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angle-left null Press Release on Resolutions Adopted by the Board of Directors on April 18, 2019
19.04.2019

Press Release on Resolutions Adopted by the Board of Directors on April 18, 2019

On April 18, 2019, a meeting of the Board of Directors of PJSC TransContainer was held. At this meeting:

1. The position of the Company (representatives of the Company) with respect to the management bodies of Kedentransservice JSC regarding the item of Performance against Budget of Kedentransservice JSC for 2018 was determine

2. The report on implementation of the work plan of the Internal Audit Service for 2018 was taken into account.

3. The annual report of PJSC TransContainer for 2018 was preliminary approved and recommended for approval by the General Meeting of Shareholders of the Company.

4. Accounting (financial) statements of PJSC TransContainer for 2018 are recommended to be approval by the General Meeting of Shareholders.

5. Regarding the item Distribution of Profit and Loss based on the Results of the Financial Year it was recommended to the General Meeting of Shareholders of the Company to approve the following distribution of net profit earned according to the results of PJSC TransContainer’s performance for 2018:

Dividends

6,674,634,507.86 Rub. (75.0%)

Sponsor and charity relief

150,000,000.00 Rub. (1.7%)

Investments

 2,074,985,501.67 Rub. (23.3%)

Total

8,899,620,009.53 Rub. (100%)

6. The General Meeting of Shareholders of the Company is recommended to pay dividends in the amount of 480.37 rubles per an ordinary share in cash, and also determine the date of making a list of persons entitled to receive the dividends - June 01, 2019.

7. The General Meeting of Shareholders of the Company is recommended to pay the annual consideration to the members of the Board of Directors of PJSC TransContainer in accordance with the provision for payment of remunerations and compensations to members of the Board of Directors of PJSC TransContainer.

8. The General Meeting of Shareholders of the Company is recommended to approve the resolution on paying annual consideration to the members of the Auditing Committee in accordance with the provision for payment of remunerations and compensations to the members of the Company’s Auditing Committee in the following amount:

  • O.A. Zorina – RUB 225 000.00 (including 50% supplement for the position of the Chairman of the Auditing Committee);
  • S.V. Davydov – RUB 150,000.00;
  • Y.A. Fedosov – RUB 150,000.00;
  • E.V. Yudina – RUB 150,000.00;
  • T.A. Tarynina – RUB 150,000.00;

9. The General Meeting of Shareholders of the Company is recommended to approve the candidacy of JSC PriceWaterhouseCoopers for auditing the financial statements of PJSC TransContainer for 2019 in accordance with the Russian Accounting Principles and International Financial Reporting Standards.

10. The General Meeting of Shareholders of the Company is recommended to approve the restated Regulations on the Board of Directors of PJSC TransContainer.

11. Regarding the item of the agenda for the meeting of the Board of Directors of the Company On Convening the Annual General Meeting of Shareholders of PJSC TransContainer the following resolutions were passed:

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

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

11.3. To determine the date of the General Shareholders Meeting as May 21, 2019.

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

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

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

11.7. To determine the date of making the list of persons entitled to participate in the General Shareholders Meeting as April 29, 2019.

11.8. Elect Kristina Anatolievna Galkina, the Corporate Secretary of PJSC TransContainer, as Secretary of the annual General Meeting of Shareholders.

11.9. 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.

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

- Approval of the Company’s annual report for 2018;

- Approval of the Company’s annual accounting (financial) statements for 2018;

-Distribution of profits and losses of the Company based on the results of the 2018 accounting year;

- Dividend payment (declaration) based on the results of the 2018 accounting year;

- 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 2019;

- Approval of the restated Regulations on the Board of Directors of PJSC TransContainer;

- On the participation of PJSC TransContainer in non-profit organizations;

- Election of members of the Company’s Auditing Committee;

- Election of members of the Company’s Board of Directors;

11.11. To approve the form and text of the notice of the General Shareholders Meeting (Appendix No. 5 to the minutes of the meeting of the Board of Directors)

11.12. 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.com no later than April 21, 2019.

11.13. 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 Meeting of Shareholders:

- Annual report of the Company for 2018;

- 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 of amended Regulations on the Board of Directors of PJSC TransContainer;

- Report on interested-party transactions entered into by PJSC TransContainer in 2018;

- Explanatory note on the participation of the Company in non-profit organizations;

Recommendations of the Board of Directors on items of the agenda of the General Meeting of Shareholders;

- Draft resolutions on items of the agenda of the General Meeting of Shareholders (ballot).

11.14. 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 19, 2019 to May 21, 2019 on business days from 10 a.m. to 5 p.m. Moscow time and on the website of the Company www.trcont.com from April 19, 2019.

11.15. In order to ensure remote access of shareholders to the General Shareholders Meeting the General Director of the Company shall be instructed to provide video broadcasting of the General Shareholders Meeting on the Company’s website in the Internet.

12. The form and text of ballots for voting at the General Meeting of Shareholders were approved, and the mailing address to which the completed ballots can be sent was determined: 19 Oruzheyniy Pereulok, reception, Moscow, 125047.

13. It was resolved to pay a lump bonus to the employees of the Company who made the largest contribution to achievement of the financial and production indicators of 2018.