Decisions of the Annual General Shareholders’ Meeting of JSC TransContainer
On 24 June 2014, the Annual General Shareholders’ Meeting of TransContainer (“TransContainer” or the “Company”) (LSE: TRCN) resolved to:
1. Approve the Annual Report of the Company for 2013.
2. Approve OJSC TransContainer’s financial statements under Russian Accounting Standards (RAS) for 2013, including the Company’s RAS profit and loss statements.
3. Approve the following distribution of the net profit for 2013 under RAS:
Value name Amount, RUB
Net profit for 2013 in amount of 4,528,124,614.40
to be distributed as follows:
Sponsorship and charity 226,406,230.70
4.1. Set 10 July 2014 as the dividend record date.
4.2. Pay out dividends in the amount of RUB 81.47 per share by no later than 25 working days from the dividend record date.
5. Pay annual remuneration to the members of the Board of Directors in accordance with the Provision on Payment of Remunerations and Compensations to the Members of the Board of Directors approved by the shareholders at TransContainer’s Annual General Meeting on 26 June 2012.
6. Pay annual remuneration to the members of the Company's Revision Commission in accordance with the Provision on Payment of Remunerations and Compensations to the Members of the Revision Commission of the Company approved by the shareholders at TransContainer’s Annual General Meeting on 26 June 2012 in the following amount:
O.B. Ivanov – RUB 225,000 (including 50% increase for being the Chairperson of the Revision Commission);
S.V. Davydov – RUB 150,000;
N.A. Lem – RUB 150, 000;
M.V. Kalvarskaya – RUB 150, 000;
F.M. Kuzin - RUB 150, 000.
7. Appoint JSC PricewaterhouseCoopers Audit as the auditor of JSC TransContainer to audit the Company's financial statements according to RAS and IFRS for 2014.
8. Elect the following persons to the Board of Directors of OJSC TransContainer:
1. Petr Vasilievich Baskakov;
2. Alexey Yurievich Davydov;
3. Pavel Alexeevich Ivanov;
4. Pavel Dmitrievich Ilyichev;
5. Irina Alexandrovna Kostenets;
6. Zhanar Bagdatovna Rymzhanova;
7. Irina Sergeevna Shytkina;
8. Yuri Victorovich Novozhilov;
9. Alexander Semenovich Vinokurov;
10. Alexander Alexandrovich Panchenko;
11. David Hexter.
Short biographies of the new members of the Board of Directors are set out below:
Alexander Semenovich Vinokurov:
Year of birth: 1982
Education: Cambridge University (Great Britain) (2004)
Specialization: Bachelor and Master degrees in Economics.
Professional experience over the last 5 years:
2007 - 2011 - Vice-President of Direct Investments Foundation TPG Capital;
2011 - 2012 - First Vice-President of the Group of Companies “Summa”;
2012 - present - President of the Group of Companies “Summa”;
Alexander Alexandrovich Panchenko
Year of birth: 1989
Education: Lomonosov Moscow State University
Professional experience over the last 5 years:
2009 - 2010 - Business Journalist at Gudok
2010 - 2012 - Business journalist at Kommersant
2012 - 2014 - Manager of Investment Projects;
2013 - present - Presidential Advisor in Baronetta Investments Limited;
2014 - present - Presidential Advisor in Group Summa LLC.
9. Elect the following persons to the Revision Commission of OJSC TransContainer:
1. Sergey Vladimirovich Davydov;
2. Oleg Borisovich Ivanov;
3. Natalya Alexeevna Lem;
4. Maria Vladimirovna Kalvarskaya;
5. Alexey Vitalievich Kostylev.
10. Approve the amendments and supplements to the Articles of Association of TransContainer (available at www.trcont.ru).
11.1. Approve entering into future interested-party transactions in the ordinary course of business (including A form of payment for sea transportation of cargo, or the use of a ship for a certain period of time. Freight payment is determined by the volume of cargo delivered to the destination
or by the volume of cargo loaded onto the ship.
freight forwarding agreements; agreements for the provision of services and execution of work related to arranging transportation by sea; agreements for repairing containers and motor vehicles and other Company assets; maintenance agreements for the Company’s equipment; agreements for providing recreation services, agreements for the provision of services and performance of work, along with other types of transactions).
The decisions specified in this paragraph shall be effective until TransContainer’s next Annual General Meeting of Shareholders.
11.2. Approve entering into interested-party transactions (supplementary agreements to a number of contracts related to extending the term and changing banking details of the Parties).Enquiries:
Andrey Zhemchugov, Director,
Capital Markets and Investor Relations
+7 495 637 9178
+7 495 609 6062
E-mail IR(at) trcont.ru
Tony Friend / Galyna Kulachek/ Jenny Payne +44 (0) 20 7457 2020
TransContainer (LSE ticker: TRCN) is the leading intermodal 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.
container transportation company in Russia. It is the market leader in Russia by A specialised type of rolling stock designed to carry ISO containers.
flatcar fleet size, container transportation by rail and rail-side A place equipped for the trans-shipment and storage of containers. A container terminal
typically includes one or more container yards. Rail-based container terminals are equipped with spur tracks for loading and unloading containers to/from railroad platforms (cars).
container terminal throughput. As of 31 December 2013, it operated 26,305 flatcars and 62,367 containers. It owns a network of 46 rail-side container terminals in Russia, 19 rail-side terminals in Kazakhstan (through its joint venture company KedenTransService) and operates one terminal in Slovakia. Company's sales network comprises approximately 140 sales offices across Russia as well as presence in the CIS, Europe and Asia. TransContainer is listed at Moscow Exchange and LSE. Company's major shareholder is JSC Russian Railways with 50%+2 shares.
Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as 'expect', 'believe', 'anticipate', 'estimate', 'intend', 'will', 'could', 'may' or 'might', the negative of such terms or other similar expressions. JSC “TransContainer” wishes to caution you that these statements are only predictions and that actual events or results may differ materially. JSC “TransContainer” does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of JSC “TransContainer”, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries JSC “TransContainer” operates in, as well as many other risks specifically related to JSC “TransContainer” and its operations