28 Jun 2011 14:50
OJSC TransContainer
28 June 2011
FOR IMMEDIATE RELEASE
Decisions of the Annual General Shareholders' Meeting of JSC TransContainer
On 28 June 2011, the Annual General Shareholders' Meeting of OJSC TransContainer ("TransContainer" or the "Company") (LSE: TRCN) resolved to:
1. Approve the amendments and supplements to
the Articles of Association of JSC TransContainer.
2. Approve the amended Regulations for Payment of Remuneration and Compensation to members of the Board of Directors of JSC TransContainer.
3. Approve the annual report of the Company for 2010.
4. Approve the annual RAS accounting statements of JSC TransContainer for 2010, including the Profit & Loss Statement.
5. Approve the following distribution of net profit based on the performance of JSC TransContainer in 2010:
Amount (rubles) | |
Reserve fund | 20,207,743.19 |
Dividends | 40,433,803.98 |
Sponsorship and charitable activities | 20,207,743.19 |
Remuneration for members of the Board of Directors | 29,662,651.94 |
Annual remuneration for members of the Committees | 3,508,110.0 |
Remuneration for members of the Internal Audit Commission | 702,900.0 |
Investment programme | 249,016,425.05 |
Total | 363,739,377.35 |
Retain undistributed net profit earned by the Company in 2010 in the amount of 40,415,486.38 rubles.
6. Pay a dividend for 2010 in the amount of 2.91 rubles per ordinary share by no later than August 28, 2011.
7. Pay annual remuneration to members of the Board of Directors in accordance with the Regulations for Payment of Remuneration and Compensation to Members of the Board of Directors.
8. Pay remuneration to members of the Revision Commission in accordance with the Regulations for Payment of Remuneration and Compensation to Members of the Revision Commission in the following amounts:
O. B. Ivanov: an amount equal to 30 times the minimum salary on the RZD payroll (including a 50% markup as the Chairman of the Revision Commission);
A. N. Chernyavskaya: an amount equal to 20 times the minimum wage on the RZD payroll;
B.
S. V. Davydov: an amount equal to 20 times the minimum wage on the RZD payroll;
L. A. Bulgakova: an amount equal to 20 times the minimum wage on the RZD payroll;
N. A. Lem: an amount equal to 20 times the minimum wage on the RZD payroll.
9. Approve PricewaterhouseCoopers as the Company's auditor for RAS and IFRS financial statements of 2011.
10. Elect the following persons to the Revision Commission of JSC TransContainer:
Aleksandr Yurievich Romanov;
Sergey Vladimirovich Davydov;
Anna Nikolaevna Chernyavskaya;
Oleg Borisovich Ivanov;
Natalia Alekseevna Lem.
11.1. Approve related-party transactions that the Company may enter into in the future in the ordinary course of business (including freight forwarding agreements; agreements for the repair of containers and motor vehicles and agreements for repair of other Company assets; maintenance agreements for the Company's equipment; cash management and payment service agreements and transactions of other types).
11.2. Approve entering into related-party transactions (supplementary agreement on leasing of medium-duty containers; agreement on the procedure for cooperation of JSC Russian Railways and JSC TransContainer at container terminals belonging to JSC TransContainer; flatcars repair agreement).
12. Elect the following persons to the Board of Directors of JSC TransContainer:
Aleksey Aleksandrovich Averin;
Petr Vasilievich Baskakov;
Pavel Dmitrievich Ilyichev;
Aleksey Yurievich Davydov;
Irina Sergeevna Shitkina;
David Hexter;
Zhanar Rymzhanova;
Sergey Vladimirovich Generalov;
Kirill Yurievich Rubinskiy;
Dmitry Timofeevich Mukhin;
Vyacheslav Aleksandrovich Petrenko;
A short biography of the members of the new Board of Directors is set out below.
Alexey Averin
Year of birth: 1962
Education: Moscow State Institute for International Relations under the USSR Ministry of Foreign Affairs
Major: Foreign Trade
Positions held over the recent 5 years:
2005 - 2010: Head of International Relations Department;
2010 - present: Advisor to the President, OJSC Russian Railways.
Petr Baskakov
Year of birth: 1961
Education: Moscow University of Railway Transport Engineering
Major: Railway Transportation Processes Management
Positions held over the recent 5 years:
2006 - present: Director General, JSC TransContainer.
Pavel Ilyichev
Year of birth: 1974
Education: In 1997 he graduated from St. Petersburg State Academy of Aerospace Equipment Engineering, and in 1997 received the additional higher education in the School of Economics at St. Petersburg University of Economics and Finance. Major: Computers, Computer Facilities, Systems and Networks
Positions held over the recent 5 years:
In 2002 - 2003's led the division to manage the financial assets of CJSC Ilim Pulp Enterprise.
From 2003 to 2009 he worked in CJSC «Eurosib» as head of the Treasury Department and then Director of Corporate Finance.
Since 2009 - Deputy Head of Corporate Finance Department of OJSC "Russian Railways".
Alexey Davydov
Year of birth: 1971
Education: Saint Petersburg State Academy of Engineering and Economics
Major: Economics and Management in Manufacturing Engineering
Positions held over the recent 5 years :
2005 - 2006: Director, Economics and Manufacturing Financing, OJSC Power Machines;
2006 - 2010: Head of the Treasury Department, JSC Russian Railways;
2010 - present: Head of the Subsidiary and Affiliate Management Department, JSC Russian Railways.
Irina Shitkina
Year of birth:1965
Education: M. V. Lomonosov Moscow State University
Majoring in Legal Science
Positions held over the recent 5 years:
2009 - present: Deputy Director General, Elinar Holding Company.
David Hexter
Year of birth: 1949
Education: Oxford University (majoring in Philosophy, Politics and Economics), Cranfield School of Management (МВА), University of London (majoring in Philosophy), University College London (majoring in Law and Theoretical Politics).
Positions held over the recent 5 years:
2006 - present: Chairman of the Advisory Board, Private Equity New Markets;
2007 - present: member of the Board of Directors, Caspian Bank (AO Kaspi Bank).
Zhanar Rymzhanova
Year of birth : 1968
Education: Kazakh Management Academy(majoring in Economics), Georgetown University (WDC)
Positions held over the recent 5 years:
2006 - present: Director, Energy and Infrastructure (Russia), European Bank for Reconstruction and Development.
Sergey Generalov
Year of birth: 1963
Education: Moscow Power Engineering Institute (majoring in Radiophysics and Electronics), Higher School of Management under the Ordzhonikidze Academy of Management (majoring in Foreign Business Administration)
Positions held over the recent 5 years:
President, FESCO Transportation Group (Management Company for JSC Far East Shipping Company).
Kirill Rubinsky
Year of birth: 1968
Education: Moscow State Institute for International Relations (degree in Economics), High School of Commerce (degree in International Management);
Positions held over the recent 5 years :
Member of the Board of Directors, JSC Far East Shipping Company; Chairman of the Board of Directors, FESCO Transportation Group.
Dmitry Timofeevich Mukhin
Year of birth: 1968
Education: Moscow State University of Railway Engineering
Positions held over the recent 5 years:
from 2003 to February 2011 - First Deputy Head of Investment Activities Department of JSC Russian Railways
from February 2011 up to the present time - Head of Investment Activities Department of JSC Russian Railways
Vyacheslav Alexandrovich Petrenko
Year of birth: 1964
Education: Leningrad Institute of Railway Engineers
Positions held over the recent 5 years:
from 2008 up to the present time - Head of Department of Freights Marketing and Pricing Policy of JSC Russian Railways.