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Press release on resolutions adopted by the Board of Directors on April 6, 2018

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angle-left null Press release on resolutions adopted by the Board of Directors on April 6, 2018
06.04.2018

Press release on resolutions adopted by the Board of Directors on April 6, 2018

On April 6, 2018, a meeting of the Board of Directors of PJSC TransContainer was held, at which the following resolutions were adopted:

1.    To preliminarily approve and recommend the annual General Shareholders Meeting to approve the annual report of PJSC TransContainer for 2017.

2.    To recommend the annual General Shareholders Meeting of the Company to approve the annual accounting (financial) statements of PJSC TransContainer for 2017.

3.    To recommend to the annual General Shareholders Meeting of the Company on the item “Distribution of Profit and Loss based on the Results of the Financial Year” to approve the following distribution of net profit earned according to the results of performance of PJSC TransContainer for 2017:

Dividends:    4,071,725,745.12 rubles (75%)

Sponsor and charity support:    271,450,712.75 rubles (5%)

Investments:    1,085,794 114.46 rubles (20%)

Total:    5,428,970,572.33 rubles

4.    To recommend the annual General Shareholders Meeting to pay dividends in the amount of 293.04 rubles per ordinary share in cash, and also determine the date of making a list of persons entitled to receive the dividends – June 28, 2018.

5.    To take into account the annual remuneration of members of the Board of Directors of PJSC TransContainer.

6.    To recommend the annual General Shareholders Meeting to adopt a resolution on the payment of remuneration and compensation to the members of the Auditing Committee in accordance with the Regulations on the Payment of Remuneration and Compensation to the Members of the Auditing Committee of the Company.

7.    To recommend to the Annual General Shareholders Meeting of PJSC TransContainer to approve the candidacy of JSC PriceWaterhouseCoopers for auditing the financial statements of PJSC TransContainer for 2018 in accordance with the National Accounting Principles and International Financial Reporting Standards.

8.    To recommend to the Annual General Shareholders Meeting to approve: 

- the Articles of Association of PJSC TransContainer.

- The amended Regulations on the Payment of Remuneration and Compensation to the Members of the Board of Directors of PJSC TransContainer.

9. To approve the report on interested-party transactions entered into by PJSC TransContainer in 2017.

10.1. To convene a General Shareholders Meeting of PJSC TransContainer.

10.2. To determine the form of the extraordinary General Shareholders Meeting: joint attendance with preliminary dispatch of ballots

10.3. To determine the date of the General Shareholders Meeting as May 15, 2018.

10.4. To determine the following venue of the annual General Meeting of Shareholders: 26/1 Tverskaya St., Moscow, Marriott Grand Hotel, Troitsky-Kolomensky Hall.

10.5. To determine the time of the extraordinary General Shareholders Meeting  11:00 a.m. Moscow time.

10.6. To determine the place and time of registration of shareholders (shareholders’ proxies): 26/1 Oruzheyniy Pereulok, Marriott Grand Hotel, Troitsky-Kolomensky Hall, Moscow, 10:00 a.m. Moscow time.

10.7. To determine the date of making the list of persons entitled to participate in the General Shareholders Meeting as April 23, 2018.

10.8. To approve the form and text of voting ballots at the annual General Shareholders Meeting.

10.9. To determine the postal address for delivery of filled-in bulletins: 19 Oruzheyniy Pereulok, reception, Moscow, 125047.

10.10. To approve the form and text of the notice of the annual General Shareholders Meeting;

10.11. To post a notice of the General Shareholders Meeting of the Company on the Internet information and telecommunications network on the Company’s website www.trcont.ru/ru no later than April 15, 2018.

11. To elect Kristina Anatolyevna Galkina, Corporate Secretary of PJSC TransContainer, secretary of the annual General Shareholders Meeting.

12. To designate the representative of the Company’s registrar – STATUS Registrar Company JSC as the person serving as the counting commission at the extraordinary General Shareholders Meeting.

13. To approve the following agenda of the General Shareholders Meeting:

- approval of the annual report of the Company for 2017.

- approval of the annual accounting (financial) statements of the Company for 2017.

- distribution of profit and loss of the Company according to the results of the reporting year 2017.

- payment (announcement) of dividends according to the results of the reporting year 2017.

- payment of remunerations and compensations to members of the Company’s Board of Directors.

- payment of remunerations and compensations to members of the Company’s Auditing Committee.

- approval of the Company’s auditor for 2018.

- approval of the restated Articles of Association of the Company.

- approval of the amended Regulations on the Payment of Remuneration and Compensation to the Members of the Board of Directors; 

- election of members of the Company’s Board of Directors.

- election of members of the Company’s Auditing Committee.

14.1. To determine the following list of information (materials) submitted to persons entitled to participate in the General Shareholders Meeting, when preparing for the annual General Shareholders Meeting:

- annual report of the Company for 2017;

- 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;

- information on the candidacy of the auditor;

- information about the candidates included in the list of nominations for election to the Board of Directors of the Company;

- information about the candidates included in the list of nominations for election to the Auditing Committee of the Company;

- information about absence/existence of written approvals of the candidates nominated for election to the Board of Directors of the Company;

- information on who proposed items for introduction into the agenda and candidates for the Board of Directors and the Auditing Committee.

- draft amended Articles of Association of PJSC TransContainer;

- table of amendments to the Articles of Association of PJSC TransContainer;

- the draft amended Regulations on the Payment of Remuneration and Compensation to the Members of the Board of Directors of PJSC TransContainer;

- report on interested-party transactions entered into by PJSC TransContainer in 2017;

- recommendations of the Board of Directors on items of the agenda of the General Shareholders Meeting;

- draft decisions on the agenda items of the annual General Shareholders Meeting (ballots).

14.2. To determine that this information will be available to persons entitled to attend the General Shareholders Meeting for review at the address: 19, Oruzheyniy Pereulok, room 227, Moscow, from April 15, 2018 to May 15, 2018 on business days from 10:00 a.m. to 5:00 p.m. Moscow time and on the website of the Company www.trcont.com from April 15, 2018.

 

Corporate Secretary of

PJSC TransContainer

K.A. Galkina

Tel. +7 (495) 788-17-17, ext. 1378