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Press release on resolutions adopted by the Board of Directors on April 9, 2020

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angle-left null Press release on resolutions adopted by the Board of Directors on April 9, 2020
10.04.2020

Press release on resolutions adopted by the Board of Directors on April 9, 2020

 

On April 9, 2020, a meeting of the Board of Directors of PJSC TransContainer was held where the following resolutions were adopted: 

1.1. To terminate the participation of PJSC TransContainer in a number of non-profit organizations.

1.2. To recommend to the General Meeting of Shareholders of PJSC TransContainer to approve the termination of participation of PJSC TransContainer in the Association of Marine Commercial Ports. 

2. To take into account the report on the implementation of the TransContainer for Children Charity Program for 2019.

3. To determine the position of PJSC TransContainer when voting on the item of the agenda of the General meeting of members of LLC SpetsTransContainer on approval of the 2020 budget.

4. To preliminarily approve the annual statement of PJSC TransContainer for 2019.

5. To approve the report on interested-party transactions entered into by PJSC TransContainer in 2019.

6.  To give recommendations to the annual General meeting of shareholders on the issues related to “Distribution of profit and loss of PJSC TransContainer according to reporting year 2019. 

6.1. To approve the following distribution of net profit (taking into account the previously paid dividends) received as a result of the activities of PJSC TransContainer for 2019 in the amount of RUB 740,174,824.06.

6.2. To remain the net profit in the amount of RUB 8,663,283,888.45 received from activities of the Company in 2019 non-distributed. 

7.1. To recommend the annual General meeting of shareholders to pay dividends in the amount of RUB 53.27 per one ordinary share in cash to the nominal holders and trustees - professional security traders - registered in the Register of Shareholders of
PJSC TransContainer on or before June 5, 2020, and other persons registered in the register of Shareholders of PJSC TransContainer - on or before June 29, 2020. 

7.2. To recommend the annual General meeting of shareholders to determine the date of compilation of the list of persons entitled to receive dividends – May 24, 2020.

8. To recommend the General meeting of shareholders to adopt a decision on payment of the annual consideration to the members of the Board of Directors of PJSC TransContainer in accordance with the Regulation on payment of remunerations and compensations to members of the Board of Directors of PJSC TransContainer.

9. To recommend the annual General meeting of shareholders to adopt a decision to refrain from paying the annual remuneration to members of the Auditing Committee. 

10. To recommend to the annual General meeting of shareholders of PJSC TransContainer to approve the candidacy of JSC PriceWaterhouseCoopers for auditing the financial statements of PJSC TransContainer for 2020 in accordance with the National Accounting Principles and International Financial Reporting Standards.

11.1.1. To convene the annual General meeting of shareholders of PJSC TransContainer.

11.1.2. To determine the form of the annual General meeting of shareholders as absentee vote. 

11.2. To determine May 14, 2020 to be the final date for acceptance of ballots for voting on the agenda of the annual General meeting of shareholders.

11.3. To determine the address for submission of completed voting ballots as follows: 125047, Moscow, Oruzheyniy Pereulok 19, Reception.

11.4. To determine April 21, 2020 to be the date of making the list of persons entitled to participate in the annual General meeting of shareholders.

11.5. To elect Bobonin Andrey Aleksandrovich to be the Secretary of the annual General meeting of shareholders.

11.6. To designate STATUS Registrar Company JSC, a representative of the Company’s registrar, to be the person serving as the counting commission at the annual General meeting of shareholders; 

11.7. To approve the following agenda of the annual General meeting of shareholders: 

1. Approval of the annual accounting (financial) statements of the Company for 2019.

2. Approval of the Company’s annual report for 2019.

3. Distribution of profit and loss of the Company according to the results of the reporting year 2019;

4. Dividend payment (declaration) based on the results of the reporting year 2019;

5. Introduction of modifications to the Regulation of payment of remunerations and compensations to members of the Board of Directors of PJSC TransContainer. 

6. Payment of remunerations and compensations to members of the Company’s Board of Directors.

7. Payment of remunerations and compensations to members of the Company’s Auditing Committee;

8. Approval of the Company’s auditor for 2020;

9. Entry of PJSC TransContainer into the Russian Association of Freight Forwarding and Logistic Organizations. 

10. Termination of participation of PJSC TransContainer in the Association in Marine Commercial Ports. 

11. Election of members of the Company’s Board of Directors.

12. Election of the Company’s Auditing Committee.

11.8.1 To approve the form and text of a notice of annual General meeting of shareholders.

11.8.2. To post a notice of the annual General meeting of shareholders of the Company on the Internet information and telecommunications network on the Company’s website www.trcont.com no later than April 13, 2020.

11.9.1. To determine the following list of information (materials) submitted to persons entitled to participate in the annual General meeting of shareholders: 

1.   Annual report of the Company for 2019; 

2. Annual accounting (financial) statements, including the auditor’s opinion, the opinion of the Auditing Committee of the Company based on the results of the audit of the annual financial statements. 

3.  information on the candidacy of the auditor; 

4.  Information about the candidates included in the list of nominations for election to the Company's Board of Directors. 

5. Information about the candidates included in the list of candidates for election to the Company’s Auditing Committee. 

6. Information about absence/existence of written approvals of the candidates nominated for election to the Board of Directors of the Company; 

7.  Information on who proposed items for introduction into the agenda of the General meeting of shareholders and candidates for the Board of Directors and the Auditing Committee of the Company.  

8.  Report on interested-party transactions entered into by PJSC TransContainer in 2019; 

9.    Explanatory notes on the participation of the Company in non-profit organizations; 

10. The text of the proposed modifications to the Regulation on payment of remunerations and compensations to members of the Board of Directors of PJSC TransContainer as approved by the annual General meeting of shareholders on May 15, 2018 (Minutes № 37). 

11. Recommendations of the Board of Directors on items of the agenda of the annual General meeting of shareholders.  

12. Draft decisions on the agenda items of the annual General meeting of shareholders (ballots). 

11.9.2.  To determine that persons entitled to attend the annual General meeting of shareholders may familiarize themselves with this information in the premises of the executive body at the following address: Moscow, Oruzheyniy Pereulok, 19, Room 227, during the period from April 14, 2020 to May 14, 2020, on business days from 10 a.m. to 5 p.m. Moscow time and on the Company website at www.trcont.com available from April 14, 2020.

12. To approve the form and text of voting ballots at the annual General meeting of shareholders of PJSC TransContainer.

13. To agree the candidates to individual positions of the management body and the branch of PJSC TransContainer.  

14.1. To determine the composition of the Management Board of PJSC TransContainer of 9 (nine) members.

14.2. To elect the Management Board of PJSC TransContainer as follows: 

Viktor Nikolayevich Markov – CEO of PJSC TransContainer (Chairman of the Management Board);  

Alexey Iosifovich Isurin - President of PJSC TransContainer;  

Ekaterina Viktorovna Burtseva - Deputy CEO of PJSC TransContainer 

Vladimir Nikolayevich Drachev – Deputy CEO of PJSC TransContainer 

Sergey Aleksandrovich Dolgov - Advisor to CEO of PJSC TransContainer 

Sergey Evgenyevich Kazakov – Deputy CEO of PJSC TransContainer 

Pavel Alexeevich Skachkov - Advisor to CEO of PJSC TransContainer 

Vadim Olegovich Trifonov – Advisor to CEO of PJSC TransContainer 

Alexandr Valeryevich Podylov – Deputy CEO of PJSC TransContainer.

14.3. To determine the term of office of members of the Management Board of PJSC TransContainer – three (3) years.

15. To approve the nomination of candidates to the Board of Directors of FVK Sever LLC.

16. To validate alienation of the real estate units owned by PJSC TransContainer.

17. To amend the Employment Agreement entered into with the CEO of PJSC TransContainer.

18. To approve the adjustment of the budget of PJSC TransContainer for 2020. 

 

Corporate Secretary 
PJSC TransContainer 
A.A. Bobonin
Tel. +7 (495) 788-17-17, ext. 1380