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 the conference center 7A, Strandvägen 7A, Stockholm, on Wednesday 10 April 2013 at 11.00 a.m.
Shareholders who wish to participate in the annual general meeting shall, firstly, be included in the shareholders’ register maintained by Euroclear Sweden AB on Thursday 4 April 2013 and, secondly, notify the Company of their attendance not later than on Thursday 4 April 2013.
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: email@example.com. 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 Thursday 4 April 2013. 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 for the CEO and the members of the Board of Directors
- Resolution regarding if the Company shall continue its operations or if the Company shall enter into liquidation
- 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 and chairman of the Board of Directors
- Election of auditor
- Resolution regarding nomination committee
- Proposal from the Board of Directors to redeem shares repurchased under the synthetic buyback program
- Resolution on authorization for the Board of Directors to resolve on synthetic buybacks of own shares
- Closing of the meeting
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, chairman of the Board of Directors and election of auditor (items 2, 12, 13, 14 and 15)
The nomination committee proposes the following regarding items 2, 12, 13, 14 and 15:
- Charlotte Levin, member of The Swedish Bar Association, is elected chairman of the annual general meeting (item 2).
- The Board of Directors shall consist of five members with no deputy members (item 12).
- 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. 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 (item 13).
- Re-election of board members Seppo Remes, Pontus Lesse, Christopher Granville, Mats Wandrell and Peregrine Moncreiffe. Seppo Remes shall be elected chairman of the Board of Directors (item 14).
- 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 15).
Resolution regarding appropriation of the Company’s profit or loss (item 9)
The Board of Directors proposes that there shall be no dividend for 2012 and that the results of the Company shall be carried forward.
Resolution regarding if the Company shall continue its operations or if the Company shall enter into liquidation (item 11)
In accordance with § 13 of the Company’s articles of association, the annual general meeting 2013 shall resolve whether the Company shall continue its operations or if the Company shall enter into liquidation.
The Board of Directors proposes that the meeting resolves that the Company continues its operations with the intention of returning the invested capital to its shareholders in an orderly fashion on the basis of successful realizations of the holdings in its portfolio. The reason for this is that the Board of Directors believes that the expected privatization of the MRSKs is likely to create a unique divestment opportunity through direct sales to strategic investors at valuations higher than current market prices. The current average valuation of those EOS Russia holdings that already have all their distribution assets under the RAB is 0.44x EV/RAB ratio (Enterprise Value to Regulated Asset Base Value). This compares with an estimated average valuation of their emerging market peers at around 1.7x EV/RAB (valuation date 12 February 2013), implying significant potential upside. Also the RAB system for MRSKs was re-launched from 1 January 2013. More than 86 per cent of the sub branches of EOS Russia's five largest holdings are already functioning under the RAB system. All these developments create good grounds to expect underlying asset revaluations, which would be in the interests of EOS Russia's shareholders. In accordance with the updated investment case and strategy approved by the Board, EOS will be aiming at selling the core MRSK stakes directly to strategic investors in connection with the privatizations.
In case of external liquidation, these potential gains would not be realized. In addition, the Board of Directors also wants to emphasize, that the liquidation would lead to a forced selling of illiquid assets, pushing the divestment prices down compared with the current market prices.
A liquidation would entail a high level of unpredictability as regards both the timing and the valuation of the realizations. Timing uncertainties result from the illiquidity of the assets held. As for valuation, calculations of the amount of any proceeds from a liquidation would be subject to high uncertainty. The Company currently publishes daily net asset value reports on the website which may serve as basis for a calculation. The net asset value is based on the market values of the underlying assets. The result of a sale of all such assets is primarily dependent on market conditions and market development, the degree of the underlying assets marketability and the time during which the sales will take place. If any negative factors occur during the liquidation process, the size of the proceeds from the liquidation, which will be adjusted with any close-down costs, may be significantly less than the net asset value used as basis for the calculation.
The Board of Directors has, in accordance with Chapter 25 Section 3 of the Companies Act (Sw. aktiebolagslagen) prepared the following statement outlining the formal consequences and steps that would follow from the annual general meeting resolving that the Company shall enter into liquidation.
The Company would be liquidated immediately after the resolution, unless the annual general meeting resolves on a different date. The resolution to enter into liquidation will be notified to the Companies Registration Office, which appoints the liquidator. A liquidator, who will replace the Board of Directors and the CEO during the liquidation, is responsible for the liquidation of the Company’s operations. The liquidator will summon, via the Companies Registration Office, the Company’s unknown creditors. The notice period for this is six months.
When the company has entered into liquidation and a liquidator has been appointed, the Board of Directors and the CEO immediately gives a report for its management of the Company’s operations during the period for which financial statements are not presented at the annual general meeting. This report shall be audited and presented to the shareholders at a general meeting. In general, during the six month notice period, the assets of the company are realized and payment of the company’s liabilities is being effected. However, the time required for this may be longer depending on the circumstances in the specific case. After the notice period and when all known liabilities have been paid, the remaining assets are distributed to the shareholders, except for the amount corresponding to uncertain claims and liabilities. After completing its duties, the liquidator will provide a final report and the report is reviewed by the Company’s auditor and presented at a general meeting. The general meeting shall resolve on the discharge for liability for the liquidator. When the liquidator has submitted the final report, the company is dissolved.
To calculate the amount of any proceeds from the liquidation is associated with high uncertainty. Please see the description above regarding the calculation of any proceeds from the liquidation.
The total time required for the liquidation process is estimated to be several years, largely due to the illiquidity of the assets held.
Resolution regarding nomination committee (item 16)
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 2013, 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.
Proposal from the Board of Directors to redeem shares repurchased under the synthetic buyback program (item 17)
The Board of Directors proposes that the meeting resolves to redeem shares held by Skandinaviska Enskilda Banken (publ) (“SEB”) pursuant to the Company’s synthetic buyback program resolved at the extraordinary general meeting held 6 February 2013 in accordance with the proposals set out below. It proposed that the resolutions are taken together as one resolution.
Resolution to reduce the share capital by redemption of shares repurchased under the synthetic buyback program (item 17 a)
The Board of Directors proposes that the meeting resolves to reduce the share capital by redemption of shares held by SEB pursuant to the Company’s synthetic buyback program. The purpose of the reduction is repayment to SEB in order to settle the dealings between the parties under the buyback program. Only SEB shall be entitled to request redemption of shares. The exact number of shares for redemption and related data will be presented in the complete proposal to the meeting which will be available no later than two weeks before the meeting.
Resolution to increase the share capital by way of a bonus issue (item 17 b)
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 to restore the Company’s share capital to its original amount by increasing the Company’s share capital by way of a bonus issue. The bonus issue shall be carried out by a transfer from the Company’s unrestricted equity to the Company’s share capital and without the issuance of any new shares. The exact amount to be transferred depends on the number of shares to be redeem in accordance with item 17 a above and will be presented in the complete proposal to the meeting which will be available no later than two weeks before the meeting.
Resolution on authorization for the Board of Directors to resolve on synthetic buybacks of own shares (item 18)
The Board of Directors proposes that the meeting authorizes the Board of Directors, on one or several occasions prior to the annual general meeting 2014, 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.
If synthetic buybacks of shares under the above authorization are successful, the Board of Directors intends to regularly return to the shareholders with proposals for renewed authorizations.
Accounting documents and auditor’s reports for the financial year 2012 will be available no later than three weeks before the meeting, and all other relevant documents will be available no later than two weeks before the meeting, at the Company’s office 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.
The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. This notice is a translation of a Swedish notice and in case of any deviations between the both language versions, the Swedish version shall prevail.
Stockholm March 2013
EnergyO Solutions Russia AB (publ)
Board of Directors
For further information, please contact: firstname.lastname@example.org
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.