For EnergyO Solutions Russia AB
(Reg. No. 556694-7684)
Adopted at the extraordinary general shareholders' meeting on February 6, 2013
1 § Name
The company’s name is EnergyO Solutions Russia AB.
2 § Registered office of the board of directors
The board of directors’ registered office shall be situated
in Stockholm, Sweden.
3 § Business
The object of the company’s business is to, directly or
indirectly, make, manage and divest investments in primarily
listed companies, active within the energy sector,
in Russia and within CIS (Commonwealth of Independent
States), manage movable property and to conduct
any other activities compatible therewith.
4 § Share capital
The share capital shall be not less than SEK 120,000,000 and not more than SEK 480,000,000.
5 § Shares
The number of shares shall be not less than 12,000,000 and not more than 48,000,000.
6 § VPC company
7 § Financial year
The company’s shares shall be registered in a securities
register in accordance with the Swedish Financial
Instruments Accounts Act (1998:1479).
The company’s financial year shall be 1 January 1 –
8 § Board of directors
The board of directors shall consist of not less than 4
and not more than 6 directors, without or with not more
than 2 deputy directors.
9 § Auditors
The company shall have not less than one (1) and not
more than two (2) auditors, without or with not more
than two (2) deputy auditors. As auditor and, when
applicable, deputy auditor, shall be elected an authorised
public accountant or a registered public accounting
10 § Notice of shareholders’ meeting
Notice of annual shareholders’ meetings as well as of
extraordinary shareholders’ meetings at which matters
regarding amendments to the articles of association are
to be addressed, shall be issued not earlier than six
weeks and not later than four weeks prior to the shareholders’
meeting. Notice of other extraordinary shareholders’
meetings shall be issued not earlier than six
weeks and not later than two weeks prior to the shareholders’
Notices of shareholders' meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and be kept available on the company's website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Dagens Industri.
11 § Shareholders’ right to participate in
Shareholders who want to participate in shareholders’
meetings, shall be listed in print-outs or other representation
of the entire shareholders’ register concerning
the circumstances five weekdays prior to the meeting,
and notify the company not later than 4.00 pm the day
which is specified in the notice to the meeting. The lastmentioned
day may not be a Sunday, other public holiday,
Saturday, Midsummer Eve, Christmas Eve or New
Years Eve and not fall earlier than the fifth weekday
prior to the meeting.
Shareholders or representatives may bring up to two
counsels at shareholders’ meetings only if the shareholder
is giving notice of the number of counsels to the
company in accordance with the previous section.
12 § Annual shareholders’ meetings
The following business shall be addressed at annual
- Election of a chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve
the minutes of the meeting;
- Determination of whether the meeting was duly
- Submission of the annual report and the auditors’
report as well as, where applicable, the consolidated
financial statements and the auditors’ report
for the group;
- Resolutions regarding the adoption of the income
statement and the balance sheet as well as, where
applicable, the consolidated income statement and
the consolidated balance sheet;
- Resolutions regarding appropriation of the company’s
profit or loss pursuant to the adopted balance
- Resolutions regarding discharge of the members of
the board of directors and the managing director
- Determination of the number of directors and deputy
directors of the board as well as, where applicable,
the number of auditors and deputy auditors;
- Determination of fees for the members of the board
of directors and, where applicable, the auditors;
- Election of the directors and deputy directors, if
any, of the board as well as, where applicable,
auditors and deputy auditor, if any;
Other matters, which rest upon the shareholders’ meeting
pursuant to the Swedish Companies Act or the articles
13 § Liquidation
At the annual shareholder’s meeting in 2013, it shall be
determined whether the company shall enter into liquidation,
or whether the company shall continue its operations.
Should such annual shareholders’ meeting
resolve that the company shall continue its operations,
this section shall cease to apply.
14 § Amendment to the articles of association
A resolution regarding an amendment to sections 3, 13
or 14 in these articles of association is not valid unless it
is supported by more than nine tenths (9/10) of the
votes cast, representing nine tenths (9/10) of all shares
in the company.