Report from Extraordinary General Meeting of EOS Russia
At the extraordinary general meeting of EnergyO Solutions Russia AB (publ) on 6 February 2013 the following resolutions were adopted:
- It was resolved to settle the dealings between EOS Russia and Skandinaviska Enskilda Banken (publ) under the synthetic buyback programme. Therefore, the extraordinary general meeting adopted the board of directors’ proposals to change the articles of association, to reduce the share capital by redemption of 13,454,658 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 extraordinary general meeting adopted the proposals by Noonday Asset Management that the Board of Directors shall consist of five members with no deputy members and that Seppo Remes, Pontus Lesse and Christopher Granville remain as members of the Board of Directors and that Peregrine Moncreiffe and Mats Wandrell are elected new member of the Board of Directors for the time up to an including the annual general meeting 2013.
- The extraordinary general meeting adopted the nomination committees’ proposal that the remuneration to the members of the Board of Directors shall be as follows:
- Seppo Remes, Pontus Lesse and Christopher Granville maintains the remuneration which was resolved by the annual general meeting 2012. At that meeting it was resolved that Seppo Remes should not be entitled to any remuneration, that Pontus Lesse should receive SEK 700,000 as vice chairman of the Board of Directors and that Christopher Granville should receive SEK 500,000 as member of the Board of Directors,
- Mats Wandrell receives remuneration to a sum of, in total, SEK 750,000, of which SEK 400,000 refers to Mats Wandrell’s duties in the company’s subsidiaries, and
- Peregrine Moncreiffe receives remuneration to a sum of, in total, SEK 500,000, of which SEK 150,000 refers to Peregrine Moncreiffe’s responsibility for audit issues.
The remunerations above refer to the remuneration for a one-year period. The remuneration to be paid to the members of the Board of Directors up until the annual general meeting 2013 shall be calculated pro rata on the basis of the date each member of the Board of Directors were elected.
- The extraordinary general meeting adopted the proposal by Noonday Asset Management to renew the authorisation to authorise the Board of Directors, on one or several occasions prior to the next annual general, 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, 6 February 2013
EnergyO Solutions Russia AB (publ)