EOS RUSSIA AB - NOTICE TO EXTRAORDINARY GENERAL MEETING

Shareholders in EnergyO Solutions Russia AB (publ) (hereafter "EOS Russia" or "the Company") are invited to the extraordinary general meeting at Advokatfirman Vinge, Smålandsgatan 20 Stockholm, on Wednesday 22 August 2012 at 9.00 a.m. CET.

Shareholders in EnergyO Solutions Russia AB (publ) (hereafter "EOS Russia" or "the Company") are invited to the extraordinary general meeting at Advokatfirman Vinge, Smålandsgatan 20 Stockholm, on Wednesday 22 August 2012 at 9.00 a.m. CET.

Participation

Shareholders who wish to participate in the extraordinary general meeting shall, firstly, be included in the shareholders’ register maintained by Euroclear Sweden AB on Thursday 16 August 2012 and, secondly, notify the Company of their attendance not later than on Thursday 16 August 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: ir@eos-russia.com. Notification by phone can be made on weekdays between 10.00 a.m. and 4.00 p.m. 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 16 August 2012. Accordingly, shareholders should inform the nominee of this well in advance of such date.

Proxy

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.

Agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Drafting and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination of whether the meeting has been duly convened
7. Resolution on authorization for the Board of Directors to resolve on synthetic buybacks of own shares
8. Resolution on approval of certain changes in the Company’s corporate governance structure
9. Closing of the meeting

Resolution on authorization for the Board of Directors to resolve on synthetic buybacks of own shares (item 7)

The Board of Directors believes that the circumstances are such that it would create value for the shareholders to partly use the Company’s funds to buy back own shares in the market.

The Board of Directors therefore proposes that the meeting authorizes 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 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. The Company will mainly sell non-core assets in its portfolio to finance the synthetic buybacks.

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.

Resolution on approval of certain changes in the Company’s corporate governance structure (item 8)

The Board of Directors proposes that the meeting approves certain changes in the Company’s corporate governance structure. The purpose of the proposed changes is to achieve a greater transparency in the Company’s governance structure by completely removing the preference share structure in the Company’s subsidiary EnergyO Solutions Russia (Cyprus) Limited (“EOS Ltd”) and thereby increasing shareholder value. Currently, the founders of the Company, Seppo Remes (Chairman), Sven Thorngren (board member) and Lauri Sillantaka (head of research) and the CEO, Ulf-Henrik Svensson, are indirect holders of preference shares in EOS Ltd. For a detailed report on the preference share structure in EOS Ltd and its terms and conditions, see the annual reports of the Company.

The changes include that the Company will purchase all outstanding preference shares. It is agreed that preference shares held by the founders will be purchased for EUR 1 each, in total EUR 171, and the 9 preference shares held by Ulf-Henrik Svensson will be purchased for MSEK 5. The agreed purchase prices are deemed to be insignificant to the Company.

As a consequence of changes in the corporate governance structure, EOS Ltd will enter into a management advisory agreement with a company directly or indirectly owned by Seppo Remes and Lauri Sillantaka according to which consultancy services concerning investment advice and support in relation to investor relations will be provided. The Board of Directors deems it important for the Company to ensure the continued advice, support and services of Seppo Remes and Lauri Sillantaka. The agreement will replace all current agreements between the Company and Seppo Remes and Lauri Sillantaka, respectively, and will be conditional upon inter alia the sale of the preference shares in EOS Ltd to the Company as set out above. The term of the agreement will be four years from 1 January 2013 and the yearly fee for the services rendered will consist of a management fee corresponding to one per cent of EOS’s net asset value and a performance fee of five per cent on the total yearly increase of the Company’s shares price with a high-water mark. The agreement will be non-exclusive, meaning that the service provider and the founders may engage in similar activities as the Company. The agreement may be terminated with immediate effect by the Company, whereupon a termination fee corresponding to the management fee for the remainder of the term of the agreement and performance fee for the calendar year of the termination should be paid. Should the agreement be terminated by the service provider, a notice period of 12 months apply.

The fee structure of the management advisory agreement is in certain respects similar to the current dividend structure of the preference shares in EOS Ltd, however, with the differences that the management fee (described as the short-term and long term compensation components for the preference shares) is reduced from two to one per cent without any responsibility for the Company’s cost and that the performance fee (described as the share-based compensation component of the preference shares) will be subject to a high-water mark, meaning that no performance fee will be payable unless the Company’s share price is higher than end year 2012. According to the Board of Directors, the fee structure in the management advisory agreement entails that the total cost for the Company will be lower than the total cost for the current preference share structure assuming that the net asset value of Company will be similar to today’s net asset value or higher, which will also be valid if the synthetic buy-backs of shares described in item 7 above are carried out. In addition, the new corporate governance structure will result in lower operational costs for the Company. However, should the net asset value of the Company be lower than today, for example as a result of further synthetic buyback of shares than those described in item 7 above, the total cost for the Company for the new structure may be higher than the total costs for the current preference share structure. The Board of Directors deems it important for the Company both to increase transparency in the corporate governance structure and to ensure the continued advice and support of Seppo Remes and Lauri Sillantaka. Therefore, it is the Board of Directors’ opinion that the proposed corporate governance changes will be beneficial to all shareholders of the Company.

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 August 2012

EnergyO Solutions Russia AB (publ)
Board of Direct