Notice of AGM to be held on 19 April 2013 and appointment of new Chairman
Globaltrans Investment PLC (together with its consolidated subsidiaries the “Company”, “Globaltrans” or the “Group”, LSE ticker: GLTR) today announces that, at a meeting on 22 March 2013, the Board of Directors (“Board”) of Globaltrans convened an Annual General Meeting of shareholders (“AGM”) to be held on 19 April 2013 at 5:00 pm (Cyprus time) at the offices of the Company at City House, 6 Karaiskakis Street, Limassol, Cyprus, and has named an independent director as Chairman of the Board.
The main business on the agenda for the AGM is to consider and, if thought fit, pass the following resolutions:
- To distribute the increased dividends in respect of the financial year ended 31 December 2012 in the amount of 70 US cents per ordinary share/GDR or USD 125.1 million (2011: 64 US cents per ordinary share/GDR or USD 98.9 million). The Board’s decision to increase the dividend reflects the strong underlying financial performance of the operations in 2012 as well as its confidence in the Group’s future prospects, supported by a robust balance sheet and strong cash flows;
- To increase the number of Directors of the Company. The proposed Board will comprise fifteen members, including four independent directors. The enlarged Board and the doubling of the number of independent Directors reflects the increased business activity of the Group and its future expansion plans on the consolidating Russian freight rail market along with the additional demands that this places on the Directors in terms of expertise and responsibility. The proposed new Board members bring with them competencies and experience in the areas of international commodity markets, oil products rail transportation, rolling stock procurement as well as financial management.
The notice of the AGM (including all resolutions proposed) and summary biographies of the candidates for the Board are attached to this announcement.
The Board has decided that it is the right time for the role of Chairman to be held by an independent director further strengthening the Company’s good corporate governance practices. To that end, the Board has named Mr. Michael Zampelas, Senior Independent Non-Executive Director, as the Chairman of the Board. Mr. Zampelas has been an Independent Director of the Globaltrans’ Board since 2008 and has served as Chairman of the Audit Committee and a member of both the Remuneration and Nomination Committees. Mr. Eliseev will continue to serve as a Non-Executive Director of the Board and a member of the Remuneration Committee.
"Globaltrans is at a transformational point in its development and it is both a privilege and challenge to be taking over as Chairman at this exciting time”, said Mr. Zampelas. “The enlarged Board proposed today reflects the need to have the right team and expertise in place to meet the additional demands of our growing company. In addition, the enhanced role of our independent directors ensures we maintain our strong corporate governance standards. I would like to take this opportunity to thank Mr. Eliseev for his contribution in making Globaltrans the company that it is today and I look forward to continuing strengthening the Group’s position as a leading private freight rail group in Russia."
Mr. Zampelas has more than 30 years of management experience, including as a founding member, Chairman and Managing Partner of the accountancy firm Coopers & Lybrand (which later became PricewaterhouseCoopers). Since March 2008 he has held the Position of Vice-President of the Board of Eurobank EFG Cyprus Limited and is the Chairman of its Audit Committee. He is a chartered accountant and a Fellow of the Institute of Chartered Accountants in England and Wales. From 2002 until 2006, Mr. Zampelas was the elected mayor of Nicosia and he is currently the Honorary Consul General of Estonia in Cyprus, a role he has held since 1997.
Globaltrans Investor Relations
Mikhail Perestyuk / Daria Plotnikova
+357 25 328 860
For international media
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Laura Gilbert/Zoë Watt
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NOTES TO EDITORS
Globaltrans is a leading private freight rail transportation group with operations in Russia, the CIS and the Baltic countries. The Group’s main business is the provision of freight rail transportation services. Globaltrans provides services to more than 500 customers and its key customers include a number of large Russian industrial groups in the metals and mining and the oil products and oil sectors.
Globaltrans' global depositary receipts (ticker symbol: GLTR) have been listed on the Main Market of the London Stock Exchange since May 2008. Globaltrans was the first freight rail transportation group with operations in Russia to have an international listing.
To learn more about Globaltrans, please visit www.globaltrans.com
Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of Globaltrans. You can identify forward-looking statements by terms such as 'expect', 'believe', 'anticipate', 'estimate', 'intend', 'will', 'could', 'may' or 'might', the negative of such terms or other similar expressions. Globaltrans wishes to caution you that these statements are only predictions and that actual events or results may differ materially. Globaltrans does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of Globaltrans, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries Globaltrans operates in, as well as many other risks specifically related to Globaltrans and its operations.