Material Fact Statement
‘On Stages of the Procedure of Offering of Issue-grade Securities of the Issuer’

1. General information	
1.1. Full corporate name of the issuer	Centre for the Transport of Goods in Containers (TransContainer)
Joint-Stock Company	
1.2. Short corporate name of the issuer	JSC TransContainer	
1.3. Issuer’s registered address	Russian Federation, 107228, Moscow, ul. Novoryazanskaya, d. 12	
1.4. Issuer’s Principal State Registered Number (OGRN)	1067746341024	
1.5. Issuer’s Taxpayer Identification Number (INN)	7708591995	
1.6. Issuer’s unique code assigned by the registration agency	55194-Е	
1.7. Web-page used by the issuer for disclosure of information	http://www.trcont.ru 
http://www.e-disclosure.ru/portal/company.aspx?id=11194	
2. Contents of the Statement	
Information on Approval of the Securities Offering Decision

2.1. The issuer’s management body that has approved the securities offering (follow-on offering) decision and the method of adoption of such decision (specify the type of the general meeting (annual or extraordinary) if the general meeting of members (shareholders) of the issuer is the issuer’s management body that has adopted the decision to approve the securities offering (follow-on offering) decision, and the voting method (joint presence or voting in absentee): Board of Directors; form of the meeting: joint presence.
2.2. The date and place of the meeting of the authorized management body of the issuer at which the decision to approve the securities offering (follow-on offering) decision was made:
The date of the meeting of the Board of Directors: 19.09.2012.
The place of the meeting of the Board of Directors: 125047, Russian Federation, Moscow, Oruzheiniy per., d. 19, conference room.
2.3. The date and number of the minutes of meeting of the authorized management body of the issuer at which the decision to approve the securities offering (follow-on offering) decision was made: Minutes of Meeting No. 3 of 21.09.2012.
2.4. Quorum and the results of voting on approval of the securities offering (follow-on offering) decision: 11 out of 11 members of the Board of Directors took part in the meeting of the Board of Directors of JSC TransContainer.
In compliance with Article 68 of the Federal Law ‘On Joint-Stock Companies’, the quorum was present, and, as such, the meeting of the Board of Directors of JSC TransContainer was valid.

Results of voting on ‘Approval of the Securities Offering Decisions with Regard to Inconvertible Interest-Bearing Certificated Bearer Bonds, Series 04, Subject to Mandatory Centralized Custody’:
For: 10.
Against: None.
Abstained: None.
2.5. Class, category (type) of securities and other identification parameters of the securities:  inconvertible interest-bearing certificated bearer bonds, Series 04, subject to mandatory centralized custody (hereinafter referred to as the ‘Bonds’ or ‘Series 04 Bonds’);
2.6. Maturity (for bonds and options of the issuer):
The nominal value of the Bonds will be repaid in portions on the following dates (hereinafter referred to as ‘Partial Bond Nominal Value Redemption Dates’): 

- 25% of the nominal value on the one thousand two hundred and seventy-fourth (1,274th) day from the offering launch date of the Bonds of the issue;

- 25% of the nominal value of the nominal value on the one thousand four hundred and fifty-sixth (1,456th) day from the offering launch date of the Bonds of the issue;

- 25% of the nominal value of the nominal value on the one thousand six hundred and thirty-eighth (1,638th) day from the offering launch date of the Bonds of the issue; and

- 25% of the nominal value of the nominal value on the one thousand eight hundred and twentieth (1,820th) day from the offering launch date of the Bonds of the issue.

The offering close date:
The one thousand eight hundred and twentieth (1,820th) day from the offering launch date of the Bonds of the issue.

2.7. The number of securities offered and the nominal value (if the nominal value is provided for under the legislation of the Russian Federation) of each security offered:
Five million (5,000,000) bonds with a nominal value of one thousand (1,000) roubles each.
2.8. The offering method, and if the securities are offered via private subscription, also the range of potential investors in the offered securities: Series 03 Bonds will be offered via public subscription.
2.9. The securities offering price and the procedure for determining the securities offering price:
For the first and subsequent days of the offering period, the offering price is set at one hundred (100) percent of the nominal value of the Bonds, which is equal to one thousand (1,000) roubles for one (1) Bond.
Starting from the second Bond offering day, when buying Bonds, the buyer will also pay the accrued coupon income for the respective number of days. The accrued coupon income (ACI) per Bond will be determined using the following formula:

ACI = Nom * C * ((T - T0) / 365)/ 100%, where

ACI is the accrued coupon income per Bond, in roubles;
Nom is the nominal value per Bond, in roubles;
С is the size of the interest rate for the first coupon period, in percent per annum;
T is the Bond offering date;
T0 is the Bond offering launch date.

The amount of the accrued coupon income per Bond will be determined in roubles accurate to two decimal places. The result will be rounded in line with the mathematical rounding rules. The mathematical rounding rule means the rounding method where the value of a whole kopeck (whole kopecks) remains the same if the first number after the rounded number is from 0 to 4 and is increased by one if the first number after the rounded number is from 5 to 9.

2.10. Securities offering timelines (launch and closing dates) or the procedure for determining such timelines:
The offering of the Bonds will be launched not earlier than two (2) weeks after the date of publication by the Issuer of a statement on the State registration of the offering specifying the procedure of access by any interested persons to information contained in the Securities Offering Prospectus in compliance with the requirements of the Federal Law ‘On the Securities Market’ and regulatory legal acts of the federal executive agency in charge of the securities market in accordance with the procedure set out in paragraph 11 of the Securities Offering Decision and paragraph 2.9 of the Securities Offering Prospectus.

If other manner and time for disclosing information on such event than the manner and time set out in the Securities Offering Decision and the Securities Offering Prospectus are applicable at the time of an event information on which the Issuer must disclose in compliance with federal laws and regulatory legal acts of the federal executive agency in charge of the securities market then in force, information on such event will be disclosed in such manner and time as set out in the federal laws and regulatory legal acts of the federal executive agency in charge of the securities market in force at the time of such event.

The Bond offering launch date will be set by the authorized agency of the Issuer after State registration of the Bond issue. The notice of the Bond offering launch date will be published by the Issuer in compliance with the requirements of the Regulation on Disclosure of Information by Issuers of Issue-Grade Securities as approved by Order No. 11-46/pz-n of the Federal Financial Markets Service of 4 October 2011 within the following timelines:

- in the newswire of Interfax News Agency, and other news agencies authorized by the federal executive agency in charge of the securities market to disclose information in the securities market (hereinafter referred to as the ‘newswire’): not later than five (5) days before the securities offering launch date;

- on the Issuer’s web-page at www.trcont.ru: not later than four (4) days before the securities offering launch date.

The publication in the Internet will follow the publication in the newswire.

The Issuer will notify Closed Joint-Stock Company ‘MICEX Stock Exchange’ (hereinafter referred to as ‘MICEX SE’, or the ‘Exchange’) about the Bond offering launch date not later than five (5) days before the securities offering launch date.

The Bond offering launch date determined by the authorized management body of the Issuer may be changed by the decision of the same management body of the Issuer subject to compliance with the requirements to the procedure of disclosure of information on changes to the Bond offering launch date set out in the legislation of the Russian Federation, the Securities Offering Decision and the Securities Offering Prospectus.

If the Issuer elects to change the securities offering launch date disclosed in compliance with the above procedure, the Issuer will publish its notice of changes to the securities offering launch date in the newswire and on its web-page not later than one (1) day before such date.

The Issuer will notify MICEX SE and NSD of changes to the offering launch date not later than the date of such decision.

The offering closing date or the procedure for determining such date:
The Bond offering closing date is the earlier of the following dates:

a) the fifth (5th) business day from the Bond offering launch date; or

b) the date when the last Bond of the issue is placed.

The offering closing date may not fall later than one year from the date of State registration of the Bond issue.

The Bond issue is not planned to be offered in tranches.

2.11. Other terms of the securities offering as set out in the securities offering decision:
Method of payment for the Bonds: The Bonds will be paid for in money by bank transfer in the currency of the Russian Federation.
Bond redemption method, timelines and procedure: The Bonds will be redeemed in the currency of the Russian Federation by bank transfer. The offering terms do not provide for other forms of Bond redemption.

If the Bond Redemption Date falls on a non-business holiday or day-off, whether it is a national holiday or a non-settlement day, the respective amount will be transferred on the first business day following such non-business holiday or day-off. Bond holders have no right to demand that any interest or any other compensation be charged for such delay in payment.

Bonds will be redeemed at the nominal value/outstanding portion of the nominal value.

The nominal value/outstanding portion of the nominal value of Bonds will be repaid at maturity in Russian roubles by bank transfer.

The outstanding portion of the nominal value of a Bond will be calculated as the difference between the nominal value of the Bond and its portion repaid during the partial redemption of Bonds prior to their maturity.

The Bonds are puttable and callable.

The procedure and terms of Bond put-back are set out in the Securities Offering Decision and Securities Offering Prospectus. Repayment of the principal amount of Bonds put back by their holders will be effected in the currency of the Russian Federation by bank transfer to such Bond holders. The offering terms do not provide for other forms of Bond redemption.

The procedure and terms of Bond call are set out in the Securities Offering Decision and Securities Offering Prospectus. Repayment of the principal amount of Bonds called by the Issuer will be effected in the currency of the Russian Federation by bank transfer. The offering terms do not provide for other forms of Bond redemption.

Expenses related to the making of credit entries evidencing the crediting of securities so placed in custody accounts of their first holders (buyers) with NSD (that provides centralized custody of the Bonds) will be borne by such first holders of the securities.

2.12. Pre-emptive right of the issuer’s members (shareholders) and/or other persons to acquire the securities: The offering terms do not provide for any pre-emptive right to acquire the Exchange-Traded Bonds.

2.13. If the securities offering prospectus may be registered by the issuer at its discretion, assumption by the issuer of the obligation to disclose information after each stage of the securities offering:
Registration of the securities offering will be accompanied by registration of the securities offering prospectus.

The Issuer will disclose information at each stage of the securities offering in compliance with paragraph 2 of Article 19 of Federal Law No. 39-FZ ‘On the Securities Market’ of 22 April 1996.
	
3. Signature	
3.1. Director General of
JSC TransContainer		P. V. Baskakov	
	(signature)		
3.2. Date	21	September	2012		Seal