18 Nov 2010 14:49
Announcement of Decisions Adopted by the Board of Directors on November 17, 2010
For Immediate Release 18 November 2010
On November 17, 2010 a meeting of the Board of Directors of OJSC TransContainer (TransContainer) (held by joint presence) adopted the following decisions:
1. To approve the budget of the Audit Committee of TransContainer.
2. To approve the budget of the Committee for HR and Incentives of TransContainer.
3. To approve the budget of the Strategy Committee of TransContainer.
4. To approve the price of related party transactions.
5. To recommend to the extraordinary General Meeting of the Shareholders of TransContainer to approve certain related party transactions including the agreement on insurance of liability of directors, officials and companies, and the agreement on insurance of liability in relation to a securities offer.
6. To approve the following list of information (materials) to be delivered to persons entitled to participate in the extraordinary General Meeting of the Shareholders:
1. Draft amendments and supplements to the Articles of Association of the Company.
2. Explanatory notes and draft contracts in respect to the issue 'Approval of Related Party Transactions.'
7. To approve that persons entitled to participate in the extraordinary General Meeting of the Shareholders can read the information at the office of the executive body at: Moscow, Oruzheyniy pereulok 19, office 341 from November 19, 2010 to December 21, 2010 on business days from 10 a.m. to 5 p.m. (Moscow time).
8. To approve the form and text of the voting bulletin for the extraordinary General Meeting of the Shareholders.
9. To wind up Gryazi Container Plant, a branch of TransContainer.
10. To establish the affiliate of TransContainer, Logistic Investment SARL, in accordance with the laws of Luxembourg.
11. To approve the recommendations of a representative of TransContainer on agenda items of the general meeting of the participants of Logistic Investment SARL.
12. To take note of the report of the Director General on fulfilment of recommendations of the Internal Audit Commission based on the auditing results of the Company for 2009.
13.1 To approve the limit amount that the Company may use to provide financial aid in a form of provision of containers and cars owned by TransContainer to deliver relief consignments to victims of natural calamities in the Russian Federation, that shall total to 2,500,000 rubles including VAT; provided that the consignor agrees to pay railway tariffs and additional charges of OJSC Russian Railways (RZD) and other co-contractors.
13.2 To acknowledge the advisability of the provision by the Company of financial aid for the purposes mentioned above within the approved limit without a preliminary approval by the Board of Directors of TransContainer.
13.3 To instruct the Director General of the Company to control the intended use of the funds allocated to financial aid, and submit quarterly reports to the Board of Directors upon actual provision of such aid.
14. To approve the provision by the Company of financial aid to Charity Foundation for Social Aid to Children 'Rasprav Kryliya' in the amount of 500,000 rubles to arrange a New Year show for children of railway personnel and children from orphan asylums and boarding schools of Moscow and the Moscow Region, New Year show 'Journey to Fairyland Spread Your Wings' at Kievskiy Railroad Station.
15. To approve the provision of targeted financial aid to employees of the Company who bring up disabled children including disabled from childhood in the amount of 25,000 rubles per child for the total amount of 925,000 rubles according to the attached list.
16. To approve certain related party transactions.
17. To take note of the procedure for consolidation of financial plans and investment programs of companies of RZD Holding approved by Decree of RZD No. 1995r of September 23, 2010.
18. To instruct the Director General of TransContainer to ensure the filling forms of the Automated Financial Planning System of RZD Holding, and forms of the consolidated investment program of the Holding with indicators of the budget of the Company for 2010, and the budget of the Company for 2011-2013.
Important Notice:
This announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of TransContainer have been, or will be, registered under the US Securities Act of 1933, as amended, and securities of TransContainer may not be offered or sold in the United States absent registration or an applicable exemption from, or transaction not subject to, the registration requirements of the US Securities Act of 1933, as amended.