26 July 2018
Resolution of the Board of Directors on convocation of the Extraordinary General Shareholders Meeting on 28 September 2018
NCSP Group (LSE: NSCP; MICEX: NMTP) hereby announces that at a meeting on 23 July 2018, PJSC NCSP's Board of Directors approved the decision to hold the Extraordinary General Shareholders Meeting (EGM) of PJSC NCSP in the form of joint attendance on 28 September 2018 at 2 p.m. (Moscow time) at the address: 29 Admirala Serebryakova embankment, Novorossiysk, Russian Federation (Hilton Garden Inn Novorossiysk). The registration of participants starts at 12 a.m. (Moscow time).
The EGM agenda includes the following:
- Early termination of powers of the PJSC NCSP's members of the Board of Directors.
- Election of new members to PJSC NCSP's Board of Directors.
- Decision on payment (announcement) of dividends on the Company's shares (the amount, terms and form of payment).
Mail-in ballots shall be received two days before the EGM at one of the following addresses:
- Independent Registrar Company, 18 bld. 5B Stromynka str., Moscow, 107076, Russian Federation.
- NCSP Corporate Secretary, room 104, 2 Mira str., Novorossiysk, 353907, Russian Federation.
The record date for preparing the list of persons who can participate in the EGM is 6 August 2018.
The shareholders should be notified of the upcoming EGM by 9 August 2018:
- by registered mail or personal delivery to all shareholders identified in the register;
- by announcement on PJSC NCSP's corporate website at http://nmtp.info/;
- by electronic communication with a digital signature.
The list of information related to the EGM that should be presented to the Shareholders is set as follows:
- a copy of the request on holding the EGM by a shareholder, Federal Agency for State Property Management (Rosimushestvo);
- information on candidates to the Company's Board of Directors and presence/absence of a written consent of the nominated candidates for election to the Board of Directors of the Company;
- information on shareholders' agreements signed during the year until the date of the EGM;
- draft resolutions of the EGM.
The above-mentioned information shall be available to the shareholders from 7 September 2018:
- from 10 a.m. until 4 p.m. on working days at NCSP's Corporate Secretary office - Room 104, 2 Mira str., Novorossiysk, 353907, Russian Federation;
- by publication of the documents on PJSC NCSP's corporate website at http://www.nmtp.info/;
- at the date and location of the Extraordinary General Shareholders Meeting on 28 September 2018.
The deadline for acceptance of shareholders' proposals on nominating candidates for election to the Board of Directors is until the end of the working day of 28 August 2018.
The deadline for ballots for voting dispatch is 7 September 2018 inclusively.
In accordance with Article 53 of the Federal Law "On Joint Stock Companies", the proposal of a shareholder, Federal Agency for State Property Management (Rosimushestvo), to include Alexander Tikhonov and Lev Kuznetsov to the list of candidates for election to the Board of Directors at the EGM of the Company is accepted.
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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