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17 Apr 2014

Press Release on Decisions Adopted by the Board of Directors on 17 April 2014

On 17th April 2014 the Board of Directors of JSC TransContainer held an in-person meeting and decided to:

1. Approve the report by the General Director on the performance of JSC TransContainer in 2013.

2. Take note of Q1 2014 performance forecast of JSC TransContainer.

3. Take note of the Report on Fulfilment of Borrowing Policy of JSC TransContainer as of 31.12.2013.

4. Pay a bonus to the General Director of JSC TransContainer P.V. Baskakov for performance in Q4 2013, an annual bonus to the General Director of JSC TransContainer P.V. Baskakov for achievement of the target KPIs in 2013 and pay a bonus to the management of JSC TransContainer based on performance in 2013.

5. Take note of the information about monitoring of the compensation system for the General Director and management of JSC TransContainer for 2013.

6. Convene the annual General Meeting of Shareholders of TransContainer.

6.1. Determine that an Annual General Meeting of Shareholders shall be held in the form of joint presence and that ballots shall be distributed prior to the meeting.

6.2. Determine that the Annual General Meeting of Shareholders shall be held on June 24, 2014.

6.3. Determine that the Annual General Meeting of Shareholders shall be held at: Moscow, 26/1 Tverskaya Street, Mariott Grand Hotel, Kuskovsky Hall

6.4. Determine that the Annual General Meeting of Shareholders shall be held at:  11 hours 00 minutes (Moscow time)

6.5. Determine that registration of shareholders (proxies) shall start at: Moscow, 26/1 Tverskaya Street, Mariott Grand Hotel, Kuskovsky Hall, 10 hours 00 minutes (Moscow time).

6.6. Determine that a register of persons eligible to attend the Annual General Meeting of Shareholders shall be created on May 12, 2014.

6.7. Elect Yulia Borisovna Gelfer, acting Corporate Management Director of JSC TransContainer, to act as secretary of the Annual General Meeting of Shareholders.

6.8. Designate Registration Company Status Open Joint Stock Company to act as a person fulfilling the functions of counting board at the Annual General Meeting of Shareholders.

6.9. Approve the following agenda of the Annual General Meeting of Shareholders:

1. Approval of the Company's annual report for 2013.

2. Approval of the annual financial statements, including profit and loss statement (profit and loss accounts).

3. Distribution of the Company's profit and losses for the fiscal year.

4. Payment (announcement) of dividend based on the results of the fiscal year.

5. Payment of bonuses and compensation to the members of the Board of Directors.

6. Payment of bonuses and compensation to the members of the Audit Commission of the Company.

7. Approval of the Company's auditor.

8. Election of the members of the Board of Directors.

9. Election of the members of the Audit Commission.

10. Amendments to the Company's Articles of Association.

11. Approval of related-party transactions.

Approve the form and text of a notice of the Annual General Meeting of Shareholders

Send a notice of the Annual General Meeting of Shareholders to the person entitled to attend the Annual General Meeting of Shareholders by registered mail no later than May 23, 2013.

6.10. Determine that the following information (materials) shall be made available to the person entitled to attend the Annual General Meeting of Shareholders during the preparation for the Annual General Meeting of Shareholders:

1. Company's annual report for 2013;

2. Annual financial statements, including auditor's opinion, and opinion issued by the Company's Audit Commission following audit of the annual financial statements;

3. Conclusion on the audit opinion, prepared by the Audit Committee;

4. Information about the candidate auditor;

5. Information about the candidates included in the list of nominees to the Board of Directors;

6. Information about the candidates included in the list of nominees to the Audit Commission;

7. Information whether the candidates nominated to the Board of Directors or the Audit Commission gave their written consent;

8. Draft amendments to the Company's Articles of Association;

9. Recommendations of the Board of Directors regarding the agenda of the Annual General Meeting of Shareholders;

10. Explanatory memorandums on the items of agenda «approval of related-party transactions»;

11. Draft decisions on the items of agenda of the Annual General Meeting of Shareholders (ballots).

6.11. Determine that this information shall be made available to the person entitled to attend the Annual General Meeting of Shareholders for review at: 19 Oruzheynyy pereulok, room 227, Moscow, from May 23, 2014 to June 24, 2014, during working days from 10.00 to 17.00 (Moscow time) and on the Company's website at www.trcont.ru from May 23, 2014.

7. Approval of interested-party transactions.

8. Approve the provision of charitable help to veterans of Great Patriotic War and home front workers who previously worked in JSC “TransContainer” and other persons. 

JSC TransContainer

Corporate Secretary

Yu.B. Helfer

Tel. +7 (495) 788-17-17, ext. 1029

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