The shareholders in EnergyO Solutions Russia AB (publ) are hereby summoned to the annual general meeting on Tuesday 28 April 2015 at 11.00 a.m at the conference center 7A on Strandvägen 7A/Artillerigatan in Stockholm.
Please note that the time previously communicated, 11 p.m, has been corrected to 11 a.m.
Notification of attendance
Shareholders who wish to attend the meeting must be registered in the share register maintained by Euroclear Sweden AB on 22 April 2015. Shareholders with nominee-registered shares must temporarily register the shares in their own names. Such registration must be effected by 22 April 2015. Shareholders should contact their nominee with a request for re-registration well in advance of that date.
Furthermore, shareholders who wish to attend the meeting must notify the company not later than 22 April 2015 of their attendance. Notification of attendance shall be made
The notification of attendance must state name, personal identification number or corporate registration number, address, a daytime telephone number, shareholding and, where appropriate, information about any proxy or shareholder assistants. Shareholders may bring a maximum of two assistants, provided that their attendance is notified as above.
Shareholders represented by proxy must issue a written, signed and dated power of attorney for the proxy. The power of attorney must not have been issued more than one year before the date of the meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as certificate of incorporation and other relevant documents evidencing the authorised representative should reach the company at the above address no later than on 22 April 2015.
A proxy form is available on the company’s website, www.eos-russia.com.
Proposed agenda
1 Opening of the meeting
2 Election of chairman of the meeting
3 Preparation and approval of the voting list
4 Approval of the agenda
5 Election of one or two persons who shall approve the minutes of the meeting
6 Determination of whether the meeting was duly convened
7 Submission of the annual report and the auditor's report, as well as the consolidated financial statements and the auditor's report for the group
8 Resolutions regarding adoption of the income statement and the balance sheet, as well as of the consolidated income statement and the consolidated balance sheet
9 Resolution regarding appropriation of the company's profit or loss in accordance with the approved balance sheet
10 Resolution regarding discharge of the members of the board of directors and for the managing director from liability
11 Determination of the number of directors and deputy directors of the board as well as the number of auditors and deputy auditors
12 Determination of fees for the members of the board of directors and the auditors
13 Election of the directors and deputy directors of the board, as well as auditors and deputy auditors
14 Resolution regarding nomination committee
15 Resolution regarding amendment of articles of association
16 Submission of documents pursuant to Chapter 20 Section 8 as well as Chapter 20 Sections 13 and 14 of the Swedish Companies Act
17 Resolution to redeem shares repurchased under the synthetic buyback program
18 Resolution regarding reduction of share capital with an amount of SEK 249,600,203.754099 without retirement of shares
19 Resolution on authorisation for the Board of Directors to resolve on synthetic buybacks of own shares
20 Closing of the meeting
Proposals to decision
Item 2 – Election of chairman of the meeting
The nomination committee proposes Viktor Magnell, member of the Swedish Bar Association, to be elected chairman of the annual general meeting.
Item 11 – Determination of the number of directors and deputy directors of the board as well as the number of auditors and deputy auditors
The nomination committee proposes that the number of directors shall be four, without deputy directors, and that the company shall have one auditor without a deputy.
Item 12 – Determination of fees for the members of the board of directors and the auditors
The nomination committee proposes that no remuneration shall be paid to Seppo Remes. The nomination committee also proposes that the remuneration to the other board members shall be SEK 600,000 and be allocated as follows: SEK 200,000 to each of the members of the board. The auditor’s fee shall be paid on the basis of an approved invoice.
Item 13 – Election of the directors and deputy directors of the board, as well as auditors and deputy auditors
The nomination committee proposes re-election of board members Seppo Remes, Christopher Granville, Peregrine Moncreiffe, and election of Lars Bergström as board member, up to and including the next annual general meeting. Pontus Lesse has declined re-election. Seppo Remes shall be elected chairman of the Board of Directors.
Further, the nomination committee proposes re-election of KPMG AB, with Anders Tagde as auditor in charge, up to and including the next annual general meeting.
Item 14 – Resolution regarding nomination committee
The Board of Directors proposes that the annual general meeting resolve that the Company shall have a nomination committee consisting of a representative of each of the two largest shareholders or groups of shareholders, based on the number of votes held as of 30 June 2015, together with the chairman of the board. If any of the two largest shareholders declines to appoint a member to the nomination committee, additional shareholders are, by order of size, to be offered appointment until two members are appointed. The chairman of the board shall be chairman of the nomination committee. If a shareholder representative no longer represents the shareholder in question or for any other reason leaves the nomination committee before its work is completed, the shareholder in question shall be entitled to appoint a new member to the nomination committee. A shareholder who has appointed a member to the nomination committee has the right to remove such member and appoint a new member to the nomination committee. In the event a shareholder that has appointed a member is no longer one of the two largest shareholders, the appointed member shall resign and be replaced by a new member in accordance with the above procedure. The nomination committee shall prepare and submit proposals to the general meeting regarding chairman of the board, board members, board fees, auditor and fees to the auditor.
Item 15 - Resolution regarding amendment of articles of association
The Board of Directors proposes that article 4 in the articles of association shall be amended as follows.
| Current wording: | Proposed wording: |
| 4 § Aktiekapital/Share capital | 4 § Aktiekapital/Share capital |
| Aktiekapitalet skall vara lägst 120.000.000 kr och högst 480.000.000 kr. The share capital shall be not less than SEK 120,000,000 and not more than SEK 480,000,000. |
Aktiekapitalet skall vara lägst 15.000.000 kr och högst 60.000.000 kr. The share capital shall be not less than SEK 15,000,000 and not more than SEK 60,000,000. |
Item 17 – Resolution to redeem shares repurchased under the synthetic buyback program
The Board of Directors proposes that the general meeting resolves to redeem shares held by Skandinaviska Enskilda Banken (publ) (“SEB”) pursuant to the company’s synthetic buyback programme in accordance with the proposals set out below. The proposals to reduce the share capital and to increase the share capital by way of a bonus issue, respectively, constitute one aggregate proposal, which is subject to the resolution by the general meeting.
Resolution to reduce the share capital by redemption of shares repurchased under the synthetic buyback programme
The Board of Directors proposes that the general meeting resolves to reduce the share capital by SEK 736,103.617984 by redemption of 107,072 shares repurchased, held by SEB as part of the synthetic buyback programme. The purpose of the reduction is repayment to SEB in order to settle the dealings between the parties under the Buyback Programme. Only SEB shall be entitled to request redemption of shares. The aggregate redemption consideration amounts to SEK 766,106.798464.
Resolution to increase the share capital by way of a bonus issue
In order to achieve a timely and efficient redemption procedure, without having to obtain permission from the Swedish Companies Registration Office or a court of law, the Board of Directors proposes that the company’s share capital is restored to its original amount by a bonus issue. The Board of Directors proposes that the general meeting resolves on bonus issue whereby the company’s share capital shall be increased by SEK 740,000 by transferring funds from the company’s unrestricted equity without issuing new shares.
Item 18 - Resolution regarding reduction of share capital with an amount of SEK 249,600,203.754099 without retirement of shares
The Board of Directors proposes that the share capital shall be reduced by SEK 249,600,203.754099 for allocation of unrestricted shareholders’ equity to be used as decided by the general meeting. The reduction shall be conducted without retirement of shares.
Item 19 – Resolution on authorisation for the Board of Directors to resolve on synthetic buybacks of own shares
The Board of Directors proposes that the general meeting authorises the Board of Directors, on one or several occasions prior to the annual general meeting 2016, to resolve on synthetic buybacks of own shares to a maximum of 29.9 per cent of all shares in the Company. The Company shall for this purpose enter into a so-called swap agreement for a swap of the return on fixed-income funds against the return on the Company’s shares. The counterparty to the swap agreement can be offered to have underlying shares redeemed by the Company.
Qualified majority requirements
A resolution in accordance with the proposal of the board under item 15 and 17 requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Number of shares and votes in the company
At the time of issue of this notice, the total number of shares in the company, as well as the total number of votes, is 42,467,362. The company holds no treasury shares.
Miscellaneous
The board and the managing director shall, if any shareholder so requests and the board believes that it can be done without material harm to the company, provide information at the meeting about circumstances that may affect the evaluation of an item on the agenda or of the financial situation of the company.
Accounting documents and auditor’s reports for the financial year 2014 will be available no later than three weeks before the meeting from the company. The Board of Director’s complete proposals as well as documentation under Chapter 20 Section 8 and Chapter 20 Sections 13 and 14 of the Swedish Companies Act will be available from the company during two weeks prior to the meeting. Copies of the documents will also be sent to those shareholders who request so and who provide their postal address. The documents will also be available on the company’s website www.eos-russia.com.
The reasoned statement from the nominating committee as well as information regarding the directors of the board proposed by the nominating committee is available on the company’s website.
This notice is a translation of a Swedish notice, and in case of any deviation between the two language versions, the Swedish version shall prevail.
Stockholm in March 2015
EnergyO Solutions Russia AB (publ)
The Board of Directors
EOS Russia is an investment company headquartered in Stockholm. The overall objective of the company is to offer attractive returns via investments in the Russian electricity industry. EOS Russia's shares have been listed on First North, a marketplace operated by the Stockholm Stock Exchange, since 25 June 2007. Remium Nordic AB is the Certified Adviser.