Decisions of the Annual General Shareholders' Meeting of PJSC TransContainer

RNS Number : 1544R

PJSC Transcontainer

24 June 2015

Decisions of the Annual General Shareholders' Meeting of PJSC TransContainer

On 24 June 2015, the Annual General Shareholders' Meeting of TransContainer ("TransContainer" or the "Company") (LSE: TRCN) resolved to:

1. Approve the Annual Report of the Company for 2014. The Annual Report is now available on the Company's website at: http://www.trcont.ru/en/investor-relations/reporting/annual-reports/

2. Approve PJSC TransContainer's financial statements under Russian Accounting Standards (RAS) for 2014, including the Company's RAS profit and loss statements.

3. Approve the following distribution of the net profit for 2014 under RAS:

4.1. Set 10 July 2015 as the dividend record date.

4.2. Pay out dividends in the amount of RUB 70.96 per share by no later than 25 working days from the dividend record date.

5. Pay annual remuneration to the members of the Board of Directors in accordance with the Provision on Payment of Remunerations and Compensations to the Members of the Board of Directors approved by the shareholders at TransContainer's Annual General Meeting on 26 June 2012

6. Pay annual remuneration to the members of the Company's Revision Commission in accordance with the Provision on Payment of Remunerations and Compensations to the Members of the Revision Commission of the Company approved by the shareholders at TransContainer's Annual General Meeting on 26 June 2012 in the following amount:

7. Appoint JSC PricewaterhouseCoopers Audit as the auditor of PJSC TransContainer to audit the Company's financial statements according to RAS and IFRS for 2015.

8. Elect the following persons to the Board of Directors of PJSC TransContainer:

1. Ivan Sergeevich Besedin

2. Gennady Ivanovich Bessonov

3. Alexey Yurievich Davydov;

4. Pavel Dmitrievich Ilyichev;

5. Irina Alexandrovna Kostenets;

6. Irina Sergeevna Shytkina;

7. Yuri Victorovich Novozhilov;

8. Alexander Alexandrovich Panchenko;

9. Marat Magomedovich Shaidayev

10. Dmitry Alexandrovich Shokhin.

11. Arvid Türkner

Short biographies of the new members of the Board of Directors are set out below:

Ivan Sergeevich Besedin

Year of birth: 1954

Education: Moscow Institute of Rail Engineers, Automatic Management Systems.

Professional experience over the last 5 years:

2006-2011:_JSC Russian Railways, Head of the Kaliningrad Railway;

2011-2014: Head of Moscow Metropolitan;

Since 2015: JSC Russian Railways, Head of the Transportation and Logistics Management Department; and JSC DTsV, JSC Kaliningrad TransTelecom, JSC Metallist-Remputmash - Chairman of the Board.

Gennady Ivanovich Bessonov

Year of birth: 1950

Education: Fergana Polytechnic Institute, Engineer

Diplomatic Academy of the Ministry of Foreign Affairs of the Russian Federation, Diplomacy

Professional experience over the last 5 years:

Since 2005: General Secretary of the Coordinating Counsel on Trans-Siberian Transportation;

Since 2008: JSC Rusagrotrans, Deputy Chairman of the Board;

Since 2014: Advisor to President of JSC Russian Railways;

Since 2014: Project "TransEuropean Railway" of the UN European Economic Commission, Project leader.

Dmitry Alexandrovich Shokhin

Year of birth: 1976

Education: Lomonosov Moscow State University, Law

Duke University, LL.M,

PhD (Law)

Professional experience over the last 5 years:

2009 - 2011: FESCO Management Company LLP, Member of the Executive Board - Vice President for Legal Affairs;

2012-2013: JSC FESCO, Vice President for Legal Affairs;

2013 - 2015: Industrial Investors LLP, Vice-president for corporate finance and legal affairs;

Since 2015: SUMMA Group LLP, Vice-president for legal affairs.

Marat Magomedovich Shaidayev

Year of birth: 1968

Education: Military Institute of the Ministry of Defense of the USSR; Law

Presidential Academy of the State Service, State and Municipal Management

Professional experience over the last 5 years:

2005-2013: JSC Sovfrakht - Primorsk, Member of the Board;

2006-2009: JSC Transflot, General Director;

Since 2007: SUMMA Group LLP, Member of the Board;

2009-2012: SUMMA Group LLP, Vice-President - Executive Director, First vice-President - Executive Director, President;

Since 2008: Primorsk Commercial Port LLP, Member of the board;

Since 2008: JSC "YaTEK", Member of the Board.

Arvid Türkner

Year of birth: 1971.

Education: Berlin Free University, Diplom-Kaufmann

Professional experience over the last 5 years:

2009 - 2013: European Bank for Reconstruction and Development, Senior Banker, Financial Institutions (Russia);

Since 2013: European Bank for Reconstruction and Development, Director for Regional Development (Russia), Deputy Director of the Russian Business Group.

9. Elect the following persons to the Revision Commission of PJSC TransContainer:

1. Sergey Vladimirovich Davydov;

2. Oleg Borisovich Ivanov;

3. Natalya Alexeevna Lem;

4. Elena Ivanovna Chamortseva

5. Anna Nikolaevna Chernyavskaya.

10. Approve Company's participation in the Non-commercial partnership "the Union of Railway Equipment Manufacturers"

11. Approve entering into future interested-party transactions in the ordinary course of business (including freight forwarding agreements; agreements for the provision of services and execution of work related to arranging transportation by sea; agreements for repairing containers and motor vehicles and other Company assets; maintenance agreements for the Company's equipment; agreements for providing recreation services, agreements for the provision of services and performance of work, along with other types of transactions).

The decisions specified in this paragraph shall be effective until TransContainer's next Annual General Meeting of Shareholders.

Approve entering into interested-party transactions (supplementary agreements to a number of contracts related to extending the term and changing banking details of the Parties).

The AGM did not approve a number of interested-party transactions involving the Company's subsidiaries and joint ventures, including ContainerTrans Scandinavia Ltd, TransEurasia Logistics GmbH, TransContainer - Slovakia a.s., TransContainer Asia Pacific Ltd, JSC Kedentransservice and Transcontainer Europe GmbH. In addition, the AGM did not approve interested-party transactions with the following Russian Railways' subsidiaries: JSC Refservice, JSC RZD Logistics and JSC Federal Passenger Company.

Enquiries:

About TransContainer

TransContainer (LSE ticker: TRCN) is the leading intermodal container transportation company in Russia. It is the market leader in Russia by flatcar fleet size, container transportation by rail and rail-side container terminal throughput. As of 31 March 2015, it operated 27,029 flatcars and 64,692 ISO containers. It owns a network of 46 rail-side container terminals in Russia, 19 rail-side terminals in Kazakhstan (through its joint venture company KedenTransService) and operates one terminal in Slovakia. Company's sales network comprises about 130 sales offices across Russia as well as presence in the CIS, Europe and Asia. TransContainer is listed at Moscow Exchange and LSE. Company's major shareholder with 50% +2 shares is United Transportation and Logistics Company, established by Russian Railways, Belorussian Railway and Kazakhstan Temir Zholy.

Legal Disclaimer

Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as 'expect', 'believe', 'anticipate', 'estimate', 'intend', 'will', 'could', 'may' or 'might', the negative of such terms or other similar expressions. JSC "TransContainer" wishes to caution you that these statements are only predictions and that actual events or results may differ materially. JSC "TransContainer" does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of JSC "TransContainer", including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries JSC "TransContainer" operates in, as well as many other risks specifically related to JSC "TransContainer" and its operations

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