PRIVATE JOINT STOCK COMPANY “INTERNATIONAL ENERGY COMPANY”
(EDRPOU code 36285564, location: 01014, Kyiv, Michurina St., building 54-A, 4th floor, office 119)
Notifies that the Annual General Meeting of Shareholders will be held on April 23, 2019, the place of the Annual General Meeting of Shareholders: 01014, Kyiv, str. Michurina, building 54-A, 4th floor, office 119. The meeting starts at 11:00.
Registration of participants of the annual General Meeting of Shareholders from 10:00 a.m. to 10:45 a.m. at the place of the Meeting.
The date of compiling the list of shareholders entitled to participate in the meeting is April 17, 2019.
The list of issues to be put to the vote together with the draft decisions (except cumulative voting) for each of the issues included in the draft agenda:
- Election of the Chairman and Secretary of the General Meeting of Shareholders of the Company.
Draft decision: To elect the Chairman of the General Meeting of Shareholders of the Company – a member of the Supervisory Board of the Company Oleksandr Markiyanovich Maslyak and the Secretary of the General Meeting of Shareholders of the Company – the head of the Legal Department of the Company Tokarchuk Bohdan Valeriyovych.
- Determination of the number of the counting commission of the Company, the term of its powers and the election of its personnel.
Draft decision: To approve the one-person composition of the counting commission of the Society, the term of its authority is until re-election at the next General Meeting, and to elect the personal composition: Chairman of the Commission Serhiy Mykolayovych Burlachenko .
- Approval of the procedure and method of certification of ballots for voting, including cumulative voting.
Draft decision: To approve the procedure and method of certification of ballots for voting, including cumulative voting: ballots for voting and ballots for cumulative voting are certified by the signature of the head of the registration commission.
- Approval of the procedure (regulations) for the annual General Meeting of Shareholders.
Draft decision: Speeches on agenda items – up to 5 minutes, proposals and references – up to 2 minutes. Questions are asked orally, indicating the last name, first name, and patronymic of the shareholder or the shareholder’s representative. Voting is carried out using ballots. Counting of votes during voting will be carried out by the counting committee.
- Making a decision based on the results of consideration of the report of the Chairman of the Board of the Company for 2018.
Draft decision: To approve the report of the Chairman of the Board of the Company for 2018 and evaluate the work of the Chairman of the Board of the Company based on the results of 2018 as “satisfactory”.
- Making a decision based on the results of consideration of the report of the Supervisory Board of the Company for 2018.
Draft decision: Approve the report of the Supervisory Board of the Company for 2018 and evaluate the work of the Supervisory Board of the Company based on the results of 2018 as “satisfactory”.
- Making a decision on the consequences of reviewing the Auditor’s report for 2018.
Draft decision: To approve the report of the Auditor of the Company for 2018 and evaluate the work of the Auditor of the Company based on the results of 2018 as “satisfactory”.
- Approval of the annual results of the Company’s activities, the annual report of the Company, the balance sheet, the report on financial results and other forms of annual reporting for 2018.
Draft decision: To approve the annual report of the Company for 2018, the results of the Company’s activities for 2018, the balance sheet, the report on financial results and other forms of annual reporting for 2018 .
- Distribution of profit for 2018, approval of the amount of dividends for 2018, decision-making on the term and procedure for paying dividends for 2018.
Draft decision: Do not calculate and pay dividends for 2018. According to the results of financial and economic activity for 2018, the Company has a loss in the amount of UAH 438.2 thousand.
- Preliminary approval of significant transactions that may be committed by the Company during the year.
Project solution:Prior consent to the Company’s execution of significant transactions in the course of its current economic activity within 1 (one) year from the date of this annual General Meeting of the Company, including, but not limited to: loan, supply, purchase and sale agreements, any other economic contracts under which the Company acts or will act as any of the parties, the maximum total value of assets according to the latest annual financial statements of the Company. At the same time, the execution of such transaction(s) is valid regardless of the future increase in the market value of the Company’s property, the increase/decrease in the value of the Company’s assets according to the latest annual financial statements, as well as possible fluctuations in the exchange rate of the hryvnia against foreign currencies. The marginal total cost of transactions is UAH 67,972.6 thousand. (200% of the value of the Company’s assets according to the annual financial statements for 2018). To authorize the Chairman of the Management Board of the Company, with the right of delegation, to enter into (commit) and sign such significant transactions.
- Change of location of the Company.
Draft decision: Change the location of the Company from 01014, Kyiv, st. Michurina, building 54-A, office 119 on 01014, Kyiv, str. Michurina, building 54, room 1, office 119.
- Approval of the Company’s Charter in the new edition.
Draft decision: Approve the Statute of the Company in the new version.
- Termination of powers of the Supervisory Board of the Company in its entirety.
Draft decision: Terminate the powers of the Supervisory Board of the Company in its entirety .
- Election of members of the Supervisory Board of the Company.
Draft decision: The members of the Supervisory Board of the Company are elected by cumulative voting.
- Approving the terms of civil law contracts, labor contracts (contracts) that can be concluded with members of the Supervisory Board, determining the amount of their remuneration, electing a person authorized to sign contracts (contracts) with members of the Supervisory Board.
Draft decision: Approve the terms of civil law contracts, labor contracts (contracts) that can be concluded with members of the Supervisory Board, determine the amount of their remuneration according to the terms of the contracts, authorize the Chairman of the Board by position to sign contracts (contracts) with members of the Supervisory Board.
- Termination of powers of the Auditor.
Draft decision: To terminate the powers of the Auditor of the Company Povoroznyk T.O.
- Election of the Auditor.
Draft decision: The Company’s Auditor is elected by cumulative voting.
- Determination of the person authorized to sign the Statute of the Company in the new edition and make appropriate changes to the information about the legal entity contained in the Unified State Register of Legal Entities, Individuals – Entrepreneurs, and Public Organizations.
Draft decision: To appoint the Chairman of the General Meeting of Shareholders of the Company – a member of the Supervisory Board of the Company Oleksandr Markianovich Maslyak and the Secretary of the General Meeting of Shareholders of the Company – the head of the Legal Department of the Company Tokarchuk Bohdan Valeriyovych as the person authorized to sign the Charter of the Company in the new version. Designate the ex-officio Chairman of the Board of the Company with the right to issue a power of attorney to authorized persons as the person authorized to make appropriate changes to the information on the legal entity contained in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations.
The procedure for acquainting shareholders with the materials that they can familiarize themselves with during the preparation for the general meeting: In accordance with Article 36 of the Law of Ukraine “On Joint-Stock Companies”, shareholders who wish to get acquainted with the documents necessary for making decisions on the agenda, before the date of the general meeting, can apply from Monday to Friday, from 10:00 a.m. until 5:00 p.m. at the address: 01014, Kyiv, vulytsia Michurina, building 54-A, 4th floor, office 119. The official of the Company, responsible for the procedure for familiarizing the shareholders with the documents, is the First Deputy Chairman of the Board of the Company Oleksandr Markiyanovych Maslyak. Acquaintance of shareholders with the documents necessary for decision-making on issues of the draft agenda (draft list of issues, that are put to the vote) and the agenda on the day of the general meeting is carried out at the place of registration for participation in the general meeting and at the place of the general meeting of shareholders. Before the start of the general meeting, the company shall provide written answers to the written questions of shareholders regarding the issues included in the draft agenda of the general meeting and the agenda of the general meeting before the date of the general meeting. The answer is given on the basis of a written request of the shareholder within 3 (three) working days from the date of receipt of the written request, provided that the request is submitted no later than 3 (three) working days before the date of the general meeting. The company can provide one general answer to all questions of the same content. Before the start of the general meeting, the company shall provide written answers to the written questions of shareholders regarding the issues included in the draft agenda of the general meeting and the agenda of the general meeting before the date of the general meeting. The answer is given on the basis of a written request of the shareholder within 3 (three) working days from the date of receipt of the written request, provided that the request is submitted no later than 3 (three) working days before the date of the general meeting. The company can provide one general answer to all questions of the same content. Before the start of the general meeting, the company shall provide written answers to the written questions of shareholders regarding the issues included in the draft agenda of the general meeting and the agenda of the general meeting before the date of the general meeting. The answer is given on the basis of a written request of the shareholder within 3 (three) working days from the date of receipt of the written request, provided that the request is submitted no later than 3 (three) working days before the date of the general meeting. The company can provide one general answer to all questions of the same content. than 3 (three) working days before the date of the general meeting. The company can provide one general answer to all questions of the same content. than 3 (three) working days before the date of the general meeting. The company can provide one general answer to all questions of the same content.
The rights granted to shareholders in accordance with the requirements of Articles 36 and 38 of the Law “On Joint-Stock Companies”, which they can use after receiving a notice of holding a general meeting, as well as the period during which such rights can be used: From the date of sending the notification of the general meeting to the date of the general meeting, the joint-stock company must provide shareholders with the opportunity to familiarize themselves with the documents necessary for making decisions on the agenda, at the location of the company on working days, working hours and in an accessible place, and on the day of the meeting of general meetings – also in the place of their holding. The notice of the general meeting shall specify the specific place for inspection (room, office number, etc.) and the official of the company responsible for the procedure for acquainting the shareholders with the documents. In the event that the agenda of the general meeting provides for voting on issues specified in Article 68 of this Law, the joint-stock company must provide shareholders with the opportunity to familiarize themselves with the draft agreement on the purchase of shares by the company in accordance with the procedure provided for in Article 69 of this Law. The terms of such an agreement (except for the number and total value of shares) must be uniform for all shareholders. Before the start of the general meeting, the joint-stock company is obliged to provide written answers to the written questions of the shareholders regarding the issues included in the draft agenda of the general meeting and the agenda of the general meeting before the date of the general meeting. A joint-stock company can provide one general answer to all questions of the same content. Each shareholder has the right to submit proposals on issues included in the draft agenda of the general meeting of the joint-stock company, as well as on new candidates for membership of the company’s bodies, the number of which cannot exceed the quantitative composition of each of the bodies. Proposals are submitted no later than 20 days before the date of the general meeting of the joint-stock company, and in the case of candidates for membership of the company’s bodies – no later than seven days before the date of the general meeting. Proposals to include new issues in the draft agenda must contain relevant draft decisions on these issues. Proposals regarding candidates for members of the supervisory board of a joint-stock company must contain information about whether the proposed candidate is a representative of the shareholder(s), or whether the candidate is proposed for the position of a member of the supervisory board – an independent director. A proposal for the draft agenda of the general meeting of the joint-stock company shall be submitted in writing, indicating the name (name) of the shareholder making it, the number, type and/or class of shares owned by him, the content of the proposal to the issue and/or draft decision, as well as the number, type and/or class of shares belonging to the candidate proposed by this shareholder to the company’s bodies. Each shareholder has the right to appeal the decision to refuse to include his proposals in the draft agenda before the court, but such an appeal does not stop the holding of the general meeting.
The procedure for participation and voting at the general meeting by proxy: the shareholder has the right to issue a power of attorney for the right to participate and vote at the general meeting to one or more of his representatives. The power of attorney for the right to participate and vote at the general meeting, issued by a natural person, is certified by a notary public or other officials who perform notarial acts, and may also be certified by a depository institution in accordance with the procedure established by the National Securities and Stock Market Commission. Power of attorney for the right to participate and vote at general meetings on behalf of a legal entity is issued by its body or another person authorized to do so by its constituent documents. The power of attorney for the right to participate and vote at the general meeting of the joint-stock company may contain voting tasks, that is, a list of issues on the agenda of the general meeting with an indication that how and for which (against) decision to vote. During voting at the general meeting, the representative must vote exactly as provided for in the voting instructions. If the power of attorney does not include voting tasks, the representative decides all voting issues at the general meeting of shareholders at his discretion. The shareholder has the right to recall or replace his representative at the general meeting of the joint-stock company at any time. The granting of a power of attorney for the right to participate and vote at the general meeting does not exclude the right of the shareholder who issued the power of attorney to participate in this general meeting instead of his representative. the representative resolves all voting issues at the general meeting of shareholders at his discretion. The shareholder has the right to recall or replace his representative at the general meeting of the joint-stock company at any time. The granting of a power of attorney for the right to participate and vote at the general meeting does not exclude the right of the shareholder who issued the power of attorney to participate in this general meeting instead of his representative. the representative resolves all voting issues at the general meeting of shareholders at his discretion. The shareholder has the right to recall or replace his representative at the general meeting of the joint-stock company at any time. The granting of a power of attorney for the right to participate and vote at the general meeting does not exclude the right of the shareholder who issued the power of attorney to participate in this general meeting instead of his representative.
Main indicators of financial and economic activity (thousand hryvnias)
| Characteristic | Period | |
| 2018 | 2017 | |
| 1 | 2 | 3 |
| Total assets | 33986.3 | 12025 |
| Fixed assets | – | – |
| Long-term financial investments | 33883.3 | 11766.4 |
| Reserves | – | – |
| Total accounts receivable | 103 | 258.6 |
| Cash and cash equivalents | – | – |
| Undivided profit | -438.2 | -208.3 |
| Equity | 524.3 | 754.2 |
| Share capital | 962.5 | 962.5 |
| Long-term liabilities | – | – |
| Current liabilities | 33462 | 11270.8 |
| Net profit (loss) | – | – |
| Average annual number of shares (pcs.) | 400 | 400 |
| Number of own shares repurchased during the period (pcs.) | – | – |
| The total amount of funds spent on repurchasing own shares during the period | – | – |
| Number of employees at the end of the period (persons) | 3 | 3 |
The head of the board Dubova O.F.