29.12.2017 PJSC NCSP: Notice of EGM, Agenda, and Record Date
NCSP Group (LSE: NSCP; MICEX: NMTP) hereby announces that in a meeting dated 25 December 2017 PJSC NCSP’s Board of Directors approved the following decisions.
1. To convene an extraordinary general meeting of Shareholders of PJSC NCSP in compliance with article 55 of the Federal law on Shareholding companies by request of Novoport Holding Ltd., which is a shareholder of PJSC NCSP holding 10% or more shares, dated 21 December 2017.
2. To establish these procedures for conducting the extraordinary general meeting:
2.1. Form of meeting – joined attendance;
2.2. Place of meeting – 9 Admirala Serebryakova embankment (Marine Culture Center), Novorossiysk, Russian Federation;
2.3. Beginning of meeting – 11:00 am Moscow time;
2.4. Beginning of registration of meeting participants – 9:00 am Moscow time
2.5. Mail-in bulletins must be addressed to:
Independent Registrar Company
18 bldg. 5B Stromynka str., Moscow, 107076, Russian Federation
1 Svobody str. (Office 117), Novorossiysk, 353900, Russian Federation
NCSP Corporate Secretary office
Room 104 at 2 Mira str., Novorossiysk, 353907, Russian Federation
3. To establish the record date for registering shareholders eligible to participate in the extraordinary general meeting as 09 January 2018.
4. To approve the agenda of the extraordinary general meeting of shareholders:
1.1. Early termination of powers of PJSC NCSP Board of Directors;
1.2. Election of PJSC NCSP Board of Directors.
5. To establish that any shareholder or shareholders, holding collectively 2% or more of PJSC NCSP share capital, may propose candidates to the Board of Directors no later than 30 days before the date of the meeting – by 02 February 2017.
6. To approve the wording of the Notice of the extraordinary general meeting to be distributed as follows:
a. By communication to all shareholders eligible to participate in the meeting as specified by the Charter of PJSC NCSP by 12 January 2018;
b. By publication on PJSC NCSP corporate website at http://nmtp.info/;
c. By notice to the Registrar of PJSC NCSP which is to be communicated in electronic form to nominal holders identified in the register and clients thereof.
7. To provide shareholders with the following information related to the meeting:
a. Copy of Novoport Holding Ltd. request to convene the meeting;
b. Profiles of the candidates to the Board of Directors, and information whether written consent to nominate was obtained from the candidates or not;
c. Draft resolutions of the meeting;
d. Information on shareholding agreements executed during 12 months prior to the date of the meeting.
8. Above mentioned information shall be made available to shareholders, eligible to participate in the meeting:
a. From 12 February 2017 till 04 March 2017 during 10:00am – 16:00pm on working days at NCSP Corporate Secretary office, Room 104 at 2 Mira str., Novorossiysk, 353907, Russian Federation;
b. On the day of the meeting on 05 March 2017 at the place of the meeting at 9 Admirala Serebryakova embankment (Marine Culture Center), Novorossiysk, Russian Federation;
c. By publication on PJSC NCSP corporate website at http://nmtp.info/
About NCSP Group
NCSP Group is the largest port operator in Russia and the third largest in Europe by cargo turnover in 2015. NCSP Group trades on Moscow Exchange (NMTP) and London Stock Exchange (NCSP). NCSP Group volumes in 2015 totaled 139.7 million tons. Consolidated revenue to IFRS in 2015 totaled $877 million and EBITDA $657 million. NCSP Group consists of: PJSC Novorossiysk Commercial Sea Port, LLC Primorsk Trade Port, JSC Novorossiysk Grain Terminal, OJSC Novorossiysk Ship Repair Yard, JSC NCSP Fleet, JSC NLE, OJSC IPP, Baltic Stevedore Company LLC, and JSC SFP.
Kristina Senko, Public Relations: KSenko@ncsp.com
Mikhail Shchur, Investor Relations: MShchur@ncsp.com