ENERGYO SOLUTIONS RUSSIA AB NOTICE TO ANNUAL GENERAL MEETING Shareholders in EnergyO Solutions Russia AB (hereafter "EOS Russia" or "the Company") are hereby summoned to the annual general meeting at IVAs Konferenscenter, Grev Turegatan 16, Stockholm on Friday April 24 2009 at 10.00. Participation Shareholders who wish to participate in the annual general meeting shall, firstly, be included in the shareholders' register maintained by Euroclear Sweden AB on Friday 17 April 2009 and, secondly, notify the Company of their attendance no later than 20 April 2009 at 16.00. Notification of attendance Notifications of attendance shall be made in writing prior to the above mentioned date and sent to EOS Russia AB, Investor Relations, Biblioteksgatan 11, 111 46 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 and 16.00. The notification of attendance must state: name, social security 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 Euroclear Sweden AB by Friday 17 April 2009. Accordingly, shareholders should inform the nominee of this well in advance of such date. Please note that this procedure must also be followed by shareholders using a depositary and/or online trading account. 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. The power of attorney and any registration documents must not be more than one year old. 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 no later than 20 April 2009. 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 two persons to approve the minutes; 6 Determination of whether the meeting has been duly convened; 7 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; 8 Resolutions regarding adoption of the income statement and the balance sheet, as well as of the consolidated income statement and the consolidated balance sheet; 9 Resolution regarding appropriation of the Company's profit or loss in accordance with the approved balance sheet; 10 Resolution regarding discharge from liability of the CEO and the members of the board of directors; 11 Determination of the number of members and deputy members of the board of directors; 12 Determination of the remuneration to the members of the board of directors and auditors; 13 Election of members of the board of directors and the chairman of the board of directors; 14 Resolution regarding the nomination committee; 15 Resolution regarding reduction of the share capital; 16 Resolution regarding authorization of the board of directors to decide on new share issues; and 17 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 auditors, and election of members of the board of directors and the chairman of the board of directors (items 2, 11, 12, 13 and 14) The general meeting has resolved to have a nomination committee assigned to, inter alia, prepare and submit proposals regarding election of chairman of the board of directors and other board members, remuneration to board members and any remuneration for committee work. The nomination committee proposes the following regarding items 2, 11, 12, 13 and 14: • Lena Almefelt, member of The Swedish Bar Association, Advokatfirman Vinge, is elected chairman of the annual general meeting (item 2); • The board of directors shall consist of five members with no deputy members (item 11); • The remuneration to members of the board of directors not employed by the Company shall amount to SEK 200,000 and remuneration to the chairman of the board of directors shall amount to SEK 300,000 (item 12); • Re-election of current board members Morten Ahlström, Pontus Lesse and Sven Thorngren (also CEO of the Company), as well as new election of Georg Ehrnrooth. Seppo Remes is proposed to continue as the chairman of the board of directors (item 13); and • The nomination committee proposes that the nomination committee shall be discontinued and its assignments, as applicable, shall be managed by the board of directors (item 14). For information it is also noted that the Company's auditor, auditing firm KPMG AB with Anders Tagde as auditor in charge, was appointed at an Extraordinary shareholders' meeting March 23, 2007 for the period up to and including the 2011 annual general meeting. Resolution regarding appropriation of the Company's profit or loss (item 9) The board of directors proposes that the loss for the financial year of 2008 of SEK 3,511,537,000 be carried forward and hence no dividends be distributed. Resolution regarding reduction of the share capital (item 15) The board of directors proposes that the annual general meeting resolves to reduce the share capital with SEK 275,025,494.38 for the purpose of securing provisions to a fund to be used as resolved by the shareholders' meeting. Once the resolution has been executed, the Company's share capital will amount to SEK 281,706,276.62. Resolution regarding authorization of the board to resolve to issue new shares (item 16) The board of directors of the Company proposes that the annual general resolves on authorizing the board, for the time until the next annual general meeting and on one or several occasions, with or without deviation from the shareholders' preferential rights, to resolve on issuance of new shares at a subscription price corresponding to the Company's net asset value per share or higher. Such share issues must, however, not cause the Company's share capital to exceed the maximum level set out in the articles of association. Such resolution to issue new shares may prescribe that new shares shall be paid for by way of contribution in kind or, in other cases, pursuant to conditions set out in Chapter 2 Section 5 paragraph two items 1-3 and 5 of the Swedish Companies Act 2005, or with payment by way of set-off. The purpose of the proposed authorization is to increase the discretion to act and hereby provide the Company an increased negotiation power in connection with future transactions, increase investors' level of interest in EOS Russia and thereby enable a growth in size and a strengthening of the liquidity in the Company's shares. Accounting documents, auditor's reports for the financial year 2008, complete proposals of the board of directors regarding items 9, 15, and 16 will be available from and including not later than 9 April 2009 at the Company 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. Stockholm March 2009 EnergyO Solutions Russia AB Board of directors For further information, please contact: Sven Thorngren, CEO: +46 (0) 8 407 31 50 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.
ENERGYO SOLUTIONS RUSSIA AB NOTICE TO ANNUAL GENERAL MEETING
| Source: EnergyO Solutions Russia AB