Global Ports's Annual General Meeting of shareholders to be held in Cyprus on 29 April 2013
Global Ports Investments PLC , the leading container terminal operator serving Russian cargo flows today announces that at a meeting on March 15th, 2013, the Board of Directors of Global Ports called an Annual General Meeting of shareholders to be held at City House, 6 Karaiskakis Street, Limassol, Cyprus on 29 April 2013 at 10-00am (Cyprus time), to consider and, if thought fit, pass the following resolutions:
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 2012, together with the reports of the directors and independent auditors.
2. To re-appoint PricewaterhouseCoopers Limited as auditors of the Company, to hold office until the conclusion of the next 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 re-elect Mr. Kim Fejfer as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, without any remuneration.
4. To re-elect Mr. Alexander Iodchin as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, with an annual gross remuneration of EUR 287,000.00.
5. To re-elect Mr. Robert Dirk Korbijn as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, without any remuneration.
6. To re-elect Mr. Mikhail Loganov as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, without any remuneration.
7. To re-elect Mr. Tiemen Meester as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, without any remuneration.
8. To re-elect Mrs. Laura Michael as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, without any remuneration.
9. To re-elect Mr. Nikita Mishin as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, without any remuneration.
10. To re-elect Mr. Alexander Nazarchuk as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, without any remuneration.
11. To re-elect Mr. Konstantin Shirokov as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, without any remuneration.
12. To re-elect Capt. Bryan Smith as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, with an annual gross remuneration of USD 290,000.00.
13. To re-elect Mr. Georgios Sophocleous as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, without any remuneration.
14. To re-elect Mrs. Chrystalla Stylianou as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, without any remuneration.
15. To re-elect Mr. Michael Thomaides as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, with an annual gross remuneration of EUR 50,424.00.
16. To re-elect Mrs. Siobhan Walker as a director of the Company for a period of three years; to hold such office until the conclusion of the annual general meeting of the Members of the Company to be held in 2016, with an annual gross remuneration of EUR 75,000.00.
17. To approve the distribution by the Company of dividends, out of the profits made during the year 2012, in the amount of USD 0.08 per share (equivalent to USD 0.24 per global depositary receipt).
In addition, the Company announces that subject to shareholders' approval of the dividend at the AGM, the dividend record date is tentatively set for 08 May 2013. In this case the GDRs are expected to become ex-dividend on 03 May 2013.The payment of the dividends is expected by 01 June 2013.
Brief biographies of the candidates for the Board of Directors:
Kim Fejfer
Mr. Fejfer was appointed CEO of APM Terminals in June 2004 and is based in The Hague, Netherlands company headquarters. He has been a member of the Maersk Group’s Executive Board since January 2011 and is also responsible for DAMCO and Maersk Container Industry. Mr. Fejfer first joined the A.P. Moller-Maersk Group in 1992 and has held a number of roles within the company including positions based in Denmark, Jakarta and Tokyo and became Senior Vice President and Chief Financial Officer of Maersk Inc based in New Jersey, USA in 2000. Mr. Fejfer graduated from the University of Aarhus, Denmark with a Master’s in Finance and Economics. He served as an officer in the Danish Army, and has attended management programs at IMD, Switzerland, Cranfield School of Management in England and Harvard Business School in Cambridge, Massachusetts.
Alexander Iodchin
Mr. Iodchin was appointed as an executive member of the Board of Directors of the Company with the functions of the Secretary of the Board of Directors and the internal auditor of Global Ports in 2008. He resigned from the position of internal auditor in 2011. Mr. Iodchin currently also serves as a member of the Board of Directors of Vostochnaya Stevedoring Company LLC (“VSC”) and Railfleet Holdings Limited. Mr. Iodchin has held a position as a member of the Supervisory Board of Forstok Invest OÜ and Baleani Invest OÜ since February 2008.
Mr. Iodchin graduated from the Lomonosov Moscow State University where he obtained a Master's degree in Economics. He also completed a post-graduate program at the Moscow Institute for Economics and Linguistics and the Lomonosov Moscow State University, where he obtained a Ph.D. in Economics. Mr. Iodchin was a teaching assistant in the Economics Faculty of the Lomonosov Moscow State University from 2004 until June 2008. He has a diploma in international finance, reporting standards and corporate finance.
Robert Dirk Korbijn
Mr. Korbijn joined Orangefield Group in May 2010 as a Director and after setting up and expanding the Cyprus office is now in charge of Business Development. He is also Honorary Treasurer for the Cyprus - Netherlands Business Association.Prior to joining Orangefield Group he was the Finance Director at Leadcom Integrated Solutions Ltd for Turkey, Ghana and the French-speaking countries in Africa from 2007. Prior to that he had tax planning and financial management roles based in the Netherlands at Pan-Invest between 2005 – 2007 and at De Beek Groep between 2003 – 2005. He began his career in 2001 as financial controller for joint venture between Accountantskantoor Boesenach and serial entrepreneur Dr. Jenezon based in Latin-America and then latterly in the Netherlands.
Mikhail Loganov
Mr. Loganov was appointed as a non-executive member of the Board of Directors of Global Ports in 2008. Mr. Loganov is currently finance manager of Leverret Holding Ltd (Cyprus) and from June 2004 until May 2006 was finance manager of Sevtekhnotrans OOO. Mr. Loganov has served as a director of Globaltrans and on its nomination committee since March 2008. From 2001 until 2004 Mr. Loganov worked as a financial analyst for American Express (Europe) Ltd. Mr. Loganov holds a BA (Hons) in Business Studies with Finance from the University of Brighton.
Tiemen Meester
Mr. Meester was appointed Head of Business Implementation of APM Terminals and Vice President in July 2011. He has held various management positions within APM Terminals across Europe, the Middle East and CEE, including Country Manager for Russia and Area Manager for the Eastern Europe for Maersk Line, and CEO of the Port of Salalah, Oman and Regional Manager for West and Central Asia region for APM Terminals. On APM Terminals Group level, he was appointed as CCO in 2007 and Head of Human Resources and Labour Relations in 2008. He began his industry career in 1992 at Sea-land Service Inc. and held operational managerial positions in Latvia, Russia and Pakistan before the company was acquired by AP Moller in 1999.
After graduation from the Dutch Naval College as an engineer and Merchant Marine Officer, Mr. Meester served as a Mariner, spending five years at sea with the merchant fleet, rising to the rank of First Officer before joining Sea-Land Service in 1992. His post-graduate education includes advanced Management and Business course work at the University of Groningen in the Netherlands, Columbia University in New York City, and Harvard Business School in Massachusetts.
Laura Michael
Mrs. Michael is a member of the Institute of Chartered Accountants of Scotland (ICAS) and the Certified Public Accountants of Cyprus (ICPAC). She is the Finance Manager of Orangefield Fidelico, the Cyprus office of Orangefield Group. Before joining Orangefield Fidelico in 2011, she previously worked at Deloitte Ltd (Cyprus) between 2009 – 2011 and started her career at Ernst & Young (London) between 2006 – 2009. Mrs. Michael has a BSc Accounting and Management degree from the University of Bristol, England.
Nikita Mishin
Mr. Mishin was appointed as a non-executive member of the Board of Directors of Global Ports and elected as its Chairman in 2008. In addition, Mr. Mishin has served as the Chairman of the Board of Directors of Petrolesport since 2007 and the Chairman of the Board of Directors of VSC since October 2005. Mr. Mishin has also held the positions of a member of the Board of Directors of Sevtekhnotrans OOO since September 2007 and member of the Board of Directors of New Forwarding Company OAO since June 2007. Mr. Mishin served as a member of the Board of Directors of Severstaltrans ZAO from 1996 until April 2008 and the commercial director of Severstaltrans ZAO from 1996 until September 2009.
He graduated from the Lomonosov Moscow State University where he studied philosophy.
Mr. Mishin is one of the controlling shareholders of TIHL.
Alexander Nazarchuk
Dr. Nazarchuk was appointed as an executive member of the Board of Directors in 2008 and has been the Chief Executive Officer of the Company since 2008. Mr. Nazarchuk has also held the positions of chairman of the council of Vopak E.O.S. (earlier E.O.S.) since December 2004, member of the board of directors of Petrolesport since December 2007 and member of the Board of Directors of VSC since October 2005. Mr. Nazarchuk served as a member of the Board of New Forwarding Company OAO from June 2003 until August 2008, a member of the Board of Directors of Sevtekhnotrans OOO from September 2007 until August 2008, a member of the Board of Directors of AS Spacecom from April 2003 until June 2008 and a senior scientist in International Centre of Scientific and Technical Information of Moscow from December 1996 until December 1998.
He graduated from the Lomonosov Moscow State University with a Doctorate in Philosophy. Dr. Nazarchuk has been a Professor of The Philosophical faculty at the Lomonosov Moscow State University since September 2002. He is the author of four books and numerous articles.
Konstantin Shirokov
Mr. Shirokov was appointed as a non-executive member of the Board of Directors of the Company in 2008. Mr. Shirokov is currently Financial Manager and a member of revision committees of a number of companies of TIHL's group, which positions he has held since 2005 and 2007, respectively. Mr. Shirokov has served as a member of the Board of Directors and an internal auditor for Globaltrans since 2008. He has more than ten years of experience in the areas of financial planning, budgeting, and auditing.
Mr. Shirokov graduated from the Finance Academy of the Russian Federation where he studied International Economic Relations. Mr. Shirokov has also completed a course in Business Management at the Business School of Oxford Brookes University, UK.
Capt. Bryan Smith
Capt. Smith was appointed as a member of the Board of Directors of the Company in 2008 and is a senior independent non-executive director. Capt. Smith has also held the positions of Chairman of the Board of directors of Asian Terminals Incorporated from 2005 to 2009. Capt. Smith served as vice president and managing director for South East Asia at DP World until his retirement from this position in July 2008. He also served as a member of the Board of Directors of VSC and VICS from 1999 until 2008, Railfleet Holdings Limited from 2005 until 2008 and as deputy chairman of the Board of Directors of LCIT (Laem Chabang, Thailand) from 1999 until 2008 and as Chairman of the Board of Directors of SPCT (Saigon, Vietnam) from 2006 until 2008. Capt. Smith is currently serving as the chairman of Sydney Ports Corporation. He received his master mariner qualification at the University of Technology, Sydney, Australia and is a graduate of the Advanced Management Program, Macquarie Graduate School of Management, Macquarie University, Sydney, Australia.
George Sofocleous
Mr. Sofocleous is a qualified Chartered Accountant currently working at Orangefield Fidelico Limited, the Cyprus office of Orangefield Group. Prior to joining Orangefield in 2012, he has worked at Consulco Ltd, Intertax Audit Ltd, Moore Stephens (Limassol) Ltd, and Savvides Audit Ltd based in Cyprus. Mr. Sofocleousis studied Accounting at the Cyprus College (European University Cyprus) and is a student member of the Institute of Association of Chartered Certified Accountants of UK (ACCA).
Chrystalla Stylianou
Mrs. Stylianou is a qualified Chartered Accountant currently working at Orangefield Fidelico Limited, the Cyprus office of Orangefield Group. Prior to joining Orangefield, she has worked at IronFX Financial Services Ltd, Baker Tilly Klitou and DJC Certified Public Accountants based in Cyprus. Mrs. Stylianou studied Accounting at the University of Northumbria at Newcastle, England and is a student member of the Institute of Association of Chartered Certified Accountants of UK (ACCA).
Michael Thomaides
Mr. Thomaides was appointed as an executive member of the Board of Directors in February 2008. He has also been a director at Leverret Holding Ltd (Cyprus) since 2007. He previously served as a director at Globaltrans Investment Plc from 2004 until 2008. Mr. Thomaides graduated with honours from the Southbank University, UK and has a Bachelor of Science degree in consumer product management. He is a member of the Cyprus Chamber of Commerce and The Cyprus Law Society.
Siobhan Walker
Mrs. Walker was appointed as a member of the Board of Directors of the Company in May 2011 and is an independent Non-executive Director and Chairman of the Audit and Risk Committee. Mrs. Walker has over 20 years of banking experience in across multiple disciplines and geographies. She is currently Managing Director with the UK Corporate Division and Financial Sponsor Coverage in ING Bank N.V., London.
Prior to this, Mrs. Walker held a number of senior managerial positions in the Moscow office of ING Bank Eurasia over a period of 13 years. She graduated with Honours from the University of Sussex with a B.A. in International Relations.
Global Ports Investments PLC is the leading operator of container terminals in the Russian market. Global Ports accounts for 29.5 % of the total container volumes in Russian ports and 15% of the total exports of fuel oil from Russia.
Global Ports' terminals are located in the Baltic and Far East Basins, key regions for foreign trade cargo flows. Global Ports operates three container terminals in Russia (Petrolesport and Moby Dik in St. Petersburg, Vostochnaya Stevedoring Company in the Vostochny Port) and two container terminals in Finland (Multi-Link Terminals Helsinki and Multi-Link Terminals Kotka). Global Ports group also includes Yanino Logistics Park located in the vicinity of St. Petersburg and a major oil product terminal, Vopak E.O.S., in Estonia.
Global Ports' consolidated revenue for 2012 was USD 501.8 million. Adjusted EBITDA for 2012 was USD 288 million.
The Group's Russian Ports segment handled a total container throughput of approximately 1,449 thousand TEUs in 2012 (excluding Yanino).
Global Ports major shareholders are Transportation Investments Holding Limited (operating under the brand name of N-Trans), one of the largest private transportation and infrastructure groups in Russia (37.5%), and APM Terminals B.V., whose core expertise is the design, construction, management and operation of ports, terminals and inland services with a global terminal network of 62 operating port facilities and 160 Inland Services operations, giving APM Terminals a global presence in 68 countries (37.5%). The remaining 25% of Global Ports shares are in public hands and held in the form of global depositary receipts listed on the Main Market of the London Stock Exchange (LSE ticker: GLPR).
