Eos Russia: Notice of Extraordinary General Meeting in EnergyO Solutions Invest AB
The shareholders in EnergyO Solutions Invest AB, Reg. No. 556694-7684 (the "company"), are hereby summoned to the Extraordinary General Meeting on Tuesday, 18 October 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 general meeting is to be held only through postal voting. This means that the 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 general meeting by postal voting in advance in the manner described below.
Right to attend
Shareholders who wish to participate in the general meeting must
1. be registered as of 10 October 2022 in the share register kept by Euroclear Sweden AB, and
2. give notice of participation no later than 17 October 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 general meeting, shareholders who have their shares nominee-registered must, in addition to announcing their intention to participate in the 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 10 October 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 10 October 2022 will be considered in the presentation of the share register.
Postal voting
Shareholders may exercise their voting rights at the 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.eosinv.com. The postal voting form is considered as notice to participate at the general meeting.
The completed and signed form must be received by the company no later than 17 October 2022. The completed and signed form shall be sent to Styckjunkargatan 1, SE-114 35 Stockholm, marked "Extraordinary General Meeting", or by e-mail to ir@eosinv.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.eosinv.com.
Proposed agenda
1. Election of Chairman of the 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 general meeting has been duly convened
6. Resolution on redemption of shares repurchased under the synthetic buyback programme and increase of the share capital by way of a bonus issue
Proposals to resolution
Item 1 - Election of Chairman of the general meeting
The Board of Directors proposes that advokat Johan Wigh, or in the event of his absence, the person appointed by the Board instead, be elected Chairman of the 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 Henry Örberg, or in the event of his absence, the person designated by the Board of Directors instead, be elected to verify the minutes. The tasks of the person elected to verify the minutes also include verifying the voting list and that received postal votes are correctly reproduced in the minutes of the meeting.
Item 6 - Resolution on redemption of shares repurchased under the synthetic buyback programme and increase of the share capital by way of a bonus issue
The Board of Directors proposes that the general meeting resolves to redeem shares held by Pareto Securities AB ("Pareto") pursuant to the company's synthetic buyback programme (the "Buyback Programme") in accordance with the proposals set out below. The proposals to reduce the share capital and to increase the share capital by way of a bonus issue, respectively, constitute one aggregate proposal, which is subject to the resolution by the general meeting.
The resolution to redeem shares repurchased under the Buyback Programme is valid only if it is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
The managing director shall be authorised to make such minor adjustments to the resolutions of the general meeting as may be required in connection with their registration with the Swedish Companies Registration Office.
Resolution to reduce the share capital by redemption of shares repurchased under the synthetic buyback programme
The Board of Directors proposes that the general meeting resolves to reduce the share capital by SEK 4,888,526.14509.
The reduction shall be effected by redemption of the shares held by Pareto as part of the Buyback Programme. The purpose of the reduction is repayment to Pareto in order to settle the dealings between the parties under the Buyback Programme. Only Pareto shall be entitled to request redemption of shares.
The redemption consideration for the shares shall be approximately SEK 15.51 per share, which is equivalent to the average price paid for the shares synthetically repurchased by Pareto under the Buyback Programme. Pareto has agreed that the company redeems a total of 3,854,632 shares on the proposed terms. The aggregate redemption consideration amounts to SEK 59,793,061.45. The part of the redemption consideration for the shares which exceeds the quota value shall be taken from the company's unrestricted equity according to the latest adopted balance sheet. Application for redemption shall be made on 8 November 2022 at the latest. Payment of the redemption consideration shall be made once the Swedish Companies Registration Office has registered the resolution to reduce the share capital in accordance with the above and the increase of the share capital by way of a bonus issue in accordance with the below.
Following the reduction, the company's share capital will amount to SEK 37,474,610.85491, allocated on 29,548,954 shares. Apart from the reduction of share capital, the company's restricted equity will not be affected.
The Annual General Meeting resolved on 17 May 2022 that no dividend is paid for the financial year 2021 and that available profits are carried forward. No other resolutions have been made regarding value transfers after submission of the Annual Report for the financial year 2021. The disposable amount according to Chapter 17, Section 3, first paragraph of the Swedish Companies Act amounts to SEK 607,968,007.
Resolution to increase the share capital by way of a bonus issue
The Board of Directors proposes that the general meeting resolves on bonus issue whereby the company's share capital shall be increased by SEK 4,888,526.14509 by transferring funds from the company's unrestricted equity without issuing new shares.
The bonus issue is carried out 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 in accordance with the Companies Act.
Majority requirements
Resolution in accordance with the proposal of the Board of Directors under item 6 above require that the resolution be supported by shareholders representing no less than two-thirds of the votes cast and the shares represented at the 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.
Due to the fact that the 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 "Extraordinary General Meeting", or by e-mail to ir@eosinv.com,no later than 8 October 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.eosinv.com, no later than 13 October 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
Documentation under the Swedish Companies Act will be available from the company no later than two weeks prior to the general meeting. Copies of the documents will also be sent to those shareholders who so request and provide their postal address. The documents will also be available on the company's website, www.eosinv.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 Invest AB
Stockholm in September 2022
The Board of Directors