Notice of Annual General Meeting
May 28, 2018
NCSP Group (LSE: NSCP; MICEX: NMTP) hereby announces that in a meeting dated 25 May 2018 PJSC NCSP's Board of Directors approved the following decisions:
1. To convene the Annual General Meeting of Shareholders of PJSC NCSP in the form of joined attendance at 12:00 am Moscow time on June 29, 2018 at 29 Admirala Serebryakova embankment (Hilton Garden Inn), Novorossiysk, Russian Federation, registration of participants beginning at 10:00 am.
2. Mail-in bulletins can be sent at one of the following addresses:
- Independent Registrar Company, 18 bldg. 5B Stromynka str., Moscow, 107076, Russian Federation;
- NCSP Corporate Secretary, room 104 at 2 Mira str., Novorossiysk, 353907, Russian Federation.
3. To establish the record date for registering shareholders eligible to participate in the Annual General Meeting of Shareholders as 5 June 2018
4. To approve the agenda of the Annual General Meeting of Shareholders as follows:
4.1. Approval of the annual report;
6.2. Approval of the annual accounting (financial) statements;
6.3. Approval of the distribution of profits for 2017;
6.4. Approval of the amount, terms of payment, and record date for payment of the 2017 dividend;
6.5. Approval of remuneration to Directors, except those in public service;
6.6. Approval of remuneration to members of the Audit Commission, except those in public service;
6.7. Election of the Board of Directors;
6.8. Election of the Audit Commission;
6.9. Approval of the auditor.
5. To notify shareholders of the upcoming AGM:
- by announcement on PJSC NCSP corporate website at http://nmtp.info/;
- by registered mail or personal delivery for all shareholders identified in the register, as well as by electronic communication with digital signature for nominal holders identified in the register.
6. To provide shareholders with the following information related to the AGM:
6.1. Annual report for 2017 and the conclusion of the Audit Commission on the results of its audit;
6.2. Annual accounting (financial) statements for 2017, the Auditor's report and the Audit Commission's report on the fairness of the data contained in the accounts;
6.3. Recommendations of the Board of Directors regarding distribution of profits, as well as the amount of dividend on the Company's shares and the payment order, according to the results of 2017 reporting year;
6.4. Profiles of the candidates to the Board of Directors and the Audit Commission, as well as confirmation of written consent of the candidates to be elected to the Board of Directors and the Audit Commission or absence thereof;
6.5. Recommendations of the Board of Directors regarding remuneration and compensation of expenses to members of the Board of Directors and the Audit Commission of the Company related to the performance of their duties;
6.6. Draft decisions on the agenda of the Annual General Meeting of shareholders;
6.7. Details of the Auditor to be approved by Annual general meeting of shareholders;
6.8. Evaluation of the Auditor's report prepared by the Audit Committee of the Board of Directors;
6.9. Details of shareholder's agreements executed one year prior to the AGM date.
7. The following procedure for the information (materials) provision to persons entitled to participate in the annual General meeting of shareholders in preparation for the Annual General Meeting of shareholders is established as follows:
The above-mentioned information shall be made available to shareholders from May 30, 2018:
- from 10:00 am till 16:00 pm on working days at NCSP Corporate Secretary office (Room 104 at 2 Mira str., Novorossiysk, 353907, Russian Federation) until June 28; as well as on May 29, 2018, at the place of AGM
- by electronic communication with a digital signature for nominal holders identified in the register;
- by the publication of documents listed in paragraphs 6.1. to 6.9. hereof on PJSC NCSP corporate website at www.nmtp.info.
8. To include the following candidates to the Audit Commission on the voting bulletin.
8.1. Viktor Borodayenko
8.2. Nikolay Melnikov
8.3. Sergey Serdyuk
8.4. Andrey Kuzmin
9. To recommend JSC PricewaterhouseCoopers Audit to the Annual General Meeting of shareholders for approval as the Company's auditor for 2018.
10. To approve the form and wording of the voting bulleting for the Annual General Meeting.
11. To appoint Chairman of the Board of Directors Dmitriy Pristanskov to preside at the AGM, to be succeeded by the member of the Board Sergey Kireev in his absence.
12. To appoint the Corporate secretary of PJSC NCSP Vladimir Matveev as Secretary of the AGM, to be succeeded by Secretary of the Board Andrey Chernykh in his absence.
13. To preliminary approve the Company's annual report for 2017, the accounting (financial) statements, the report on transactions concluded by PJSC NCSP in 2017, and recommend it for approval by the AGM.
14. To recommend the AGM making the decision not to pay remuneration to members of the Board of Directors who are non-state employees for work in the Board of Directors for the period from 01 January 2018, until the election of a new Board of Directors by the Annual General Meeting of shareholders of the Company.
15. To recommend the AGM making the decision to set annual remuneration for work as a part of the Audit Commission in the amount of 12 000 rubles to members of the Audit Commission who are non-state employees.
NCSP Group is the largest port operator in Russia by cargo turnover. NCSP Group is traded on Moscow Exchange (NMTP) and London Stock Exchange as GDRs (NCSP). NCSP Group volumes in 2017 totaled 143 million tons. NCSP Group consists of PJSC Novorossiysk Commercial Sea Port, LLC Primorsk Trade Port, LLC Novorossiysk Grain Terminal, JSC Novorossiysk Ship Repair Yard, JSC NCSP Fleet, JSC NLE, LLC IPP, Baltic Stevedore Company LLC, and JSC SFP.
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