NCSP Announces AGM Date, Dividend Recommendation

Press release

NCSP Board Announces AGM Date and Dividend Recommendation

16 April 2013

NCSP Group (LSE: NSCP; MICEX: NMTP) hereby announces that on April 15, 2013 PJSC NCSP's Board of Directors approved the decision to hold PJSC NCSP's Annual General Meeting of Shareholders on 17 June 2013 at 12:00 p.m. at the Port Worker's Club, 16 Portovaya street, Novorossiysk.

The record date for compiling the list of shareholders eligible to participate in the Annual General Meeting of Shareholders was determined as 28 April 2013.

The following items were approved for the agenda of the Annual General Meeting of Shareholders: 

- approval of the Company's Annual Report (unconsolidated);

- approval of the Annual financial accounts (unconsolidated) including the Company's profit and loss statements (profit-and-loss accounts);

- approval of distribution of Company's profit for 2012 (unconsolidated);

- approval of the amount and terms of dividend payment for 2012;

- election of the Board of Directors (supervisory board);

- election of the Audit commission;

- approval of the Auditor;

- changes and amendments to the charter of PJSC NCSP;

- payment of remuneration to members of the Board of Directors and Audit commission, with the exception of those who hold positions in civil service.

The Board of Directors of PJSC NCSP approved management's proposal to recommend the AGM to make the following decision on distribution of PJSC NCSP net profit (unconsolidated) in the amount of 5,094,169,413.98 rubles:

- To allocate 454,916,839.75 rubles for dividend payment.

- To allocate the remaining portion of the nonconsolidated profit in the amount of 4,639,252,574.23 rubles for PJSC NCSP development.

The Board of Directors made the recommendation to determine the amount of dividends at the rate of 0.02362 rubles per share.

Additionally, the Board of Directors of NCSP PJSC approved certain related party transactions:

With Fleet of Novorossiysk Commercial Seaport PJSC

- Supplemental agreement to the contract on provision of ship docking;

- Contract for provision of drinking water to ships;

- Contract for provision of oil products.

With Novorossiysk ship-repair yard PJSC

- Supplemental agreement to the contract on rendering of services by laboratories of Novorossiysk ship-repair yard PJSC;

- Contract for supply of packaging steel strip.

With IPP JSC

- Contract for sale of transportation equipment.

About NCSP Group

NCSP Group is the largest Russian port operator and the 3rd operator in Europe in terms of cargo turnover. NCSP shares are traded on Russia's MICEX exchange (NMTP) and on the London Stock Exchange in the form of GDRs (NCSP). 50.1% shares of PJSC NCSP belong to Novoport Holding Ltd, beneficiaries owners of which are JSC "Transneft" and Ziyavudin Magomedov (Summa Group). NCSP Group cargo turnover in 2011 totaled 157 million tons. Consolidated revenue according to IFRS in 2011 totaled $1 050 million and EBITDA of $550 million. NCSP Group combines the following stevedore companies: OJSC Novorossiysk Commercial Sea Port, Primorsk Oil Terminal Ltd (since 2011), PJSC Novorossiysk Grain Terminal, OJSC Novorossiysk Ship Repair Yard, PJSC NCSP Fleet, OJSC NLE, OJSC IPP, and Baltic Stevedore Company Ltd.

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