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Global Ports Inv (GLPR)

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Tuesday 18 June, 2019

Global Ports Inv

Results of Annual General Meeting of members

RNS Number : 5831C
Global Ports Investments PLC
18 June 2019
 

 

2138007WMNVQAVLMP351

 

For immediate release                                                                                                                     18 June 2019

Results of Annual General Meeting of members and changes in Board Committees

Global Ports Investments PLC ("Global Ports" or the "Company", together with its subsidiaries and joint ventures, the "Group" or the "Global Ports Group"; LSE ticker: GLPR) today announces that the Company held its Annual General Meeting of members (AGM) under the chairmanship of Mr Soren Jakobsen, Non-Executive Director.

The AGM was held at BG WAYWIN PLAZA, Office 302, 62 Agiou Athanasiou Avenue, 4102, Limassol, Cyprus on 18 June 2019 at 08.00am (Cyprus time), and had a quorum with 422,713,415 ordinary shares of the Company, which constitutes 100% of the issued share capital of the Company entitled to participate in this meeting and vote on the matters of the agenda.

The AGM adopted the following resolutions, being items of ordinary business as follows:

1.        To receive and consider and, if thought fit, adopt the statutory audited parent company and consolidated financial statements of the Company for the financial year ended 31 December 2018, together with the management reports and independent auditor`s reports.

2.        To re-appoint PricewaterhouseCoopers Limited as auditors of the Company, to hold office until the conclusion of the next annual general meeting at which the accounts will be laid before the Company and to authorise the Board of Directors to determine the remuneration of the auditors.

3.        To set the number of directors to be 11.

4.        To re-elect Mrs. Britta Dalunde as a director of the Company for a period of one year with no changes in the level of her remuneration for the fulfilment of the Company's director's duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

5.        To re-elect Mr. Morten Engelstoft as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfilment of the Company's director's duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

6.        To re-elect Mr. Soren Jakobsen as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfilment of the Company's director's duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

7.        To re-elect Mr. Demos Katsis as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfilment of the Company's director's duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

8.        To re-elect Mrs. Inna Kuznetsova as a director of the Company for a period of one year with no changes in the level of her remuneration for the fulfilment of the Company's director's duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

9.        To re-elect Mr. Lampros Papadopoulos as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfilment of the Company's director's duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

10.  To re-elect Mr. Sergey N. Shishkarev as a director of the Company for a period of one year with no changes in the level of his remuneration for the fulfilment of the Company's director's duties; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

11.  To elect Mr. Shavkat Kary-Niyazov as a director of the Company for a period of one year with no remuneration; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

12.  To elect Mr. Mogens Petersen as a director of the Company for a period of one year with no remuneration; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

13.  To set the gross remuneration payable to the independent non-executive directors for the chairmanship of the committees of the Board of Directors of the Company at EUR15.000 per annum pro rata to the term held by the respective director actually.

14.  To replace the Terms of reference of the Board of directors of the Company with the amended Terms of reference attached to this resolution with effect from the date of this resolution.

15.  To re-elect Mr. Anton Chertkov as a director of the Company for a period of one year with no changes in the level of his remuneration; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

16.  To elect Ms. Alexandra Fomenko as a director of the Company for a period of one year with no remuneration; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2020.

The proposed resolutions to elect Mr. Khachatur Pombukhchan and Mr. Ilya Sattarov were not voted at the AGM as both the candidates had withdrawn their candidacies.

Mr. Morten Engelstoft, the Chairman of the Board of Directors commented:

"I would like to express my sincere gratitude to each of the outgoing Directors for their insights, expertise and contribution to Global Ports' improved performance over the last few years. At the same time, I am delighted to welcome our new Directors who will be a valuable addition to the Board, given their extensive industry and commercial experience, and I look forward to working with them".

The Board of Directors ("the Board") held its meeting and among other resolutions, the Board passed the following

1.     To elect Mr. Morten Engelstoft as the Chairman of the Board of Directors of the Company responsible for the duties delegated to him in the Terms of Reference of the Board of Directors.

2.     To approve the merger of the Nomination Committee and Remuneration Committee into one Nomination and Remuneration Committee and its Terms of Reference.

3.     To elect Mr. Anton Chertkov, Mr. Morten Engelstoft and Mrs. Inna Kuznetsova as members of the Nomination and Remuneration Committee responsible for duties delegated to them in the Terms of Reference of the Board of Directors and the Nomination and Remuneration Committee.

4.     To elect Mrs. Inna Kuznetsova as the Chairwoman of the Nomination and Remuneration Committee responsible for duties delegated to her in the Terms of Reference of the Board of Directors and the Nomination and Remuneration Committee.

5.     To approve the establishment of the Strategy Committee and its Terms of Reference.

6.     To elect Mr. Anton Chertkov, Mr. Soren Jakobsen, Mr. Lambros Papadopoulos, Mr. Mogens Petersen and Mr. Sergey Shishkarev as members of the Strategy Committee responsible for duties delegated to them in the Terms of Reference of the Board of Directors and the Strategy Committee.

7.     To elect Mr. Sergey Shishkarev as Chairman of the Strategy Committee responsible for duties delegated to him in the Terms of Reference of the Board of Directors and the Strategy Committee.

8.     To elect Mrs. Britta Dalunde, Ms. Alexandra Fomenko, Mrs. Inna Kuznetsova, Mr. Lambros Papadopoulos and Mr. Mogens Petersen as members of the Audit and Risk Committee responsible for duties delegated to them in the Terms of Reference of the Board of Directors and the Audit and Risk Committee.

9.     To elect Mrs. Britta Dalunde as Chairwoman of the Audit and Risk Committee responsible for duties delegated to her in the Terms of Reference of the Board of Directors and the Audit and Risk Committee.

On the same day Mr. Alexander Iodchin was re-appointed as the General Manager of the Company and the Secretary of the Board of Directors. Mr. Alexander Iodchin will continue to be responsible for the day-to-day activities of the Company.

Annex 1 to the Announcement: Brief biographies of the new members of the Board of Directors below (in alphabetical order). Biographies of re-elected directors can be found at www.globalports.com.

Ms. Alexandra Fomenko

In her career Ms. Alexandra Fomenko has undertaken a number of commercial and management roles in Ukraine, France and the UAE. Between 2011 and 2013 Ms. Fomenko worked as an import manager at HC EAST LTD. She held the position of export manager assistant at Vermillon SARL between 2014-2015, and later became the commercial manager of Solaris Commodity DMCC in Dubai, the position she holds to date. In September 2018, Ms. Fomenko was appointed adviser to the President of Delo Group. 

Ms. Alexandra Fomenko graduated with both a Bachelor and Masters degree (with honours) in International Economics from Donetsk National Technical University in Donetsk, Ukraine. She also holds a Master degree in Management of International Business from IAE Aix Graduate School of Management, Aix-en-Provence, France.

Dr. Shavkat Kary-Niyazov

A mathematician and academician, Mr. Kary-Niyazov began his corporate career in 1995 as CFO of Academservice Ltd, the Russian tour operator, before moving to Sovlink LLC, the boutique investment-banking firm, in 1997. After the merger of Sovlink with Aljba Alliance Bank in 2000, he then became Managing Director of SL Capital Services Ltd (Cyprus), an international financial company and portfolio company of the merged group from 2002-2005.

Mr. Kary-Niyazov has 14 years of experience in the transport industry, becoming President of Marine Façade, St. Petersburg, member of First Quantum Group in 2005. This project is focused on land reclamation and development in Saint Petersburg, Russia and has so far reclaimed more than 250 ha. of land and completed the construction of the Passenger Port "Marine Façade of St. Petersburg". In addition to his role as President of Marine Façade, he served as President of the National Container Company in 2006 before taking on his current role as President of First Quantum Group which he has held since 2011.

Mr. Kary-Niyazov graduated from Moscow M.V.Lomonosov State University with Masters in Mathematics (with distinction), which he followed up with a Ph.D in topology and geometry at the same institution.

Mr. Mogens Petersen

Mr. Petersen has over 11 years of experience in the transport industry, sea ports and shipping. He has held the position of APM Terminals' Portfolio Manager, Russia and the Baltics since November 2018. He joined the company in 2007 and held various finance roles globally before becoming Senior Advisor in Finance, Strategy, Audit & Risk at Global Ports Investments Plc from 2014 - 2017, following APM Terminals' acquisition of its shareholding in the company. Between 2017 and 2018 he managed the Capital Investments Program at APM Terminals focusing on improving customer relations, cost leadership and portfolio management. He began his career in 1996 at Energinet, a Danish energy company, before spending seven years at utility Hofor, where he focused on renewable energy.

Mr. Petersen has an MBA from Henley Business School, UK as well as an MSc. (Economics) from the University of Aarhus, Denmark and a degree in Finance and Economics (DEA) from the Université Louis Pasteur, Strasbourg.

Annex 2 to the Announcement:

Terms of Reference of the Board of Directors, the Nomination and Remuneration Committee and  the Strategy Committee are available on www.globalports.com and here:

http://www.rns-pdf.londonstockexchange.com/rns/5831C_1-2019-6-18.pdf

http://www.rns-pdf.londonstockexchange.com/rns/5831C_2-2019-6-18.pdf

http://www.rns-pdf.londonstockexchange.com/rns/5831C_3-2019-6-18.pdf

ENQUIRIES

Global Ports Investor Relations

Mikhail Grigoriev / Tatiana Khansuvarova

+357 25 313 475

+7 916 991 73 96

Email: [email protected]

 

Global Ports Media Relations

Anna Vostrukhova

+357 25 313 475

E-mail: [email protected] 

 

Teneo

Zoë Watt / Douglas Campbell

+44 20 7260 2700

E-mail: [email protected]

 

NOTES TO EDITORS

Global Ports Investments PLC

Global Ports Investments PLC is the leading operator of container terminals in the Russian market by capacity and container throughput[1].

Global Ports' terminals are located in the Baltic and Far East Basins, key regions for foreign trade cargo flows. Global Ports operates five container terminals in Russia (Petrolesport, First Container Terminal, Ust-Luga Container Terminal[2] and Moby Dik[3] in the Russian Baltics, and Vostochnaya Stevedoring Company in the Russian Far East) and two container terminals in Finland[4] (Multi-Link Terminals in Helsinki and Kotka). Global Ports also owns inland container terminal Yanino Logistics Park[5] located in the vicinity of St. Petersburg.

Global Ports' revenue for 2018 was 343.6 USD million[6] and Adjusted EBITDA was 217.3 USD million. Consolidated Marine Container Throughput was 1,352 thousand TEU in 2018[7].

Global Ports' major shareholders are Delo Group, one of the largest private transportation and logistics holding companies in Russia (30.75%), and APM Terminals B.V. (30.75%), whose core expertise is the design, construction, management and operation of ports, terminals and inland services. APM Terminals operates a global terminal network of 74 ports and 117 inland services facilities, giving the company a global presence in 58 countries. 20.5% of Global Ports shares are traded in the form of global depositary receipts on the Main Market of the London Stock Exchange (LSE ticker: GLPR).

For more information please see:  www.globalports.com

LEGAL DISCLAIMER

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of Global Ports. You can identify forward looking statements by terms such as "expect", "plan", "project", "believe", "target", "anticipate", "estimate", "intend", "will", "could," "may", "should" or "might" or the negative of such terms or other similar expressions. Global Ports wishes to caution you that these statements are only predictions and that actual events or results may differ materially. Global Ports 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 Global Ports, including, among others, general political and economic conditions, the competitive environment, risks associated with operating in Russia and market change in the industries Global Ports operates in, as well as many other risks related to Global Ports and its operations.

 

 

[1] Management estimates based on the information published by the Association of Sea Commercial Ports ("ASOP"), www.morport.com and public sources.

[2] In which Eurogate currently has a 20% effective ownership interest.

[3] In which Container Finance currently has a 25% effective ownership interest.

[4] In each of which Container Finance currently has a 25% effective ownership interest.

[5] In which Container Finance currently has a 25% effective ownership interest.

[6] According to the Group's Consolidated Financial Information for 2018.

[7] According to the Group's operational results.

 


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