Annual General Meeting of EnergyO Solutions Russia AB (publ)
At the annual general meeting of EnergyO Solutions Russia AB (publ) on 10 April 2013 the following resolutions were adopted:
- In accordance with § 13 of the company’s articles of association, the annual general meeting resolved on whether the company shall continue its operations or if the company shall enter into liquidation. It was resolved that the company shall continue its operations.
- The parent company’s and the group’s income statements and balance sheets for the financial year 2012 were adopted. All available funds were carried forward and no dividend declared. The board of directors and the chief executive officers were discharged from liability for the financial year 2012.
- Seppo Remes, Pontus Lesse, Christopher Granville, Peregrine Moncreiffe and Mats Wandrell were re-elected as board members. Seppo Remes was elected chairman of the board.
- It was resolved that the remuneration to the board shall be SEK 2,300,000 and be allocated as follows: SEK 700,000 to Pontus Lesse and SEK 350,000 each to Christopher Granville, Peregrine Moncreiffe and Mats Wandrell. Further, Mats Wandrell shall receive an additional SEK 400,000 which refers to Mats Wandrell’s duties in the company’s subsidiaries and Peregrine Moncreiffe shall receive an additional SEK 150,000 which refers to Peregrine Moncreiffe’s responsibility for audit issues. No remuneration shall be paid to Seppo Remes. The auditor’s fee shall be paid on the basis of an approved invoice.
- It was resolved to settle the dealings between EOS Russia and Skandinaviska Enskilda Banken (publ) under the synthetic buyback programme. Therefore, the annual general meeting adopted the board of directors’ proposals to reduce the share capital by redemption of 412,963 shares and on bonus issue whereby the company’s share capital shall be increased by transferring funds from the company’s unrestricted equity without issuing new shares.
- The annual general meeting adopted the board’s proposal to renew the authorisation to authorise the Board of Directors, on one or several occasions prior to the next annual general meeting, to resolve on synthetic buybacks of own shares to a maximum of 29.9 per cent of all outstanding shares in the company. To enable the Board of Directors to utilize the buyback authorization, a so-called swap agreement will be entered into with a bank. Such bank will not vote for any shares purchased in connection with the swap agreement otherwise than with respect to issues related to resolutions for redemption of shares.
Stockholm, 10 April 2013
EnergyO Solutions Russia AB (publ)