Notice of Annual General Meeting in EnergyO Solutions Russia AB

The shareholders in EnergyO Solutions Russia AB, Reg. No. 556694-7684 (the “company”), are hereby summoned to the Annual General Meeting on Tuesday, 17 May 2022.

The Board of Directors of the company has, in accordance with the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, resolved that the Annual General Meeting is to be held only through postal voting. This means that the Annual General Meeting will be conducted without the physical presence of shareholders, representatives or external parties. Shareholders will only be able to exercise their voting rights at the Annual General Meeting by postal voting in advance in the manner described below.

Right to attend

Shareholders who wish to participate in the Annual General Meeting must

1. be registered as of 9 May 2022 in the share register kept by Euroclear Sweden AB, and
2. give notice of participation no later than 16 May 2022 by casting their postal votes in accordance with the instructions under the heading ”Postal voting” below so that the postal vote is received by the company no later than that day.

Nominee-registered shares

In order to be entitled to participate in the Annual General Meeting, shareholders who have their shares nominee-registered must, in addition to announcing their intention to participate in the Annual General Meeting by submitting their postal vote, register their shares in their own name so that the shareholder is registered in the share register as of 9 May 2022. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines in such a time in advance as determined by the nominee. Voting rights registrations effected no later than the second banking day following 9 May 2022 will be considered in the presentation of the share register.

Postal voting

Shareholders may exercise their voting rights at the Annual General Meeting only by postal voting in advance in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

Shareholders who wish to postal vote must use the postal voting form, which will be available on the company’s website, www.eos-russia.com. The postal voting form is considered as notice to participate at the Annual General Meeting.

The completed and signed form must be received by the company no later than 16 May 2022. The completed and signed form shall be sent to Styckjunkargatan 1, SE-114 35 Stockholm, marked “AGM”, or by e-mail to ir@eos-russia.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.

The shareholder may not provide the postal vote with special instructions or conditions. If so, the vote (i.e., the postal vote in its entirety) is invalid. Further instructions and conditions can be found in the postal voting form.

Authorised representatives and proxy forms

If the shareholder postal votes by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. If the power of attorney is issued by a legal entity, a registration certificate or other authorization document for the legal entity must be attached to the form. Proxy form is available on the company’s website, www.eos-russia.com.

Proposed agenda

1. Election of Chairman of the Annual General Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons who shall verify the minutes of the meeting
5. Determination of whether the Annual General Meeting has been duly convened
6. Submission of the annual report and the auditor's report, as well as the consolidated financial statements and the auditor's report for the group
7. Resolution on adoption of the income statement and the balance sheet, as well as of the consolidated income statement and the consolidated balance sheet
8. Resolution on appropriation of the company's results pursuant to the adopted balance sheet
9. Resolution on discharge of the members of the Board of Directors and the managing director from liability
10. Determination of the number of members and deputy members of the Board of Directors as well as the number of auditors and deputy auditors
11. Determination of fees for the members of the Board of Directors and the auditors
12. Election of members and deputy members of the Board of Directors, as well as auditors and deputy auditors
13. Resolution on change of the company name

Proposals to resolution

Item 1 – Election of Chairman of the Annual General Meeting

The Nomination Committee proposes that advokat Johan Wigh or in the event of his absence, the person appointed by the Board instead, be elected Chairman of the Annual General Meeting.

Item 2 – Preparation and approval of the voting list

The voting list that is proposed to be approved under item 2 on the proposed agenda is the voting list prepared by the Chairman, based on the general meeting share register and received postal votes, and controlled by the adjusters.

Item 4 – Election of one or two persons who shall verify the minutes of the meeting

The Board of Directors proposes that Peter Juhnke, or in the event of his absence, the person or persons designated by the Board of Directors instead, be elected to verify the minutes. The tasks of the person elected to attest the minutes also include verifying the voting list and that received postal votes are correctly reproduced in the minutes of the meeting.

Item 8 – Resolution on appropriation of the company's results pursuant to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.

Item 10 – Determination of the number of members and deputy members of the Board of Directors as well as the number of auditors and deputy auditors

The Nomination Committee proposes that the number of Board members shall be three, without deputy Board members, and that the company shall have one auditor without deputies.

Item 11 – Determination of fees for the members of the Board of Directors and the auditors

The Nomination Committee proposes that the fees for the Board of Directors shall be SEK 840,000 to be distributed with SEK 280,000 to each of the Board members. The auditor’s fees are proposed to be paid as per approved invoice.

Item 12 – Election of members and deputy members of the Board of Directors, as well as auditors and deputy auditors

The Nomination Committee proposes re-election of the Board members Seppo Remes and Christopher Granville for the period until the end of the next Annual General Meeting. Johan Elmquist has declined re-election. The Nomination Committee further proposes election of Peregrine Moncreiffe as new Board member until the end of the next Annual General Meeting. Furthermore, Seppo Remes is proposed to be re-elected Chairman of the Board.

Peregrine Moncreiffe

British citizen, Jersey resident, born in 1951. Peregrine Moncreiffe is an international business consultant with many years of experience in securities trading and investment in New York, London and Asia. He was a co-founder of Buchanan Partners in 1990 and was responsible for its Russian investments.

He is a director of Metage Funds Limited and of North Atlantic Smaller Companies Investment Trust plc. He is Chairman of Arix Bioscience plc.

Peregrine Moncreiffe holds 2,006,386 shares in the company. He is independent in relation to the company, its management and major shareholders.  

The Nomination Committee further proposes re-election of Öhrlings PricewaterhouseCoopers AB as auditor for the period until the end of the next Annual General Meeting. The Authorized Public Accountant Magnus Svensson Henryson will be the auditor in charge.

Item 13 – Resolution on change of the company name

The Board of Directors proposes that the Annual General Meeting adopts new Articles of Association, whereby the company's company name is changed from EnergyO Solutions Russia AB to EnergyO Solutions Invest AB. The proposed amendments to the Articles of Association are set out below.

Majority requirements

Resolutions in accordance with the proposals of the Board of Directors under item 13 above require that the resolutions be supported by shareholders representing no less than two-thirds of the votes cast and the shares represented at the Annual General Meeting.

Number of shares and votes

At the time of issuance of this notice, the total number of shares in the company, as well as the total number of votes, is 33,403,586. The company holds no treasury shares.

Shareholders’ rights to receive information

In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the managing director shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the evaluation of the company’s or subsidiary’s financial position and the company’s relationship to other group companies.

Due to the fact that the Annual General Meeting will be held without a physical meeting, requests for information must be submitted in writing by mail to the address Styckjunkargatan 1, SE-114 35 Stockholm, marked “AGM”, or by e-mail to ir@eos-russia.com, no later than 7 May 2022. Such information is provided by being kept available from the company at the address Styckjunkargatan 1, SE-114 35 Stockholm, Sweden, and on the company’s website, www.eos-russia.com, no later than 12 May 2022. The information is also sent within the same time to the shareholders who so request and provide their postal or e-mail address.

Available documents

The company’s annual report and accompanying auditor’s report for the financial year 2021 will be available from the company no later than three weeks prior to the Annual General Meeting. Documentation under the Swedish Companies Act will be available from the company no later than two weeks prior to the Annual General Meeting. Copies of the documents will also be sent to those shareholders who request so and who provide their postal address. The documents will also be available on the company’s website, www.eos-russia.com.

Processing of personal data

For information regarding the processing of your personal data, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

N.B. This notice is a translation of a Swedish notice, and in case of any conflict between the two language versions, the Swedish version shall prevail.

EnergyO Solutions Russia AB

Stockholm in April 2022
The Board of Directors

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 are listed on the NASDAQ First North Growth Market, since 25 June 2007. Mangold Fondkommission AB is the Certified Adviser. Telephone:+46 8 5030 1550, e-mail: ca@mangold.se