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 Decision with Regard to inconvertible interest-bearing certificated bearer exchange-traded bonds, BO-02, 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 exchange-traded bonds, BO-02, subject to mandatory centralized custody, puttable by Bond holders and callable prior to maturity at the option of the Issuer (hereinafter referred to as the ‘Exchange-Traded Bonds’ or ‘Bonds’)
2.6. Maturity (for bonds and options of the issuer):
Launch date:
The one thousand ninety-second (1,092) day from the offering launch date of the Exchange-Traded Bonds of the issue.
Closing date:
The closing date of the offering of Exchange-Traded Bonds of the issue is the same as its launch date.
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: 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 Exchange-Traded Bonds may be launched not earlier than seven (7) days after the date of disclosure by the Issuer and the stock exchange that has admitted the Exchange-Traded Bonds to trading of information on the admission of the Exchange-Traded Bonds to trading in the primary market.

The Exchange-Traded Bond offering launch date will be set by the authorized agency of the Issuer.

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 Issuer will disclose information on the admission of Exchange-Traded Bonds to trading on the stock exchange in the primary market by publishing a material fact statement ‘On Inclusion of Issue-Grade Securities of the Issuer to the List of Securities Admitted to Trading by a Russian Securities Market Operator or on Their Exclusion from Such List, and on Listing of Issue-Grade Securities of the Issuer on a Russian Stock Exchange or on Their Delisting from Such Stock Exchange’ within the following timelines from the earlier of the date when the stock exchange publishes information on the admission of Exchange-Traded Bonds to trading in the primary market via a representation of such stock exchange or the date of receipt by the Issuer of written notice on admission of the Exchange-Traded Bonds to trading on the stock exchange in the primary market via mail, fax, e-mail or delivery against receipt:

- in the newswire of Interfax News Agency, or 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 one (1) day;

- on the web-page of the authorized news agency (ZAO Interfax) at http://www.e-disclosure.ru/portal/company.aspx?id=11194, and on the Issuer’s web-page at www.trcont.ru: not later than two (2) days.

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

The stock exchange will disclose information on the admission of the Exchange-Traded Bonds to trading in the primary market on the web-page of such stock exchange.

The Issuer will disclose information on the Exchange-Traded Bond offering launch date by publishing the notice on such offering launch date within the following timelines:

- in the newswire: not later than five (5) days before the securities offering launch date;

- on the web-page of the authorized news agency (ZAO Interfax) at http://www.e-disclosure.ru/portal/company.aspx?id=11194, and 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 Exchange-Traded Bond offering launch date determined by the chief executive officer of the Issuer may be changed by the decision of the chief executive officer of the Issuer subject to compliance with the requirements to the procedure of disclosure of information on changes to the Exchange-Traded 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 Exchange-Traded Bond offering launch date not later than the date of such decision.

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

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

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

In compliance with regulatory legal acts of the federal executive agency in charge of the securities market currently in force, the Issuer must close the offering of the Exchange-Traded Bonds within the timelines set out in the Securities Offering Decision, but not later than one month from the Exchange-Traded Bond offering launch date.

The Exchange-Traded 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 Exchange-Traded Bonds: The Exchange-Traded Bonds will be paid for in money by bank transfer in the currency of the Russian Federation.
Exchange-Traded Bond redemption method, timelines and procedure: The Exchange-Traded Bonds will be redeemed in the currency of the Russian Federation by bank transfer. The offering terms do not provide for other forms of Exchange-Traded Bond redemption.
If the Exchange-Traded 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. Exchange-Traded Bond holders have no right to demand that any interest or any other compensation be charged for such delay in payment.
Exchange-Traded Bonds will be redeemed at the outstanding portion of the nominal value. The outstanding portion of the nominal value will be calculated as the difference between the nominal value of an Exchange-Traded Bond and its portion repaid during the partial redemption of Exchange-Traded Bonds prior to their maturity (if the Issuer makes a decision on partial redemption prior to maturity in compliance with the Securities Offering Decision and the Securities Offering Prospectus).
The nominal value/outstanding portion of the nominal value of Exchange-Traded Bonds will be repaid at maturity in Russian roubles by bank transfer.
The Exchange-Traded Bonds are puttable and callable.
The procedure and terms of Exchange-Traded Bond put-back are set out in the Securities Offering Decision and Securities Offering Prospectus. Repayment of the principal amount of Exchange-Traded Bonds put back by their holders will be effected in the currency of the Russian Federation by bank transfer to such Exchange-Traded Bond holders. The offering terms do not provide for other forms of Exchange-Traded Bond redemption.
The procedure and terms of Exchange-Traded Bond call are set out in the Securities Offering Decision and Securities Offering Prospectus. Repayment of the principal amount of Exchange-Traded 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 Exchange-Traded 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 Exchange-Traded 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. General Director of
JSC TransContainer		P. V. Baskakov	
	(signature)		
3.2. Date 	21	September	2012	Seal