Press Releases
On April 22, 2016, a meeting of the Board of Directors of PJSC TransContainer was held, at which the following resolutions were adopted:
1. To approve the Company’s Statement of Performance for 2015.
2. To take into account the forecast of the results of the Company in the 1st quarter of 2016.
3. To take into account information on the implementation of the Company’s credit policy as of December 31, 2015.
4. To pay the General Director of the Company P.V. Baskakov a performance bonus based on the results of the 4th quarter of 2015, as well as a one-time performance bonus for 2015.
5. To agree on candidates for managerial positions of the management apparatus of the Company:
· Viktor Ivanovich Zhukov as Director of International Cooperation of PJSC TransContainer;
· Konstantin Sergeevich Kalmykov as First Deputy Financial Director of PJSC TransContainer;
· Dmitry Gennadevich Komissarov as Director of Tax Management of PJSC TransContainer;
· Aleksandr Georgievich Lyubimsky as Director of Integration of Logistics Projects of PJSC TransContainer;
· Aleksandr Valerievich Podilov as General Director for Business Development of PJSC TransContainer;
· Maksim Andreevich Stovba as Director of Organizational Development and HR Management of PJSC TransContainer;
· Yuriy Vadimovich Sukmanov as Director of Logistics of PJSC TransContainer;
· Maria Vasilievna Usenko as Chief Accountant of PJSC TransContainer;
· Margarita Igorevna Fedoseyeva as Director of Corporate Finance of PJSC TransContainer.
6. To agree on the candidacy of Dmitriy Ivanovich Melnichuk for appointment to the post of director of the branch of PJSC TransContainer on the Oktyabrskaya Railway.
7. To take into account the results of the activities of Kedentransservice JSC for 2015.
8. To validate candidates for election to the Board of Directors
Kedentransservice JSC.
9. To take into account information on the assessment of internal control systems, risk management and corporate governance quality carried out by the Internal Audit Service in 2015.
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 annual General Shareholders Meeting – June 28, 2016.
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 – May 12, 2016.
10.8. To elect Olga Aleksandrovna Miller, Corporate Governance Director of PJSC TransContainer, Secretary of the Annual General Shareholders Meeting.
10.9. 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.
10.10. To approve the following agenda of the General Shareholders Meeting:
· Approval of the annual report of the Company;
· Approval of the annual accounting (financial) statements of the Company;
· Distribution of profit and loss of the Company according to the results of the reporting year;
· Payment (announcement) of dividends according to the results of the reporting year;
· Approval of the amended Articles of Association of PJSC TransContainer;
· Approval of the amended Regulations on the Preparation and Holding of the General Shareholders Meeting of PJSC TransContainer;
· Approval of the amended Regulations on the Board of Directors of PJSC TransContainer;
· Approval of the amended Regulations on the Payment of Remuneration and Compensation to the Members of the Board of Directors of PJSC TransContainer;
· 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;
· Election of members of the Auditing Committee of the Company;
· Election of members of the Board of Directors of the Company;
· Approval of the Company’s auditor;
· On validation of conclusion of related-party transactions.
10.11. To approve the form and text of the notice of the annual General Shareholders Meeting;
10.12. 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.ru no later than May 27, 2016.
10.13. 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 Shareholders Meeting:
· Annual report of the Company for 2015;
· Annual accounting 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;
· Assessment of the opinion of the Company’s Auditor prepared by the Audit Committee;
· 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;
· Draft amended Regulations on the Preparation and Holding of the General Shareholders Meeting of PJSC TransContainer;
· Draft amended Regulations on the Board of Directors of PJSC TransContainer;
· Draft amended Regulations on the Payment of Remuneration and Compensation to the Members of the Board of Directors of PJSC TransContainer;
· Recommendations of the Board of Directors on items of the agenda of the General Shareholders Meeting;
· Explanatory notes on the issue “On validation of conclusion of related-party transactions”;
· Draft resolutions on the agenda items of the annual General Shareholders Meeting (ballots).
10.14. 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 May 27, 2016 to June 28, 2016 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 May 27, 2016.
11. To validate the provision of charity support to:
· employee of the Company in compensation of expenses for expensive treatment of his mother in the amount of 397,785 rubles;
· employee of the Company for expensive treatment in the amount of 920,185 rubles.
12. To instruct the General Director of the Company to ensure in 2016:
· procurement of goods, works, services based on a reasonable need in accordance with production programs, budget parameters and the procurement plan;
· increase in the share of electronic procurement in quantitative terms of open tender procurement to a level of at least 25%;
· decrease in the share of purchases made by non-competitive methods;
· share of purchases from small and medium-sized enterprises in the total annual volume of purchases at the level not less than established by the Decree of the Government of the Russian Federation dated December 11, 2014 No. 1352;
· increase in the share of procurement of innovative goods (works, services).
13. To validate a number of transactions including related-party transactions.
Corporate Secretary of
PJSC TransContainer
O.A. Miller
Tel. +7 (495) 788-17-17, ext. 1017
