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21 Apr 2011

Press Release on the Decisions Passed at the meeting of the Board of Directors held on 20 April 2011

On 20 April 2011, the meeting of the Board of Directors of JSC TransContainer was held in presence of the members, and the following decisions were passed:

1. To elect Pavel Dmitrievich Ilyichev as the Chairman of the Board of Directors of JSC TransContainer.
2. To elect Sergei Vladimirovich Generalov as the Deputy Chairman of the Board of Directors of JSC TransContainer.
3. To elect Olga Aleksandrovna Miller as the Corporate Secretary of JSC TransContainer.
4. To elect the following members to constitute the Audit Committee of JSC TransContainer:
David Hexter;
Gerald J. Rohan;
Aleksei Aleksandrovich Averin.
To elect Mr. David Hexter the Chairman of the Audit Committee of JSC TransContainer.
5. To elect the following members to constitute the Committee for HR and Incentives of JSC TransContainer:
Irina Sergeevna Shitkina;
Aleksei Aleksandrovich Averin;
Irina Aleksandrovna Kostenets;
Sergei Vladimirovich Generalov.
To elect Ms. Irina Sergeevna Shitkina as the Chairperson of the Committee for HR and Incentives.
6. To elect the following members to constitute the Strategy Committee of JSC TransContainer:
Sergei Vladimirovich Generalov;
Aleksei Yurievich Davydov;
Petr Vasilievich Baskakov;
Zhanar Rymzhanova.
To elect Mr. Aleksei Yurievich Davydov as the Chairman of the Strategy Committee of JSC TransContainer.
7. To consider as a relevant update the General Director’s Report of Operating Results of JSC TransContainer for 2010.
8. To consider as a relevant update the Report on the Results of Implementation of the Credit Policy of the Company as of 31 December 2010.
9. To pay the bonus for the 4th quarter in 2010 to the Director General of JSC TransContainer.
10. To convene the Annual General Meeting of Shareholders of JSC TransContainer.
To determine that the format of the annual General Meeting of the Shareholders shall be the following: in-person attendance with voting ballots to be sent around the shareholders prior to the meeting.
To determine that the date of the Annual General Meeting of Shareholders of JSC TransContainer shall be the following: 28 June 2011,
To determine that the place of the Annual General Meeting of Shareholders of JSC TransContainer shall be the following: Moscow, Tverskaya Street, 26/1, Marriott Grand Hotel, Grand Ballroom.
To determine that the time of the Annual General Meeting of Shareholders of JSC TransContainer shall be the following: 11.00 a.m. Moscow time.
To determine that the place and time for registration of the shareholders (shareholders’ proxies) shall be the following: Moscow, Tverskaya Street, 26/1, Marriott Grand Hotel, Grand Ballroom, 10.00 a.m. Moscow time.
To determine that the date for completion of the list of persons entitled to participate in the Annual General Meeting of the Shareholders shall be the following: 16 May 2011.
To elect Ms. Olga Aleksandrovna Miller, Director for Corporate Governance of JSC TransContainer, the Secretary of the Annual General Meeting of Shareholders of JSC TransContainer.
To determine that the entity to shall act as the tallying commission at the Annual General Meeting of Shareholders shall be the following: Registrar Society STATUS, Joint-Stock Company.
To approve the following agenda for the Annual General Meeting of the Company’s Shareholders:
 1. Amendments and supplements to the Articles of Association of JSC TransContainer.
 2. Approval of the annual report of JSC TransContainer for 2010.
 3. Approval of the annual accounting statements, specifically, approval of the Profit and Loss Statement (profit and loss accounts).
 4. Distribution of profits and losses of JSC TransContainer after financial year 2010.
 5. Dividend payment (announcement) after financial year 2010.
 6. Approval of the amended version of the Regulations for Payment of Remuneration and Reimbursements to members of the Board of Directors of JSC TransContainer.
 7. Remuneration of the members of the Board of Directors of JSC TransContainer.
 8. Remuneration of the members of the Auditing Commission of JSC TransContainer.
 9. Approval of the Auditor for JSC TransContainer.
 10. Election of members of the Auditing Commission of the Company.
 11. Approval of entering into related-party transactions.
 12. Election of the members of the Board of Directors of JSC TransContainer.
To approve the format and the wording of the notice of the meeting of the Annual General Meeting of Shareholders.
To send by registered mail the notification of convening of the Annual General Meeting of Shareholders to persons entitled to participate in the Annual General Meeting of Shareholders not later than 27 May 2011.
11. To approve the following A schedule is the basis of a smooth train journey. It unites the operations of all railway
departments on which freight and passenger deliveries depend. Schedules are used in all countries of the world in which freight trains operate and are created with the help of computers, which are used to control schedule fulfilment.
schedule
of job titles of the administrative division of JSC TransContainer, appointments for which shall be subject to approval by the Board of Directors:
First Deputy Director General of JSC TransContainer;
Deputies of the Director General of JSC TransContainer;
Chief Accountant of JSC TransContainer;
Directors of JSC TransContainer.
12. To instruct representatives of JSC TransContainer on the Board of Directors of Transportation equipment for shipping cargo via various means of transport. Containers are durable enough for repeated use and can be stacked. Containers are divided into medium-duty (three- and five-tonne), which conform to former Soviet Union standards and are still used for shipments in Russia and the CIS, and ISO (20- and 40-foot) containers, which are used for Russian and international shipments. The universal standard unit TEU (twenty-foot equivalent unit) was introduced to measure transport flow volumes.
Rail-Container
Ltd. to act in the following way regarding the issue ‘Amendment of the Constituent Documents of Rail-Container Ltd.’: To vote for amending the constituent documents of Rail-Container Ltd., namely, registered office details.
13. To approve entering into the Cooperation Agreement within the Framework of a Joint Enterprise between JSC TransContainer and JSC "NC Kazakhstan Temir Zholy".
14. To approve entering into agreements for the purchase and sale of shares with JSC Kedentransservis and Helme’s Development Company Limited.
15. To nominate Yuri Vasilievich Yuryev for appointment as the Director General of Helme’s Development Company Limited.
16. To agree co-appointment of Petr Vasilievich Baskakov, Director General of JSC TransContainer, as a member of the Board of Directors of JSC Kedentransservis.
To nominate the following candidates for election as members of the Board of Directors of JSC Kedentransservis to represent JSC TransContainer:
– Petr Vasilievich Baskakov, General Director;
– Yuri Vasilievich Yuryev, Strategic Development Director;
– Viktor Nikolaevich Markov, Director for Legal Matters and Property Management;
– Semen Moiseevich Rezer, independent director (pursuant to the requirements imposed under the laws of the Republic of Kazakhstan).
To nominate Mr. Edil Bolatovich Iskakov for election as the President of JSC Kedentransservis.
17. To approve the amended Regulations for the Audit Committee of JSC TransContainer. 
18. To approve the Regulations for Payment of Remuneration and Reimbursements to members of the Audit Committee of JSC TransContainer. 
19. To approve the Regulations for Payment of Remuneration and Reimbursements to members of the Committee for HR and Incentives of JSC TransContainer.
20. To approve the Regulations for Payment of Remuneration and Reimbursements to members of the Strategy Committee of JSC TransContainer.
21. To approve provision of the charitable aid as specified below:
1. Approve the provision of financial aid to Regional State Social Service Institution Irkutsk Social and Rehabilitation Center for Underage by delivering a retired 5-tonne container required for operations of the center;
2. Approve the provision of financial aid to the Charity Foundation for Restoration of Russia’s Churches in the amount of 2,000,000 rubles to recondition wooden churches in the North of Russia;
3. Approve the provision of financial aid to D. A. Bokarev, a dispatcher of the Operations Department of JSC TransContainer, to pay for the treatment of his wife N. N. Bokareva (born in 1971) at NUZ Semashko Road Hospital at Lyublino Station of RZD for a total amount of 122,695 rubles;
4. Approve the provision of financial aid to S. A. Androsova and S. V. Trushechkin in the amount of 1,200,000 rubles to have a bone marrow transplantation done on their son N. S. Trushechkin (born in 2009) who suffers from cancer;
5. Approve the provision of financial aid to the Inter-Regional Public Fund Krasnaya Zvezda in the amount of 196,000 rubles to buy 11 trip vouchers of children’s health camp Smena for orphans and survivor children of servicemen.
22. To approve multiple related party transactions.
23. To instruct P. V. Baskakov, Director General, to act in order to coordinate with JSC RZD activities concerning the legislation making activities and interaction with public authorities.
24. To approve template forms of annual budgets, budget implementation reports and an indicative format of the explanatory note to accompany the annual budget statements to be filed by subsidiaries of JSC RZD.
25. To approve entering into the Suretyship Agreement between JSC TransContainer and the Lender purporting to raising of financing for LLC Prostor Invest Group.
26. To issue the recommendation to do the following to the sole member of LLC Prostor Invest Group regarding the issue on the agenda of the general meeting of the members worded as ‘Approval of Entering into Loan Agreement’:
To approve entering into the Loan Agreement between LLC Prostor Invest Group and Closed-end Unit Investment Credit Fund TrustUnion-Kreditniy under management of LLC TrustUnion Asset Management, the transaction categorized as a major transaction.

This announcement is published by the Issuer pursuant to Order No. 06-117/PZ-N of the Federal Financial Markets Service of Russia dated October 10, 2006 (‘On Approval of Regulations on Information Disclosure by Issuers of Issue-Grade Securities’).

О. А. Miller 
Corporate Secretary
JSC TransContainer

Тел.+7 (495) 609-67-17

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