On September 5, 2011 the Board of Directors of JSC TransContainer held an in-person meeting and decided to:
1. Acknowledge the Report of Director General on operating results of JSC TransContainer for the 1st half-year of 2011.
2. Pay bonus to Director General of the Company P.V. Baskakov according to the operating results of II quarter 2011.
3. Acknowledge information on the forecast of budget implementation of JSC TransContainer for 2011.
4. Approve target values of key performance indicators of Director General of JSC TransContainer for 2011.
5. Approve key performance indicators and basic parameters of the investment program of TransContainer for 2012.
6. Acknowledge the Report on the credit policy implementation as of June 30, 2011.
7. Acknowledge information on implementation of decisions of the annual general meeting of shareholders of JSC TransContainer.
8. Acknowledge the Report on implementation of decisions of the Board of Directors of the Company for II quarter 2011.
9. Approve the budget of the Strategy Committee at the Board of Directors of JSC TransContainer for a period from August 2011 to June 2012.
10. Approve the budget of the Audit Committee at the Board of Directors of JSC TransContainer for a period from August 2011 to June 2012.
11. Approve the budget of the HR and Remuneration Committee at the Board of Directors of JSC TransContainer for a period from August 2011 to June 2012.
12. Having discussed the director’s independence criteria, the Board of Directors decided that members of the Board of Directors I.S. Shitkina and D. Hexter meet the requirements applicable to independent directors.
13.1. Specify that the fee payable to the audit firm PricewaterhouseCoopers for auditing the accounting statements of JSC TransContainer for 2011 as per RAS and IFRS shall be 12,900,000 (twelve million nine hundred) rubles less VAT.
13.2. Approve basic terms of contracts for audit services between JSC TransContainer and the audit firm PricewaterhouseCoopers.
14.1. Approve the below principal charitable activities of JSC TransContainer in 2011:
- aid to children;
- sports support and promotion of healthy lifestyle;
- preservation of Russian cultural inheritance;
- support of industry charity programs;
- provision of aid to the Company’s employees who require expensive medical treatment and their family members (spouses, parents or children) that is not covered by medical insurance contracts and which price exceeds average monthly salary of such employees;
- provision of aid to people who suffered in emergencies (natural disasters, war conflicts etc.).
14.2. Approve limits of funds to be spent by JSC TransContainer in 2011 on the principal charitable activities.
15. Approve provision of charitable aid by the Company to:
- the Charity Foundation for children with dysimmunity “Podsolnukh” (Sunflower) to the total amount of 692,000 rubles required for the purchase of life-supporting drugs, air tickets and orthopedic footwear for children suffering acute dysimmunity.
- Darya Sukhanova to the total amount of 375,000 rubles required for the purchase of a medicine.
- the Charity Foundation TransSoyuz to the amount of 10,103,900 rubles.
16.1. Approve a new version of the Regulations for Insider Information of JSC TransContainer.16.2. Approve the List of insider information of JSC TransContainer.16.3. Agree upon nomination of Оlga A. Miller, Corporate Secretary of JSC TransContainer, to the position of specialist responsible for managing JSC TransContainer’s insider information. 17. Approve a number of related-party transactions.18. Acknowledge the Regulations for Formation of Consolidated Financial Plan and Investment Program of RZD Holding Company.
This statement is published by the Issuer pursuant to Order the Federal Financial Markets Service of Russia No. 06-117/PZ-N dated October 10, 2006 ‘On Approval of Regulations on Information Disclosure by Issuers of Issue-Grade Securities’.
О. А. Miller
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