ENERGYO SOLUTIONS RUSSIA AB NOTICE TO ANNUAL GENERAL MEETING
Shareholders in EnergyO Solutions Russia AB (publ) (hereafter "EOS Russia" or "the Company") are summoned to the annual general meeting at Best Western Kom Hotel, Döbelnsgatan 17, Stockholm, on Monday 23 April 2012 at 11.00.
Shareholders who wish to participate in the annual general meeting shall, firstly, be included in the shareholders’ register maintained by Euroclear Sweden AB on Tuesday 17 April 2012 and, secondly, notify the Company of their attendance not later than on Tuesday 17 April 2012.
Notification of attendance
Notifications of attendance shall be made in writing prior to the abovementioned date and sent to EOS Russia AB, Investor Relations, Birger Jarlsgatan 58, 114 29 Stockholm. Notification may also be made by phone on +46 8 407 31 50, per fax on +46 8 407 31 59 or by email to: . Notification by phone can be made on weekdays between 10.00 and 16.00. The notification of attendance must state: name, personal identification number or corporate registration number, shareholding, address, a daytime telephone number and information on any assistants.
Nominee registered shareholders
In order to be able to participate in the meeting, shareholders whose shares are managed by a bank or securities institution, must temporarily register the shares in their own name. Such registration must be processed by Tuesday 17 April 2012. Accordingly, shareholders should inform the nominee of this well in advance of such date.
Shareholders represented by proxy must issue a written, signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration documents of the legal entity must be enclosed. In order to facilitate entry to the meeting, the original versions of the power of attorney and registration documents, as well as any other authorization documents should be received by the Company at the above address well in advance of the meeting. A proxy form is available at www.eos-russia.com.
- Opening of the meeting
- Election of chairman of the meeting
- Drafting and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report, as well as the consolidated accounts and the auditor’s report on the consolidated accounts
- Resolutions regarding adoption of the income statement and the balance sheet, as well as of the consolidated income statement and the consolidated balance sheet
- Resolution regarding appropriation of the Company’s profit or loss in accordance with the approved balance sheet
- Resolution regarding discharge from liability of the CEO and the members of the board of directors
- Determination of the number of members and deputy members of the board of directors
- Determination of the remuneration to the members of the board of directors and auditor
- Election of members of the board of directors
- Election of auditor
- Closing of the meeting
- Resolution regarding nomination committee
Election of chairman of the meeting, determination of the number of members and deputy members of the board of directors, determination of the remuneration to the board of directors and auditor, election of members of the board of directors and election of auditor (items 2, 11, 12, 13 and 14)
The board of directors proposes the following regarding items 2, 11, 12, 13 and 14:
- Erik Sjöman, member of The Swedish Bar Association, is elected chairman of the annual general meeting (item 2).
- The board of directors shall consist of six members with no deputy members (item 11).
- The remuneration to the board shall be SEK 2,200,000 and be allocated as follows: SEK 700,000 to Pontus Lesse and SEK 500,000 each to Paul Swigart, Christopher Granville and Heinz Sjögren. No remuneration shall be paid to Seppo Remes and Sven Thorngren. The auditor’s fee shall be paid on the basis of an approved invoice (item 12).
- Re-election of board members Seppo Remes, Pontus Lesse, Sven Thorngren, Paul Swigart and Christopher Granville and election of Heinz Sjögren as new board member (item 13).
- Re-election of KPMG AB with Anders Tagde as auditor in charge, for the period up to and including the next annual general meeting (item 14).
Resolution regarding appropriation of the Company’s profit or loss (item 9)
The board of directors propose that there shall be no dividend for 2011 and that the results of the company shall be carried forward.
Resolution regarding nomination committee (item 15)
The board 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 2012, 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.
Accounting documents and auditor’s reports for the financial year 2011 will be available no later than three weeks before the meeting at the Company at the address as mentioned above as well as on EOS Russia’s website www.eos-russia.com and will be sent to shareholders who request so with the Company and state their address.
Stockholm March 2012
EnergyO Solutions Russia AB (publ)
Board of directors