5.3.5.1. General Information

Organisation

Public Joint Stock Company (“PJSC”) Novorossiysk Commercial Sea Port (“NCSP”) was founded in 1845. NCSP was transformed from a state-owned enterprise to a PJSC in December 1992. NCSP’s principal activities include stevedoring, additional port services, and sea vessel services. NCSP and its subsidiaries (the “Group”) primarily operate in the Russian Federation. The principal activities and significant entities of the Group as at 31 December 2012 were as follows:




Ownership % held*
Significant subsidiaries Nature of business Country of incorporation 31 December 2012 31 December 2011
LLC Primorsk Trade Port Stevedoring and additional port services Russian Federation 100.00% 100.00%
PJSC Novorossiysk Grain Terminal Stevedoring and additional port services Russian Federation 100.00% 100.00%
OJSC Novoroslesexport Stevedoring and additional port services Russian Federation 91.38% 91.38%
OJSC IPP Stevedoring and additional port services Russian Federation 99.98% 99.98%
OJSC Novorossiysk Shipyard Stevedoring and marine vessels repair services Russian Federation 65.18% 65.18%
LLC Baltic Stevedore Company Stevedoring and additional port services Russian Federation 100.00% 100.00%
PJSC Fleet Novorossiysk Commercial Sea Port Tug and towing services and bunkering Russian Federation 95.19% 95.19%
CJSC SoyuzFlot Port Tug and towing services Russian Federation 99.99% 99.99%

* The ownership is calculated based onthe total number ofshares owned bythe Group asofthe reporting dates including preferred shares.

The main subsidiaries of the Group are located in the eastern sector of the Black Sea in Tsemesskaya Bay as well as in the Leningrad and Kaliningrad District.

NCSP is the largest stevedore of the Group and the holding company. It holds the primary cargo-loading district, the Sheskharis oil terminal, the technical support base and the passenger terminal in Novorossiysk. NCSP has eight significant subsidiaries, the primary activities of which are as follows:

LLC Primorsk Trade Port (“PTP”)

PTP is involved in the transshipment of oil and oil products in the port of Primorsk, Leningrad District. The Group acquired 100% of the shares in PTP on 21 January 2011, in order to materially increase the scale of its operations and become a market leader in port management in Russia’s two key regions, the North-Western and Southern basins.

PJSC Novorossiysk Grain Terminal (“Grain Terminal”)

Grain Terminal manages grain storage and a shipment terminal in the western part of the Tsemesskaya Bay.

OJSC Novoroslesexport (“Novoroslesexport”)

Novoroslesexport provides stevedoring and storage services for the export of timber, containerised cargo, ferrous and nonferrous metals.

OJSC IPP (“IPP”)

IPP is a liquid-cargo processing enterprise, and also provides bunkering services.

OJSC Novorossiysk Shipyard (“Shipyard”)

Shipyard is the largest ship-repair enterprise in the South of Russia that has a major universal port at its disposal. The cargo specialization of Shipyard is the transshipment of ferrous metals and cement. It also handles loose goods in soft containers and big bags, construction cargo, oversize cargo, food and perishable cargo, and roll-on roll-off cargo at its own ferry berth.

LLC Baltic Stevedore Company (“BSC”)

BSC is a stevedoring company operating the container, car-ferry, cargo and passenger terminal of the Baltiysk port in the Kaliningrad District.

PJSC Fleet Novorossiysk Commercial Sea Port (“Fleet”)

Fleet is a maritime tug and towing company. It provides most of the tug and towing, mooring and bunkering services for ships and other maritime vessels at and around the Novorossiysky Port (the “Port”). In addition, it carries out emergency services such as transferring vessels to shelter zones during emergencies, cleaning and containment services for oil or other liquid spills in and around the Port and hazardous material response and waste management services pursuant to its agreement on water use with Kubanskoye Basin Department of the Krasnodar District under the Russian Ministry of Natural Resources.

CJSC SoyuzFlot Port (“SFP”)

SFP is a subsidiary of PTP. According to a decision of the shareholders’ meeting on 25 April 2012, the company’s name was changed from CJSC Sovfracht-Primorsk to the Joint Stock Company “SoyuzFlot Port”. SFP is the operator of towing, pilotage and tug and towing services in the Port of Primorsk in the Leningrad District.

Golden share

According to decree No.1343-r dated 12 August 2010, which was issued by the Government of the Russian Federation, the Government has the right to obtain a golden share in companies. This golden share provides the holder with special rights in comparison with other shareholders, and allows the state to block decisions made by shareholders to amend the charter, as well as decisions relating to liquidation, corporate restructuring and significant transactions. During 2010, the Government enacted this right to hold a golden share in the Group so that it may exercise significant influence over the Group without the actual need to acquire significant ownership.

Going concern assumption

The accompanying consolidated financial statements of the Group have been prepared assuming that the Group will continue as a going concern, which presumes that the Group will, for the foreseeable future, be able to realise its assets and discharge its liabilities in the normal course of business.

  © PJSC «Novorossiysk Commercial Sea port» 2013