Shareholders in EnergyO Solutions Russia AB (publ) (hereafter "EOS Russia" or "the Company") are invited to the extraordinary general meeting at the offices of Advokatfirman Vinge, Smålandsgatan 20 in Stockholm on Wednesday 6 February 2013 at 1.00 p.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 31 January 2013 and, secondly, notify the Company of their attendance not later than on Thursday 31 January 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: 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 31 January 2013. 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 1. Proposal from the Board of Directors to redeem shares repurchased under the synthetic buyback program including (a) resolution to change the articles of association, (b) resolution to reduce the share capital by redemption of shares repurchased under the synthetic buyback program, and (c) resolution to increase the share capital by way of a bonus issue 1. Proposal from the shareholder Noonday Asset Management to resolve on the number of members and deputy members of the Board of Directors 2. Proposal from the nomination committee to resolve on the remuneration to the members of the Board of Directors 3. Proposal from the shareholder Noonday Asset Management to election of members of the Board of Directors 4. Proposal from the shareholder Noonday Asset Management to resolve on renewed authorisation for the Board of Directors to resolve on synthetic buybacks of own shares 5. Closing of the meeting PROPOSALS Proposal from the Board of Directors to redeem shares repurchased under the synthetic buyback program (item 7) 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 in accordance with the proposals set out below. It proposed that the resolutions are taken together as one resolution. Resolution to change the articles of association (item 7 a) The Board of Directors proposes that the meeting resolves to change items 4 and 5 of the articles of association whereby the limits for the Company’s share capital are changed from not less than SEK 281,627,340 and not more than SEK 1,126,509,360 to not less than SEK 120,000,000 and not more than SEK 480,000,000 and the limits for the number of shares are changed from not less than 28,162,734 and not more than 112,650,936 to not less than 12,000,000 and not more than 48,000,000. Resolution to reduce the share capital by redemption of shares repurchased under the synthetic buyback program (item 7 b) 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 7 c) 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 7 b above and will be presented in the complete proposal to the meeting which will be available no later than two weeks before the meeting. Proposal from the shareholder Noonday Asset Management to resolve on a new Board of Directors (items 8 and 10) One of the Company’s major shareholders, Noonday Asset Management, proposes 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 nomination committee’s proposal to resolve on the remuneration to the members of the Board of Directors (item 9) The nomination committee proposes that the remuneration to the members of the Board of Directors shall be as follows: - Seppo Remes, Pontus Lesse and Christopher Granville shall maintain 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 shall receive 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 shall receive 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. Proposal from the shareholder Noonday Asset Management to resolve on renewed authorisation for the Board of Directors to resolve on synthetic buybacks of own shares (item 11) One of the Company’s major shareholders, Noonday Asset Management, proposes that the meeting resolves 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 after the redemption of shares in accordance with item 7 above. 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 is assumed to mainly sell non-core assets in its portfolio to finance the synthetic buybacks. All relevant documents will be available at the Company’s office at Birger Jarlsgatan 58, in Stockholm and at www.eos-russia.com no later than two weeks before the meeting and will be sent to shareholders who so request and who inform the Company of their postal 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 January 2013 EnergyO Solutions Russia AB (publ) Board of Directors For further information, please contact: ir@eos-russia.com 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.
ENERGYO SOLUTIONS RUSSIA AB (publ) NOTICE TO EXTRAORDINARY GENERAL MEETING
| Source: EnergyO Solutions Russia AB