Resolutions Passed at Extraordinary General Meeting of Shareholders of PJSC «RPC UWC»

12.05.2016

PJSC “RPC “United Wagon Company” (“RPC UWC” or the “Company”) (MOEX: UWGN) publishes the resolutions taken at the Extraordinary General Meeting of the Company’s Shareholders (the “EGM”) held on 11 May 2016.

The meeting resolved that:

1. The following transaction of interest be approved: an additional monetary contribution by the Company of RUB 1,434,904,000 to the assets of CJSC «TikhvinSpetsMash», its subsidiary, for the purposes of increasing the asset value thereof, such contribution to be made in one or several instalments not later than 31/12/2017.

2. The following transaction of interest be approved: entering into the Securities Pledge Agreement (pledge of shares of CJSC «TikhvinSpetsMash») between PRC UWC (the “Pledgor”) and PJSC Bank Otkritie Financial Corporation (the “Pledgee”) aimed to secure due performance of all obligations of CJSC «TikhvinSpetsMash» (the “Borrower”) arising out of the Non-Revolving Credit Facility Agreement dated 30 October 2015 as amended by Amendment Agreement No. 1 dated 13 November 2015 thereto, executed by and between PJSC Bank Otkritie Financial Corporation and the Borrower.

The Share Pledge Agreement shall be entered into on the following terms and conditions:

The Pledgor pledges with the Pledgee 100% of ordinary shares, their total nominal value being RUB 10,000 and assessed value being RUB 10,000.
The subject of pledge shall secure all obligations of the Borrower (its successors) under the Non-Revolving Credit Facility Agreement and all such obligations as may arise out of the Non-Revolving Credit Facility Agreement, if the latter is considered unenforceable (null or void), including with respect to the Borrower's obligation to repay the amount of RUB 5,739,614,000 with the interest payable thereon pursuant to Article 395 of the Civil Code of the Russian Federation.

The terms and conditions of the Non-Revolving Credit Facility Agreement are as follows:

Credit facility: RUB 5,739,614,000
The term of the credit facility: The credit facility shall be granted for a term of 9 years.
The applicable interest rate: The interest rate shall not exceed the maximum allowable rate under the Investment Support Program for investment projects implemented in the Russian Federation by virtue of project funding, approved by Regulation of the Government of the Russian Federation No. 1044 dated 11 October 2014, but in any case, it shall not be lower than the funding rate of the Bank of Russia plus 1.5% per annum, where the funding rate of the Bank of Russia is the rate of the Bank of Russia applicable refunding operations under the Program available on http://www.cbr.ru. The current interest rate is 10.5% per annum.

3. The following transactions of interest be approved:

3.1 Entering into the Amendment Agreement to the Agreement on Delegation of Authority of Sole Executive Body dated 27/12/2013 by and between RPC UWC (the “Management Company”) and “Vostok1520” LLC (the “Managed Company”) on the terms and conditions set forth in Schedule No. 1 to the EGM minutes.
3.2 Entering into the Amendment Agreement to the Agreement on Delegation of Authority of Sole Executive Body dated 18/01/2012 by and between RPC UWC (the “Management Company”) and LLC “RAIL1520” (the “Managed Company”) on the terms and conditions set forth in Schedule No. 2 to the EGM minutes.
3.3 Entering into the Amendment Agreement to the Agreement on Delegation of Authority of Sole Executive Body dated 01/02/2013 by and between RPC UWC (the “Management Company”) and LLC “RAIL1520 SERVICE” (the “Managed Company”) on the terms and conditions set forth in Schedule No. 3 to the EGM minutes.
3.4 Entering into the Amendment Agreement to the Agreement on Delegation of Authority of Sole Executive Body dated 13/11/2013 by and between RPC UWC (the “Management Company”) and LLC “RAIL1520 LEASING” (the “Managed Company”) on the terms and conditions set forth in Schedule No. 4 to the EGM minutes.
3.5 Entering into the Amendment Agreement to the Agreement on Delegation of Authority of Sole Executive Body dated 13/11/2013 by and between RPC UWC (the “Management Company”) and “RAIL1520 WAGON” LLC (the “Managed Company”) on the terms and conditions set forth in Schedule No. 5 to the EGM minutes.
3.6 Entering into the Amendment Agreement to the Agreement on Delegation of Authority of Sole Executive Body dated 01/11/2012 by and between RPC UWC (the “Management Company”) and JSC “TVSZ” (the “Managed Company”) on the terms and conditions set forth in Schedule No. 6 to the EGM minutes.
3.7 Entering into the Amendment Agreement to the Agreement on Delegation of Authority of Sole Executive Body dated 03/10/2014 by and between RPC UWC (the “Management Company”) and CJSC «TikhvinSpetsMash» (the “Managed Company”) on the terms and conditions set forth in Schedule No. 7 to the EGM minutes.
3.8 Entering into the Amendment Agreement to the Agreement on Delegation of Authority of Sole Executive Body dated 01/05/2014 by and between RPC UWC (the “Management Company”) and CJSC «TikhvinChemMash» (the “Managed Company”) on the terms and conditions set forth in Schedule No. 8 to the EGM minutes.
3.9 Entering into the Amendment Agreement to the Agreement on Delegation of Authority of Sole Executive Body dated 27/10/2014 by and between RPC UWC (the “Management Company”) and JSC “Heavy Engineering Works” (the “Managed Company”) on the terms and conditions set forth in Schedule No. 9 to the EGM minutes.

4. In addition to its placed shares, RPC UWC may place up to 500,000,000 ordinary registered shares (authorized shares) with a nominal value of RUB 1 for a total amount of RUB 500,000,000. The holders of the placed authorized shares shall enjoy the rights equivalent to the rights envisaged by the RPC UWC’s Charter and the legislation in force for holders of PRC UWC’s ordinary stock. The authorized shares may be issued in a non-documentary form.

5. The amended Charter of RPC UWC be approved (Version No.4).

Thank you!

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