Annual General Meeting EnergyO Solutions Russia AB, April 22, 2008 At the annual general meeting of EnergyO Solutions Russia AB April 22, 2008 the following resolutions were adopted: Resolutions regarding adoption of the year-end financial statements, etc The annual general meeting adopted the income statement and the balance sheet 2007 for EOS Russia and decided that all earnings for the financial year of 2007 should be carried forward. It was further resolved to discharge the CEO and the member of the board from liability. Board of directors and auditors, etc The annual general meeting decided that the board of directors should for the time until the next annual general meeting, consist of six member and no deputy members. The following board members were proposed for re-election: Seppo Remes, Sven Thorngren, Morten Ahlström, Pontus Lesse, Paul Swigart and Marc Winer. Seppo Remes was re-elected as Chairman of the board of directors. It was resolved that the compensation for member of the board of directors for the time until the next annual general meeting, shall be in aggregate, USD 275,000, whereof the chairman shall receive USD 75,000, and remaining member not employed by the Company USD 50,000. The auditors' fee shall be paid on the basis of an approved invoice. Resolutions regarding guidelines for remuneration and other terms of employment for the group management The annual general meeting resolved on guidelines remuneration and other terms of employment for the chief executive officer and other members of the management for the time up until the next annual general meeting, which provide that the management shall be offered remuneration and other terms of employment in line with market practice. The total remuneration consist of the following components: (i) fixed remuneration; (ii) variable remuneration; and (iii) severance pay following the company's liquidation. No pension benefits shall be paid and no share related program shall be adopted. As regards the variable remuneration (bonus), this may amount to not more than 100 per cent of the fixed salary. The board of directors may, in special circumstances and for specific individuals, decide to deviate from the guidelines. Resolutions regarding rules and procedure for appinting members of the nomination committee and decision regarding its duties The annual general meeting adopted new rules and procedure concerning the nomination committee compared to last year, with mainly the following content: - The Company shall have a nomination committee consisting of four members. The members should represent each of the three largest shareholders in the Company, and the chairman of the board. The list of the largest shareholders shall be composed on the basis of shareholders statistics from VPC AB and other reliable shareholder information as of 30 August. Shareholders will be contacted according to size of holding until three members have been appointed. The composition of the nomination committee, and the identity of the shareholder which each of the three members represents, shall be announced not later than six months before the annual general meeting. A Chairman of the nomination committee shall be elected at the first meeting of the Committee; if a unanimous agreement cannot be reached, the representative of the largest shareholder shall be the Chairman of the Committee. - The nomination committee shall work until a new Committee has been appointed. However, if significant changes in the largest shareholders' voting power take place not later than three months before the next annual general meeting, one or two of the members of the nomination committee can be substituted for representatives of other larger shareholders. No changes shall be made in the composition of the nomination committee if there are only marginal changes in the numbers of votes. A shareholder has the right to dimiss, once during the term of appointment, his/her representative on the nomination committee and appoint a new member on one occasion during the latter's term of appointment. Changes in the composition of the nomination committee shall be published as soon as such a change has occurred. The nomination committee shall prepare proposals for resolution to the annual general meeting as set forth below: - Chairman of the Annual General Meeting, - Board of Directors, - Chairman of the board, - Directors' fees for the Chairman and each of the Directors as well as remuneration for committee work, - Auditor's fees, and - Proposal regarding changes in these Rules and Procedures for the nomination committee for the annual general meeting. Decision on the compensation for the members of the nomination committee The annual general meeting decided tha no compensation shall be paid to members of the nomination committee, the company shall, however, cover possible costs which are attributable to the work of the nomination committee. Resolution regarding the authorization to decide on new share issues The annual general meeting resolved on authorizing the board of directors, for the time until the next annual general meeting and on one or several occasions, with or without deviation from the shareholders' right of first refusal, to decide on issuance of new shares at a price corresponding to the company's net asset value or higher. Such share issues must, however, not cause the company's share capital to exceed the maximum level set out in articles of association. Such decision to issue new shares may be resolved on with regulations stipulating that new shares shall be paid for cash and/or by contribution in kind and/or by way of set-off and/or otherwise subscription with other conditions. Stockholm, April 22, 2008 EOS Russia 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 utility sector. EOS Russia's shares have been listed on First North, a marketplace operated by the Stockholm Stock Exchange, since 25 June 2007. For further information, please contact: Sven Thorngren, CEO: +46 (0) 8 509 00 180 Ann-Sofi Jönsson, Investor Relations: +46 (0) 8 509 00 180
Annual General Meeting EnergyO Solutions Russia AB, April 22, 2008
| Source: EnergyO Solutions Russia AB