22 Dec 2010 09:55
22 December 2010
OJSC TransContainer
Notification on resolutions of the General Shareholders' Meeting of OJSC TransContainer
On 21 December 2010 the Extraordinary General Shareholders' Meeting of OJSC TransContainer ("TransContainer" or the "Company") (LSE: TRCN) adopted the following resolutions:
(I) It approved the following listed amendments to the Company's Articles of Association:
1. To supplement paragraph 2.11 of the Articles of Association (list of Representative Offices) with subparagraph 8 as follows:
"8) Representative Office of OJSC TransContainer in the Republic of Abkhazia with a registered address in Sukhum".
2. Subparagraph 19.1 of Article 19 of the Articles of Association shall be amended as follows:
"19.1 In order to improve the efficiency and quality of work of the Board of Directors, the Audit Committee, the Strategy Committee and the Personnel and Remuneration Committee are operating within the Company".
3. Subparagraph 19.4 of Article 19 of the Articles of Association shall be amended to read as follows:
"19.4 The basic objective of the Personnel and Remuneration Committee is to ensure the efficient work of the Company's Board of Directors by means of prior consideration and preparation of recommendations with regard to issues falling within competence of the Board of Directors with respect to:
1) the development of the incentive program for members of the Board of Directors and members of committees at the Board of Directors;
2) the development of the incentive program for the Company's management;
3) the selection of candidates to be elected to the Board of Directors and to the position of Company CEO;
4) the determination of criteria for evaluation of work of the Company's management.".
4. Subparagraphs 19.4 - 19.11 of Article 19 of the Articles of Association shall be read as subparagraphs 19.5 - 19.12 of Article 19 of the Articles of Association.
(II) It approved a number of interested party transactions previously entered into and/or expected to be concluded (in particular, certain liability insurance contracts, a railcar repair agreement with several additional agreements thereto and an additional agreement to a container lease agreement).