Annual information of the issuer of securities for 2018

Title page

25.04.2019

(date of registration by the issuer of the electronic document)

No. 25/04/19/1

(original registration number of the electronic document)

I confirm the identity and authenticity of the information disclosed in accordance with the requirements of the Regulation on disclosure of information by issuers of securities, approved by the decision of the National Securities and Stock Market Commission dated December 3, 2013 No. 2826, registered in the Ministry of Justice of Ukraine on December 24, 2013 under No. 2180/ 24712 (as amended) (hereinafter – Regulations).

Chairman of the board

Oleksandr Fedorovych Dubovoy

(position)

(signature)

(surname and initials of the manager)

Annual information of the issuer of securities (annual report)

for 2018

I. General information

1. Full name of the issuer: Private joint-stock company “International Energy Company”

2. Organizational and legal form: Private joint-stock company

3. Identification code of the legal entity: 36285564

4. Location: 01014, Ukraine, Pechersky district, Kyiv, street Michurina, building 54-A, office 119

5. Long distance code, phone and fax: (044) 278-60-14, (044) 278-60-14

6. Email address: office@mek.in.ua

7. Date and decision of the issuer’s supervisory board, which approved the annual information, or date and decision of the general meeting of shareholders, which approved the issuer’s annual information (if available): Decision of the general meeting of shareholders dated 04/23/2019, Decision of the general meeting of shareholders dated 04/23/2019, Minutes of the general meeting of shareholders No. 1 dated April 23, 2019.

8. Name, identification code of the legal entity, country of registration of the legal entity and number of the certificate of inclusion in the Register of persons authorized to provide information services on the stock market, of the person who publishes regulated information on behalf of the stock market participant:

II. Data on the date and place of publication of annual information

The notice is posted on the stock market participant’s own website

home

 

25.04.2019

(page address)

(date)

Content

Mark (X) if the relevant information is contained in the annual information

1. Basic information about the issuer

X

2. Information on received licenses (permits) for certain types of activities

3. Information on the issuer’s participation in other legal entities

4. Information regarding the position of corporate secretary

5. Information about the rating agency

6. Information on the presence of branches or other separate structural subdivisions of the issuer

7. Court cases of the issuer

8. Fines of the issuer

9. Description of the business

X

10. Information on the management bodies of the issuer, its officials, founders and/or participants of the issuer and the percentage of their shares (parts, shares)

X

1) information about management bodies

X

2) information about the issuer’s officials

X

– information on the education and work experience of the issuer’s officials

X

– information on ownership of the issuer’s shares by the issuer’s officials

X

– information on any rewards or compensations paid to the issuer’s officials in the event of their dismissal

3)   information on founders and/or members of the issuer, percentage of shares (parts, units)

X

11. Management report (management report)

X

1) likely prospects for further development of the issuer

X

2) information on the issuer’s development

X

3) information about the conclusion of derivatives or the execution of transactions with respect to derivative securities by the issuer, if this affects the assessment of its assets, liabilities, financial condition and income or expenses of the issuer

X

– tasks and policies of the issuer regarding financial risk management, including policies regarding insurance of each main type of forecasted operation for which hedging operations are used

X

– information on the issuer’s exposure to price risks, credit risk, liquidity risk and/or cash flow risk

X

4) report on corporate governance

X

– the issuer’s own corporate governance code

X

– corporate governance code of the stock exchange, association of legal entities or other corporate governance code that the issuer has voluntarily decided to apply

X

– information on the practice of corporate governance applied beyond the requirements defined by law

X

– information about the held general meetings of shareholders (participants)

X

– information about the supervisory board

X

– information about the executive body

X

– a description of the main characteristics of the issuer’s internal control and risk management systems

X

– a list of persons who directly or indirectly own a significant block of the issuer’s shares

X

– information on any restrictions on the rights of participation and voting of shareholders (participants) at the issuer’s general meeting

X

– the procedure for appointing and dismissing the issuer’s officials

X

– authority of the issuer’s officials

X

12. Information on the owners of 5 percent or more of shares, indicating the percentage, number, type and/or class of shares owned by them

X

13. Information on the change of shareholders who own voting shares, the size of which becomes larger, smaller or equal to the threshold value of the share package

14. Information on the change of persons who have voting rights for shares, the total number of rights for which becomes greater, less or equal to the threshold value of the share package

15. Information on the change of persons who are the owners of financial instruments related to the voting shares of the joint-stock company, the total number of rights of which becomes greater, less or equal to the threshold value of the share package

16. Information on the capital structure, including specifying the types and classes of shares, as well as the rights and obligations of shareholders (participants)

17. Information on the issuer’s securities (type, form of issue, type, quantity), availability of a public offer and/or admission to trading on the stock exchange in terms of inclusion in the stock exchange register

X

1) information on issues of the issuer’s shares

X

2) information about the issuer’s bonds

3) information on other securities issued by the issuer

4) information on derivative securities of the issuer

5) information on securing the issue of debt securities

6) information on the acquisition of own shares by the issuer during the reporting period

18. Report on the condition of the real estate object (in the case of the issue of targeted bonds of enterprises, the fulfillment of obligations under which is carried out by transferring the object (part of the object) of residential construction)

19. Information on the ownership of securities (except shares) of the issuer’s employees

20. Information on the ownership of shares by employees of the issuer in the amount of more than 0.1 percent of the authorized capital

21. Information on any restrictions on the circulation of the issuer’s securities, including the need to obtain from the issuer or other holders of securities consent to the disposal of such securities

22. Information on the total number of voting shares and the number of voting shares, the voting rights of which are limited, as well as the number of voting shares, the voting rights of which, as a result of the limitation of such rights, have been transferred to another person

X

23. Information on the payment of dividends and other income from securities

24. Information on economic and financial activities of the issuer

X

1) information on the issuer’s fixed assets (at residual value)

X

2) information on the value of the issuer’s net assets

X

3) information about the issuer’s obligations

X

4) information on the volumes of production and sales of the main types of products

5) information on the cost of sold products

6) information about persons whose services the issuer uses

25. Information on the adoption of a decision on the preliminary granting of consent to commit significant transactions

26. Information on the commission of significant acts

27. Information on the commission of transactions, in the commission of which there is an interest

28. Information about persons interested in the company’s execution of transactions with an interest, and circumstances, the existence of which creates an interest

29. Annual financial statements

X

30. Audit report of an independent auditor, provided based on the results of an audit of the issuer’s financial statements by an auditor (auditing firm)

31. Annual financial statements of the guarantor (insurer/guarantor) providing security for the issue of debt securities (for each subject of security separately)

32. Statement regarding annual information

X

33. Information on shareholder or corporate agreements concluded by shareholders (participants) of such an issuer, which is available to the issuer

34. Information on any contracts and/or transactions, the condition of validity of which is the immutability of the persons who exercise control over the issuer

35. Information on special information and information on mortgage securities that arose during the reporting period

X

36. Information on issues of mortgage bonds

37. Information on the composition, structure and size of mortgage coverage

1) information on the amount of mortgage coverage and its relationship with the size (amount) of obligations under mortgage bonds with this mortgage coverage

2) information on the ratio of the amount of mortgage coverage to the size (amount) of obligations under mortgage bonds with this mortgage coverage for each date after changes in mortgage assets as part of mortgage coverage that occurred during the reporting period

3) information on the replacement of mortgage assets in the mortgage coverage or the inclusion of new mortgage assets in the mortgage coverage

4) information on the structure of mortgage coverage of mortgage bonds by types of mortgage assets and other assets at the end of the reporting period

5) information on the grounds for the issuer of mortgage bonds to have rights to mortgage assets that make up the mortgage coverage as of the end of the reporting year

38. Information on the presence of the debtor’s overdue payment terms for regular payments under credit agreements (loan agreements), rights of claim under which are secured by mortgages, which are included in the mortgage coverage

39. Information on issues of mortgage certificates

40. Information regarding the register of mortgage assets

41. Basic information about FON

42. Information on issuance of FON certificates

43. Information on persons holding FON certificates

44. Calculation of the value of the FON’s net assets

45. Background rules

46. ​​Notes:

Not filled in: Information about received licenses (permits) for certain types of activities –   Not subject to filling in by the Company.

Not filled in: Information on the issuer’s participation in other legal entities – the Company does not accept participation in other legal entities.

Not filled in: Information on the position of corporate secretary – Not to be filled out by the Company.

Not filled in: Information about the rating agency – the Company did not   conduct a rating assessment of the issuer and the issuer’s securities.

Not filled in: Information on branches or other separate structural subdivisions of the issuer – the Company does not have branches or other separate structural subdivisions.

Not filled in: Court cases of the issuer – the Company has no court cases.

Not filled in: Fines of the issuer – the Company has not received any fines.

Not filled in: Information about any rewards or compensations to be paid to the issuer’s officials in case of their dismissal – Not subject to filling in by the Company.

Not filled in: Information on the change of shareholders who own voting shares, the size of the package of which becomes larger, smaller or equal to the threshold value of the package of shares – Such changes were not reflected in the Company.

Not filled in: Information on the change of persons who have the right to vote on shares, the total number of rights for which becomes greater, less or equal to the threshold value of the package of shares – Not subject to filling in by the Company.

Not filled in: Information on the change of persons who are the owners of financial instruments related to the voting shares of the joint-stock company, the total number of rights of which becomes greater, less or equal to the threshold value of the package of shares – Not subject to filling in by the Company.

Not filled in: Information about the issuer’s bonds – the Company did not issue bonds.

Not filled in: Information on other securities issued by the issuer – the Company did not issue other securities.

Not filled in: Information on derivative securities – the Company did not issue derivative securities.

Not filled in: Information on ensuring the issue of debt securities – the Company did not ensure the issue of debt securities.

Not filled in: Information on acquisition of own shares by the issuer during the reporting period – the Company did not acquire own shares.

Not filled out: Report on the state of the real estate object (in case of issue of special-purpose bonds of enterprises, the fulfillment of the obligations of which is carried out by transferring the object (part of the object) of residential construction) – is not subject to filling out by the Company.

Not filled in: Information about the ownership of securities (except shares) by the employees of the issuer of such issuer – employees of the Company do not own securities (except shares) of the Company.

Not filled in: Information on the ownership of shares by employees of the issuer in the amount of more than 0.1 percent of the amount of the authorized capital of such issuer – employees of the Company do not own shares in the amount of more than 0.1 percent of the amount of the authorized capital of the Company.

Not filled out: Information about any restrictions on the circulation of securities, including the need to obtain consent from the issuer or other owners of securities to alienate such securities – There are no such restrictions

Not filled in: Information on the payment of dividends and other income from securities in the reporting period – Dividends were not paid.

Not filled in: Information on the volumes of production and sales of the main types of products – the Company did not produce products.

Not filled in: Information on the cost of the products sold – the Company did not sell the products.

Not filled in: Information about persons whose services the issuer uses – the Company did not use the services.

Not filled out: Information on the adoption of a decision on prior consent to the execution of significant transactions – Not subject to filling in by the Company.

Not filled in: Information on the execution of significant transactions – Not subject to filling in by the Company.

Not filled in: Information on transactions in which there is an interest – Not to be filled out by the Company.

Not filled in: Information about persons interested in the company’s execution of transactions with an interest, and circumstances, the existence of which creates an interest – Not subject to filling in by the Company.

Not filled out: Audit report of an independent auditor, provided based on the results of an audit of the issuer’s financial statements by an auditor (auditing firm) –   Not subject to filling in by the Company.

Not filled out: Annual financial report of the guarantor (insurer/guarantor) providing security for the issue of debt securities (for each subject of security separately) – Not to be filled out by the Company.

Not filled in: Information on shareholder or corporate agreements concluded by shareholders (participants) of such issuer, which is available to the issuer – Such agreements are absent.

Not filled in: information about any contracts and/or transactions, the condition of validity of which is the immutability of the persons who exercise control over the issuer – There are no such contracts.

Not filled in: Information on the issuance of mortgage bonds – the Company did not issue them.

Not filled in: Information on the composition, structure and size of mortgage coverage – the Company did not receive mortgage coverage.

Not filled in: Information about the debtor’s overdue payment terms for regular payments under credit agreements (loan agreements), the rights of claim of which are secured by mortgages – the Company has no such overdue obligations.

Not filled in: Information on issuance of current certificates –   the Company did not issue current certificates.

Not filled in: Information regarding the register of current assets – the Company does not have a register of current assets.

Not filled out:   information about the Foundation, certificates of the Foundation, value of net assets of the Foundation, rules of the Foundation – the Company is not a financial institution.

III. Basic information about the issuer

1. Full name

Private joint-stock company “International Energy Company”

2. Series and number of the certificate of state registration of a legal entity (if available)

A01 No. 372861

3. Date of state registration

29.01.2009

4. Territory (region)

m. Kyiv

5. Authorized capital (UAH)

962500

6. Percentage of shares in the authorized capital belonging to the state

0

7. Percentage of shares (parts, units) of the authorized capital transferred to the authorized capital of the state (national) joint stock company and/or holding company

0

8. Average number of employees (persons)

3

9. The main types of activity, indicating the name of the type of activity and code according to KVED

46.69 – Wholesale trade in other machines and equipment

46.90 – Non-specialized wholesale trade

72.19 – Research and experimental developments in the field of other natural and technical sciences

10. Banks servicing the issuer

1) the name of the bank (branch, bank branch) that serves the issuer with a current account in the national currency

Pivdenny JSC Public Joint Stock Company

2) MFO of the bank

328209

3) Current account

26007010046061

4) the name of the bank (branch, bank branch) that serves the issuer with a current account in foreign currency

5) MFO of the bank

6) Current account

XI. Business description

Changes in the organizational structure in accordance with previous reporting periods

There were no changes in the organizational structure of the Company.

The average registered number of full-time employees of the accounting staff (persons), the average number of freelancers and persons working part-time (persons), the number of employees working part-time (day, week) (persons), the wage fund. In addition, the facts of changes in the size of the wage fund, its increase or decrease relative to the previous year are noted. The personnel program of the issuer, aimed at ensuring the level of qualification of its employees for the operational needs of the issuer, is noted

The average number of full-time employees on the payroll is   3 people. Freelancers and persons working part-time or part-time (daily, weekly) are absent. There are no facts of changes in the size of the wage fund.   The program is aimed at providing the level of qualification of its employees to the operational needs of the distance issuer.

The issuer’s affiliation to any associations of enterprises, the name and location of the association,   a description of the association’s activities, the functions and term of the issuer’s participation in the relevant association, the issuer’s position in the association’s structure are indicated

The company does not belong to any associations of enterprises.

Joint activities that the issuer conducts with other organizations, enterprises, institutions, while indicating the amount of contributions, the purpose of contributions (making a profit, other goals) and the obtained financial result for the reporting year for each type of joint activity

The Society did not conduct joint activities with other organizations, enterprises, institutions.

Any reorganization proposals from third parties that took place during the reporting period, the terms and results of those proposals

During the reporting period, no proposals regarding the reorganization of the Company were received from third parties.

Description of the selected accounting policy (method of calculating depreciation, method of estimating the value of inventories, method of accounting and estimating the value of financial investments, etc.)

Accounting is carried out in accordance with the requirements of the Law of Ukraine dated 16.07.99 No. 996-XIV “On accounting and financial reporting in Ukraine”, Regulations (standards) of accounting, Order of the Ministry of Finance of Ukraine dated 30.11.1999 No. 291 “On approval of the plan accounting accounts and instructions on its application”, as well as other regulatory documents on the organization of accounting.

In 2018, for the purposes of accounting for fixed assets, the company applied the requirements of Accounting Regulation (standard) 7 “Fixed Assets”, approved by the order of the Ministry of Finance of Ukraine dated April 27, 2000 No. 92, taking into account changes and additions. According to the accounting policy, the company uses the straight-line method of depreciation.

Tax accounting of fixed assets and their depreciation is carried out in accordance with the Tax Code of Ukraine, as amended. Inventories on the company’s balance sheet are assets that: are held for further sale under normal business conditions; are kept for consumption during the production of products, performance of works and provision of services, as well as management of the enterprise.

Inventory accounting is carried out in quantitative and total terms. The primary account is kept in the quantitative meter by the places of storage of stocks and materially responsible persons. Analytical accounting of stocks is kept for each item, which is assigned a nomenclature number. In accordance with the accounting policy, the company uses the FIFO method to evaluate stocks upon release to production, sale or other disposal.

In 2018, for the accounting of raw materials, goods, materials and other tangible assets, the company applied the requirements of PSBO 9 “Inventories”, approved by MFU No. 246 of 10/20/1999, taking into account changes and additions.

The enterprise has no long-term financial investments.

The main types of products or services produced or provided by the issuer, due to the sale of which the issuer received 10 percent or more of the income for the reporting year, including production volumes (in physical and monetary terms), average selling prices, the amount of revenue, is provided separately information on the total amount of exports, as well as the share of exports in the total volume of sales, prospects for the production of individual goods, performance of works and provision of services; dependence on seasonal changes; about the main sales markets and main customers; the main risks in the issuer’s activities, the issuer’s measures to reduce risks, protect its activities and expand production and sales markets; about sales channels and sales methods used by the issuer; about sources of raw materials, their availability and price dynamics; information about the peculiarities of the state of development of the industry, in which the issuer operates, the level of introduction of new technologies, new products, its position on the market; information about competition in the industry, about the features of the issuer’s products (services); prospective development plans of the issuer; the number of suppliers for the main types of raw materials and materials that account for more than 10 percent of the total volume of supplies, if the issuer operates in several countries, it is necessary to indicate those countries in which the issuer received 10 percent or more of the total amount of income for the reporting year

The company had no income during the reporting period.

Major acquisitions or disposals of assets in the last five years. If the enterprise is planning any significant investment or acquisition related to its economic activity, it must be described, including the material terms of the acquisition or investment, its cost and the method of financing

The company did not acquire or dispose of assets.

Fixed assets of the issuer, including leased objects and any significant transactions of the issuer in relation to them; production capacity and degree of equipment utilization; method of holding assets, location of fixed assets. In addition, it is necessary to describe environmental issues that may affect the use of the company’s assets, plans for capital construction, expansion or improvement of fixed assets, the nature and reasons for such plans, the amount of expenditures, including those already made, a description of the financing method, and estimated start and end dates activity and the expected increase in production capacity after its completion

The company has no fixed assets

Problems affecting the activity of the issuer; the degree of dependence on legal or economic constraints

The Company’s activities are significantly affected by constant changes in tax legislation and the state’s investment policy, the insolvency of partners and the population, the presence of unfair competition, and wear and tear of fixed assets.

The degree of dependence on the specified problems:

constant changes in legislation – the degree of dependence is high

price instability – the degree of dependence is high

low solvency of consumers – the degree of dependence is high

Description of the selected policy regarding the financing of the issuer’s activities, the sufficiency of working capital for current needs, possible ways to improve liquidity according to the issuer’s specialists

The company plans to develop business.

The value of concluded but not yet executed contracts (contracts) at the end of the reporting period (total) and expected profits from the execution of these contracts

There are no such contracts.

Strategy for the issuer’s future activities for at least one year (regarding expansion of production, reconstruction, improvement of financial condition, description of significant factors that may affect the activity of the issuer in the future)

The strategy was not developed.

Description of the issuer’s policy on research and development, indicate the amount of research and development expenses for the reporting year

The company does not implement research and development policy

Other information that may be essential for the investor’s assessment of the financial condition and results of the issuer’s activities, including, if available, information on the results and analysis of the issuer’s management over the past three years in the form of an analytical report in an arbitrary form

Absent

IV. Information about management bodies

Management body

Structure

Personal composition

General assembly

total number of shareholders

total number of shareholders

Supervisory Board

two persons

Oleksandr Markiyanovych Maslyak

Yakiv Anatoliyovych Vorobyov

Chairman of the board

Sole executive body

Oleksandr Fedorovych Dubovoy

Auditor

Single body

Povoroznyk Tetyana Olehivna

V. Information about the issuer’s officials

1. Information on the education and work experience of the issuer’s officials

1) Position

Member of the Supervisory Board

2) Surname, first name, patronymic of an individual or full name of a legal entity

Oleksandr Markiyanovych Maslyak

3) Identification code of the legal entity

4) Year of birth

1976

5) Education

higher

6) Work experience (years)

19

7) Name of the enterprise, identification code of the legal entity and the position held

PJSC “MEK”, 36285564, First Deputy Chairman of the Board

8) Date of acquisition of powers and term for which elected (appointed)

04/16/2018, elected for 3 years

9) Description

The powers and duties of an official are determined by the Company’s Charter and the Regulations on the Company’s Supervisory Board. The official did not consent to the disclosure of passport data. Maslyaka O.M. appointed for three years as a member of the Supervisory Board of the Company in accordance with the decision of the general meeting of shareholders of the Company dated April 16, 2018, issued by protocol No. 1. Representative of the shareholder PJSC “International Investment Group”. The official of the issuer does not have an outstanding criminal record for self-interest and official crimes. Work experience (years) – 19 years. Previous positions held by the person during the last five years: First Deputy Chairman of the Board of the Private Joint Stock Company , Advisor to the General Director of the State Enterprise , Chairman of the Board of the Private Joint Stock Company <  Occupancy of positions by the official at any other enterprises and their location: does not hold.

1) Position

Member of the Supervisory Board

2) Surname, first name, patronymic of an individual or full name of a legal entity

Yakiv Anatoliyovych Vorobyov

3) Identification code of the legal entity

4) Year of birth

1990

5) Education

higher

6) Work experience (years)

8

7) Name of the enterprise, identification code of the legal entity and the position held

Odesa Regional Territorial Branch of AMCU, 20992104, chief specialist

8) Date of acquisition of powers and term for which elected (appointed)

04/16/2018, elected for 3 years

9) Description

The powers and duties of an official are determined by the Company’s Charter and the Regulations on the Company’s Supervisory Board. The official did not consent to the disclosure of passport data. Y. A. Vorobyov, appointed for three years as a member of the Supervisory Board of the Company in accordance with the decision of the general meeting of shareholders of the Company dated April 16, 2018, drawn up by protocol No. 1. Representative of the shareholder PJSC “International Investment Group”. The official of the issuer does not have an outstanding criminal record for self-interest and official crimes. Work experience (years) – 23 years. Previous positions held by the person during the last five years: chief specialist of the Odesa Regional Territorial Branch of AMCU, teacher of the Department of Mathematics and Informatics of the Izmail State Humanitarian University.  Occupancy of positions by the official at any other enterprises and their location: does not hold.

1) Position

Chairman of the board

2) Surname, first name, patronymic of an individual or full name of a legal entity

Oleksandr Fedorovych Dubovoy

3) Identification code of the legal entity

4) Year of birth

1976

5) Education

Higher

6) Work experience (years)

23

7) Name of the enterprise, identification code of the legal entity and the position held

PJSC “MEK”, 36285564, Advisor to the Chairman of the Board on Investments and Innovations

8) Date of acquisition of powers and term for which elected (appointed)

10.11.2015, selected Until the decision on dismissal from the position

9) Description

The powers and duties of an official are determined by the Company’s Charter and the Regulations on the Company’s Executive Body. The official did not consent to the disclosure of passport data. Dubovoy O.F. appointed to the position (until the decision on dismissal from the position) on the basis of protocol No. 2/2015 of the extraordinary general meeting   dated November 9, 2015. The issuer’s official has no outstanding criminal record for self-interest and official crimes. Work experience (years) – 23 years. Previous positions held by the person during the last five years: Advisor to the Chairman of the Board on Investments and Innovations of PJSC .   Occupancy of positions by the official at any other enterprises and their location: does not hold.

1) Position

Auditor

2) Surname, first name, patronymic of an individual or full name of a legal entity

Povoroznyk Tetyana Olehivna

3) Identification code of the legal entity

4) Year of birth

1978

5) Education

Higher

6) Work experience (years)

12

7) Name of the enterprise, identification code of the legal entity and the position held

PJSC “MIH”, 33690928, acting chief accountant

8) Date of acquisition of powers and term for which elected (appointed)

04/16/2018, elected for 3 years

9) Description

The powers and duties of an official are determined by the Company’s Charter and the Regulations on the Company’s Auditor. The official did not consent to the disclosure of passport data. Povoroznyk T.O. was appointed to the position of Auditor of the Company for three years in accordance with the decision of the general meeting of shareholders of the Company dated April 16, 2018, drawn up by protocol No. 1. The issuer’s official has no outstanding criminal record for self-interest and official crimes. Work experience (years) – 12 years. Previous positions held by the person during the last five years: PJSC “International Investment Group” acting chief accountant.   Occupancy of positions by an official at any other enterprises and their location:   member of the board of JSC KIEP.

2. Information on ownership of the issuer’s shares by the issuer’s officials

Position

Surname, first name, patronymic of an individual or full name of a legal entity

Identification code of the legal entity

Number of shares (pcs.)

From the total number of shares (in percent)

Number by types of shares

Simple personal names

Privileged names

1

2

3

4

5

6

7

Member of the Supervisory Board

Oleksandr Markiyanovych Maslyak

0

0

0

0

Member of the Supervisory Board

Yakiv Anatoliyovych Vorobyov

1

0.25

1

0

Chairman of the board

Oleksandr Fedorovych Dubovoy

0

0

0

0

Auditor

Povoroznyk Tetyana Olehivna

0

0

0

0

That’s all

1

0.25

1

0

VI. Information about the founders and/or members of the issuer and the percentage of shares (parts, units)

The name of the legal entity of the founder and/or participant

Identification code of the legal entity of the founder and/or participant

Location

Percentage of shares (parts, units) owned by the founder and/or participant (from the total number)

Private joint-stock company “International Investment Group”

33690928

01014, Ukraine, Kyiv region, Kyiv, st. Michurina, building 54-A, office 119

99.75

Surname, first name, patronymic of an individual

Percentage of shares (parts, units) owned by the founder and/or participant (from the total number)

Yakiv Anatoliyovych Vorobyov

0.25

That’s all

100

VII. Management report (management report)

1. Probable prospects for further development of the issuer

The company plans to attract investments from foreign partners for profit.

2. Information about the issuer’s development

The purpose of the Company’s activity is entrepreneurial, commercial and other activities that do not contradict the Company’s Charter and current legislation and are aimed at making a profit.

3. Information about the conclusion of derivatives or the execution of transactions with respect to derivative securities by the issuer, if this affects the assessment of its assets, liabilities, financial condition and income or expenses of the issuer, in particular information about:

During the reporting period, derivatives were not concluded, and transactions related to derivative securities were not concluded.

1) tasks and policy of the issuer regarding the management of financial risks, including the policy regarding the insurance of each main type of forecasted operation for which hedging operations are used

The main goal of financial risk management is to minimize the financial losses associated with them. The main tasks of financial risk management are the optimization of the capital structure (the ratio between own and borrowed sources of financial resources formation) and the optimization of the portfolio of debt obligations. The issuer’s policy on financial risk management is a system of goals and tasks of risk management, as well as a set of methods and means of achieving these goals. The policy of financial risk management is reflected in the strategy and tactics of identifying and neutralizing risks. The issuer does not use the method of price risk insurance for transactions on the stock exchange (commodity, stock) – hedging operations.

2) the issuer’s exposure to price risks, credit risk, liquidity risk and/or cash flow risk

The Company is prone to price risks, the Company is not prone to credit risk, liquidity risk and/or cash flow risk.

4. Report on corporate governance:

1) reference to:

own code of corporate governance, which is managed by the issuer

the Company does not have its own code of corporate governance

corporate governance code of the stock exchange, association of legal entities or other corporate governance code that the issuer has voluntarily decided to apply

The company does not apply the codes of corporate management of the stock exchange, association of legal entities or other codes of corporate management

all relevant information about the practice of corporate governance applied beyond the requirements defined by law

The company does not apply the practice of corporate management beyond the requirements defined by the law

2) if the issuer deviates from the provisions of the corporate governance code specified in paragraphs two or three of clause 1 of this part, provide an explanation from which parts of the corporate governance code such issuer deviates from and the reasons for such deviations. If the issuer has decided not to apply some of the provisions of the corporate governance code specified in paragraphs two or three of paragraph 1 of this part, justify the reasons for such actions

The company does not deviate from the provisions of the corporate governance code in connection with the absence of the code

3) information on general meetings of shareholders (participants)

Type of general meeting

on duty

extraordinary

X

Date of holding

04/16/2018

Quorum of meetings

100

Description

Agenda

Question 1. Election of the Chairman and Secretary of the General Meeting of Shareholders of the Company. Adopted decision: To elect the Chairman of the General Meeting of Shareholders of the Company – the President of the Private Joint Stock Company “International Investment Group” Yakov Anatoliyovych Vorobyov and the Secretary of the General Meeting of Shareholders of the Company – a member of the Supervisory Board of the Company Povoroznyk Tetyana Olehivna.

Question 2. Determining the number of the counting committee of the Company, the term of its powers and the selection of personnel. Adopted decision: To approve the one-person composition of the counting commission of the Company, the term of its powers – until re-election at the next General Meeting and to elect the personal composition: Chairman of the Commission Tokarchuk Bohdan Valeriyovych.

Question 3. Approval of the procedure and method of certification of ballots for voting, including cumulative voting. Adopted 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.

Question 4. Approval of the procedure (regulations) for the annual General Meeting of Shareholders. Adopted decision: Speeches on agenda items –   up to 5 minutes, proposals and references – up to 2 minutes. Questions are asked in oral form, indicating the last name, first name, 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 a counting committee.

Question 5. Adoption of a decision based on the results of consideration of the report of the Chairman of the Board of the Company for 2017. Adopted decision: To approve the report of the Chairman of the Board of the Company for 2017 and to evaluate the work of the Chairman of the Board of the Company according to the results of 2017 as “satisfactory”.

Question 6. Adoption of a decision based on the results of consideration of the report of the Supervisory Board of the Company for 2017. Adopted decision: To approve the report of the Supervisory Board of the Company for 2017 and to evaluate the work of the Supervisory Board of the Company based on the results of 2017 as “satisfactory”.

Question 7. Auditor’s report on the results of work for 2017. Approval of the Auditor’s report and conclusions based on the results of work for 2017. Adopted decision: To approve the report of the Auditor of the Company for 2017 and to evaluate the work of the Auditor of the Company according to the results of 2017 as “satisfactory”.

Question 8. Approval of the annual results of the Company’s activities, the Company’s annual report, balance sheet, report on financial results and other forms of annual reporting for 2017. Adopted decision: To approve the annual report of the Company for 2017, the results of the Company’s activities for 2017, the balance sheet, the report on financial results and other forms of annual reporting for 2017.

Question 9. Distribution of profit for 2017, approval of the amount of dividends for 2017, decision-making on the term and procedure for paying dividends for 2017. Adopted decision: Do not calculate and pay dividends for 2017. According to the results of financial and economic   activity   for 2017.   The company   has a loss in the   amount of UAH 208.3 thousand.

Question 10. Preliminary approval of significant transactions that may be committed by the Company during the year. Adopted decision: Provide preliminary consent for the Company to commit significant transactions in the course of current economic activity within 1 (one) year from the date of this annual General Meeting of the Company, including, but not limited to: loan agreements, deliveries, sales, any any other business contracts under which the Company acts or will act for 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 act(s) is valid regardless of the future increase in the market value of the Company’s property, increase/decrease in the value of the Company’s assets according to the data of the last annual financial report, as well as possible fluctuations in the hryvnia exchange rate against foreign currencies. The total marginal value of transactions is UAH 12,025,000. (100% of the value of the Company’s assets according to the annual financial report for 2017). 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.

Question 11. Bringing the Charter of the Company into compliance with the requirements of the current legislation by making changes to it and   approving it in a new edition. Adopted decision: To bring the Charter of the Company into compliance with the requirements of the current legislation by making changes to it and approving it in a new edition.

Question 12. Bringing the Regulations of the Company “About the General Meeting of Shareholders”, “About the Supervisory Board”, “About the Auditor”, “About the Executive Body” into compliance with the requirements of the current legislation by making changes to them and   approving them in the new edition. Adopted decision: Bring the Regulations of the Company “On the General Meeting of Shareholders”, “On the Supervisory Board”, “On the Auditor”, “On the Executive Body” into compliance with the requirements of the current legislation by making changes to them and   approving them in the new edition.

Issue 13. Termination of powers of the Supervisory Board of the Company in its entirety. Adopted decision: Terminate the powers of the Company’s Supervisory Board in its entirety.

Question 14. Election of members of the Supervisory Board of the Company. Adopted decision: To elect the Supervisory Board of the Company, consisting of: VOROBYOV YAKIV ANATOLIYOVYCH, MASLYAK OLEKSANDR MARKIANOVYCH.

Question 15. 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. Adopted decision: Approve the terms of civil law agreements, labor agreements (contracts) that can be concluded with the members of the Supervisory Board, establish the amount of their remuneration in accordance with the terms of the agreements, authorize the   Chairman of the Board of the Dubovoy Society Oleksandr Fedorovych to sign agreements (contracts) with the members of the Supervisory Board.

Question 16. Termination of powers of the Auditor. Adopted decision: Terminate the powers of the Auditor of the Company Ya.A. Vorobyov.

Question 17. Election of the Auditor. Adopted decision: To elect POVOROZNYK TETYANA OLEGIVNA as Auditor of the Company.

Question 18. Determination of the person authorized to sign the Statute of the Company in the new version and make appropriate changes to the information about the legal entity contained in the Unified State Register of Legal Entities, Natural Persons – Entrepreneurs, and Public Organizations. Adopted decision: To appoint Yakov Anatoliyovych Vorobyov, the President of the Private Joint Stock Company “International Investment Group” and Oleh Povorozvnu, the Secretary of the Company’s General Meeting of Shareholders – a member of the Supervisory Board of the Company, as the person authorized to sign the Company’s Charter in the new version. Determine the person authorized to make appropriate changes to the information about the legal entity contained in the Unified State Register of Legal Entities,

Question 19. About the exclusion from the Unified State Register of legal entities, natural persons-entrepreneurs and public formations of information regarding the shareholder of Babenko Yakov Oleksiyovych. Adopted decision: Exclude from the Unified State Register of Legal Entities, Natural Entrepreneurs and Public Organizations the information regarding Yakov Oleksiyovych Babenko as a shareholder of the Company.

Question 20. About the inclusion in the Unified State Register of legal entities, natural persons-entrepreneurs and public formations of information regarding the new shareholder of the Company Vorobyov Yakov Anatoliyovych. Adopted decision: To include in the Unified state register of legal entities, natural persons-entrepreneurs and public formations information about the new shareholder of the Company Vorobyov Yakov Anatoliyovych.

Which body carried out the registration of shareholders to participate in the general meeting of shareholders last time?

So

No

Registration commission appointed by the person who convened the general meeting

X

Shareholders

X

Depository institution

X

Other (specify)

Which body carried out control over the state of registration of shareholders or their representatives to participate in the last general meeting (if there is control) ?

So

No

National Securities and Stock Market Commission

X

Shareholders who collectively own more than 10 percent of the shares

X

How was voting on the agenda at the last general meeting?

So

No

Raising cards

X

By ballots (secret ballot)

X

By raising hands

X

Other (specify)

What are the main reasons for convening the last extraordinary meeting?

So

No

Reorganization

X

Additional issue of shares

X

Amendments to the charter

X

Making a decision to increase the authorized capital of the company

X

Making a decision to reduce the authorized capital of the company

X

Election or termination of powers of the chairman and members of the supervisory board

X

Election or termination of powers of members of the executive body

X

Election or termination of powers of members of the audit commission (auditor)

X

Delegation of additional powers to the supervisory board

X

Other (specify)

Approval of the annual report of the Company.

Were general meetings of shareholders held in the form of absentee voting in the reporting year (yes/no)?   No

In the case of convening extraordinary general meetings, their initiators are indicated:

So

No

Supervisory Board

X

Executive authority

X

Audit commission (auditor)

X

Shareholders (shareholder) who, on the day of filing the claim, collectively own (owner) 10 percent or more of the company’s ordinary shares

Other (specify)

In case of convening, but not holding the annual (ordinary) general meeting, the reason for its non-holding shall be indicated:

In the case of convening but not holding an extraordinary general meeting, the reason for its non-holding shall be indicated:

4) information about the issuer’s supervisory board and executive body

Composition of the supervisory board (if available) ?

Number of people

members of the supervisory board – shareholders

0

members of the supervisory board – representatives of shareholders

2

members of the supervisory board are independent directors

0

Committees in the composition of the supervisory board (if available) ?

So

No

On audit issues

X

Regarding appointments

X

From rewards

X

Other (specify)

Information on the competence and efficiency of committees:

Information on the number of meetings and which committees of the Supervisory Board:

Personal composition of the supervisory board

Full Name

Position

Independent member

So

No

Yakv Anatoliyovych Vorobyov

Chairman of the Board

X

Description:

During the reporting period, performed the duties of a member of the supervisory board competently and efficiently

Oleksandr Markiyanovych Maslyak

Member of the Supervisory Board

X

Description:

During the reporting period, performed the duties of a member of the supervisory board competently and efficiently

Which of the requirements for members of the supervisory board are set out in the internal documents of the joint-stock company?

So

No

Industry knowledge and experience in the industry

X

Knowledge in the field of finance and management

X

Personal qualities (honesty, responsibility)

X

No conflict of interest

X

Limit age

X

There are no requirements

X

Other (specify)

Only a natural person can be a member of the Supervisory Board. A member of the Supervisory Board cannot be the Chairman of the Board and/or the Auditor at the same time.

X

When was the last time a new member of the supervisory board was elected, how did he familiarize himself with his rights and duties?

So

No

The new member of the supervisory board independently familiarized himself with the content of the internal documents of the joint-stock company

X

A meeting of the supervisory board was held, at which the new member of the supervisory board was introduced to his rights and duties

X

Special training (in corporate governance or financial management) was organized for a new member of the supervisory board.

X

All members of the supervisory board were re-elected for a second term or no new member was elected

X

Other (specify)

Were meetings of the supervisory board held? A general description of the decisions made on them

During the reporting period, meetings of the supervisory board were held on issues such as: making decisions on holding annual meetings, the Company’s participation in the creation of other legal entities, authorizing the Chairman of the Board to participate in general meetings of other legal entities, etc.

How is the amount of compensation for members of the supervisory board determined?

So

No

The reward is a fixed amount

X

The remuneration is a percentage of the net profit or increase in the market value of the shares

X

The remuneration is paid in the form of securities of the company

X

Members of the supervisory board do not receive remuneration

X

Other (write down)

Information about the executive body

Composition of the executive body

Functional duties

In accordance with the current version of the Company’s Charter, the Chairman of the Board is the sole executive body of the Company, which manages the current activities of the Company. The chairman of the board is elected by the supervisory board and/or the general meeting of shareholders for an indefinite term.

Competence of the Chairman of the Board:

(1) Manages and resolves all issues of the current activity of the Company, except for those referred to the competence of the General Meeting and/or the Supervisory Board by the current legislation, the Charter and decisions of the General Meeting.

(2) Develops and approves key technical and economic performance indicators of the Company, annual and long-term financial plans (budgets), annual and long-term investment plans, development plans, other plans of the Company, prepares and submits for consideration and approval to the Supervisory Board and the General Assembly reports on their implementation.

(3) Ensures the implementation of approved key technical and economic performance indicators of the Company, annual business plans, annual and long-term financial plans (budgets), annual and long-term investment and development plans, and other plans of the Company.

(4) Implements the financial, investment, innovation, technical and price policy of the Company.

(5) Executes the decisions of the General Meeting and the decisions of the Supervisory Board, reports on their implementation.

(6) At the request of the Supervisory Board, prepares and submits reports on specific issues of its activities.

(7) With the prior approval of the Supervisory Board, it makes decisions on the directions and procedure for the use of fund funds (except for the dividend payment fund), taking into account the restrictions established by this Statute and the legislation of Ukraine

(8) Develops and approves any internal regulatory documents of the Company, with the exception of internal regulatory documents, the approval of which is assigned to the competence of the General Meeting and/or the Supervisory Board.

(9) Executes the decision of the Supervisory Board on convening and holding General Meetings in accordance with the provisions of current legislation and this Charter. Makes proposals to the Supervisory Board regarding the convening of the General Meeting and supplementing the agenda of the General Meeting and draft decisions of the General Meeting.

(10) Organizes the development and approval of proposals regarding the organizational structure of the Company and its changes, approves the staffing schedule of the Company and salaries of the Company’s employees, approves the organizational structure and staffing schedule of separate divisions of the Company.

(11) Makes decisions on the execution of transactions, signing (conclusion), amendment and termination of agreements (agreements, contracts), emission and placement of other securities of the Company, except for shares, with the exception of those transactions, the execution of which is in accordance with this Statute and/or according to the current legislation of Ukraine, it is necessary to obtain a mandatory decision (permission) of the General Assembly or a decision (permission) of the Supervisory Board for their implementation.

(12) Organizes and carries out actions regarding the placement of other securities by the Company, except for shares, regarding the placement of which a decision of the Supervisory Board or the General Meeting was taken.

(13) After obtaining the permission of the Supervisory Board, organizes and takes actions regarding participation in the creation and activities of other legal entities, as well as exit from them; participation (entry, exit or establishment) of the Company in associations of legal entities, as well as participates in the activities of the management bodies of legal entities whose corporate rights are owned by the Company.

(14) After obtaining the permission of the Supervisory Board, conclude transactions regarding the alienation and/or acquisition, acquisition of ownership by other means of any corporate rights of other legal entities.

(15) Ensures efficient use of the Company’s assets.

(16) Makes decisions regarding the use of the Company’s profit in the amounts and for the purposes provided for in the financial plan (budget) of the Company.

(17) Reports to the Supervisory Board within the terms and in the forms approved by the relevant decisions of the Supervisory Board.

(18) Resolves other issues of the Company’s activities that are not included in the exclusive competence of the General Meeting of the Company and/or the Supervisory Board, or for the resolution of which it is not necessary to obtain an appropriate decision of the Supervisory Board and/or the General Meeting.

Description

During the reporting period, the Chairman of the Board of the Company   performed his duties competently and efficiently

Notes

5) a description of the main characteristics of the issuer’s internal control and risk management systems

Has an audit committee been established in your joint-stock company or has the position of auditor been introduced? (yes, an audit commission was created / yes, the position of auditor was introduced / no)   yes, the position of auditor was introduced

If the company has established an audit commission:

The number of members of the audit commission is people.

On average, how many times a year did the audit committee meet during the last three years?   0

According to the charter of your joint-stock company, which body (general meeting of shareholders, supervisory board or executive body) is responsible for solving each of these issues?

General meeting of shareholders

Supervisory Board

Executive authority

Does not belong to the competence of any body

Determination of the main areas of activity (strategy)

so

No

No

No

Approval of activity plans (business plans)

so

No

No

No

Approval of the annual financial report, or balance sheet, or budget

so

No

No

No

Election and termination of powers of the chairman and members of the executive body

No

so

No

No

Election and termination of powers of the chairman and members of the supervisory board

so

No

No

No

Election and termination of powers of the chairman and members of the audit commission

so

No

No

No

Determining the amount of remuneration for the chairman and members of the executive body

No

so

No

No

Determining the amount of remuneration for the chairman and members of the supervisory board

so

No

No

No

Making a decision to bring members of the executive body to property liability

No

so

No

No

Making a decision on the additional issue of shares

so

No

No

No

Making a decision on the purchase, sale and placement of own shares

so

No

No

No

Approval of the external auditor

No

so

No

No

Approval of contracts in respect of which there is a conflict of interest

so

No

No

No

Does the charter of the joint-stock company contain a provision that limits the authority of the executive body to make decisions on the conclusion of contracts, taking into account their amount, on behalf of the joint-stock company? (yes/no)   yes

Does the charter or internal documents of the joint-stock company contain provisions on conflict of interests, i.e. a contradiction between the personal interests of an official or persons related to him and the obligation to act in the interests of the joint-stock company? (yes/no)   yes

What documents exist in your joint-stock company?

So

No

Regulations on general meetings of shareholders

X

Regulations on the supervisory board

X

Regulations on the executive body

X

Regulations on the officials of the joint-stock company

X

Regulations on the audit commission (or auditor)

X

Regulations on shares of a joint-stock company

X

Regulations on the order of profit distribution

X

Other (write down)

How can shareholders get information about the activities of your joint-stock company?

Information about the activities of the joint-stock company

Information is distributed at general meetings

The information is made public in the publicly available information database of the National Securities and Stock Market Commission on the securities market or through a person who conducts the activity of publicizing regulated information on behalf of stock market participants

Documents are provided for perusal directly at the joint-stock company

Copies of documents are provided at the shareholder’s request

The information is posted on the joint-stock company’s own website

Financial reporting, performance results

so

so

so

so

so

Information on shareholders who own 10 percent or more of the authorized capital

so

so

so

so

so

Information on the composition of the management bodies of the company

so

so

so

so

so

Statute and internal documents

so

No

so

so

No

Minutes of general meetings of shareholders after their holding

so

No

so

so

No

The amount of remuneration of the officials of the joint-stock company

so

No

so

so

No

Does the joint-stock company prepare financial statements in accordance with international financial reporting standards? (yes/no)   no

How many times a year, on average, were audits of the joint-stock company carried out by an independent auditor (auditing firm) during the reporting period?

So

No

They were not held at all

X

Less than once a year

X

Once a year

X

More often than once a year

X

Which body made the decision to approve the independent auditor (auditing firm)?

So

No

General meeting of shareholders

X

Supervisory Board

X

Executive authority

X

Other (specify)

On the initiative of which body, the audit commission (auditor) conducted (conducted) the inspection last time?

So

No

On his own initiative

X

By order of the general assembly

X

By order of the Supervisory Board

X

At the request of the executive body

X

At the request of shareholders who collectively own more than 10 percent of the votes

X

Other (specify)

6) a list of persons who directly or indirectly own a significant block of the issuer’s shares

No. z/p

Full name of the legal entity – the owner (owners) or the surname, first name, patronymic (if any) of the natural person – the owner (owners) of a significant block of shares

Identification code according to the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations (for a resident legal entity), code/number from the trade, bank or court register, registration certificate of a local authority of a foreign country on the registration of a legal entity (for a legal entity non-resident)

The size of the share of the shareholder (owner) (as a percentage of the authorized capital)

1

Private joint-stock company “International Investment Group”

33690928

99.75

7) information on any restrictions on the rights of participation and voting of shareholders (participants) at the issuer’s general meeting

Total number of shares

Number of shares with restrictions

The reason for the limitation

Date of limitation

8) the procedure for appointing and dismissing the issuer’s officials. Information on any remuneration or compensation to be paid to the issuer’s officers in the event of their dismissal

According to Clause 15.4 of the Statute, officials of the Company’s bodies are the Chairman and members of the Supervisory Board, the Auditor, the Chairman of the Board.

In accordance with clauses 17.5, 17.6 of the Statute, the Supervisory Board consists of the Chairman and members of the Supervisory Board of the Company and cannot be less than two persons and more than three persons. Members of the Supervisory Board are elected by shareholders during the General Meeting by cumulative voting for a term of 3 (three) years.

The decision to terminate the powers of the members of the supervisory board belongs to the exclusive competence of general meetings of shareholders (clause 17.7 of the Charter). According to Clause 17.7.4. of the Statute, without a decision of the general meeting, the powers of a member of the supervisory board are terminated:

(1) At his own request, subject to written notification of this to the Company two weeks in advance.

(2) In case of impossibility of performing the duties of a member of the Supervisory Board due to health.

(3) In the event that a sentence or a court decision, by which he was sentenced to a punishment, which excludes the possibility of fulfilling the duties of a member of the Supervisory Board, becomes legally binding.

(4) In case of death, recognition of him as incapable, limited capable, absent for certain, deceased.

(5) If the Company receives a written notification about the replacement of a member of the Supervisory Board who is a shareholder’s representative.

(6) In the case of providing notoriously unreliable information about oneself while being a candidate for this position, if this Statute or current legislation excludes the possibility for such a person to perform the duties of a member of the Supervisory Board.

According to clause 18.2. According to the Charter, the Chairman of the Board is elected by the Supervisory Board. Termination of the powers of the Chairman of the Board is the exclusive competence of the Supervisory Board (clause 6, paragraph 2, clause 17.3 of the Statute).

According to clause 19.3. The Charter, the Auditor is elected by the General Meeting from among natural persons who have full civil capacity, or from among legal entities – shareholders of the Company for a term of 3 (three) years. In accordance with clauses 19.6.6, 19.6.7. of the Charter, the powers of the auditor are terminated by the decision of the general meeting of shareholders.

9) powers of the issuer’s officials

SUPERVISORY BOARD (clause 2.5. Regulations on the supervisory board, clause 17.11 of the Statute):

Members of the supervisory board have the right to:

(1) To receive any information regarding the Company, if such information is necessary for him to perform the functions of a member of the Supervisory Board.

(2) Submit written proposals for the formation of the work plan of the Supervisory Board, the agenda of the Supervisory Board meetings.

(3) To express written disagreement with the decisions of the Supervisory Board.

(4) To initiate the convening of a meeting of the Supervisory Board.

(5) Make proposals, discuss and vote on issues on the agenda of Supervisory Board meetings.

(6) To get acquainted with the minutes of meetings of the Supervisory Board, reports of the Auditor, orders and orders of the Chairman of the Board.

(7) Voluntarily resign as a member of the Supervisory Board by notifying the Company at least 14 (fourteen) days in advance.

(8) To receive remuneration and compensation related to the performance of the powers of a member of the Supervisory Board, in accordance with the decisions of the General Meeting and the contract concluded with the member of the Supervisory Board.

Members of the Supervisory Board have other rights established by the current legislation of Ukraine and the Statute.

The chairman of the supervisory board has the right to exercise the following powers:

(1) Organizes and manages the work of the Supervisory Board.

(2) Convenes meetings of the Supervisory Board and presides over them.

(3) Approves the agenda of the meetings of the Supervisory Board.

(4) Constantly maintains contacts with other bodies of the Company and their officials, acts on behalf of the Supervisory Board and represents its rights and interests in relations with them, as well as – based on the decision of the Supervisory Board – represents the interests of the Supervisory Board in relations with third-party legal and natural persons.

(5) Prepares a report and reports to the General Assembly on the activities of the Supervisory Board, the general state of the Company’s affairs, and measures taken by the Supervisory Board aimed at achieving the Company’s goals. The report on the activities of the Supervisory Board of the Company may be prepared in accordance with the requirements of the first part of Article 511 of the Law of Ukraine “On Joint-Stock Companies”.

(6) Signs on behalf of the Supervisory Board the orders issued on the basis of the decisions of the Supervisory Board.

(7) Based on the decisions of the General Meeting, signs and terminates contracts between the Company and the Auditor.

(8) On the basis of the relevant decision of the General Assembly, signs an employment contract (contract) on behalf of the Company with the person elected to the position of Chairman of the Board, terminates such contract (contract).

(9) Makes changes to the agreement (contract) with the person elected to the position of Chairman of the Board.

(10) Submits proposals to the Supervisory Board regarding candidates for election as Corporate Secretary.

(11) Exercises other powers necessary for the effective performance by the Supervisory Board of its functions and tasks.

CHAIRMAN OF THE BOARD (clause 18.17 of the Statute):

The chairman of the board has the right to:

(1) To solve the issues of the Company’s current economic activity.

(2) Without a power of attorney, perform any legal and factual actions on behalf of the Company, for which he was authorized by this Charter, within the scope of the latter’s competence and powers, or was authorized by the relevant decision of the Supervisory Board or the General Meeting.

(3) To represent the Company without a power of attorney in its relations with other legal entities and individuals, banking and financial institutions, state authorities and management bodies, state and public institutions and organizations, conduct negotiations, independently conclude and sign any agreements on behalf of the Company, agreements, contracts and other transactions, the implementation of which, in accordance with this Charter and the internal regulations of the Company, requires the decision of the Supervisory Board and/or the General Meeting of the Company – after receiving the decisions of the specified bodies of the Company on the execution of such transactions.

(4) Enter into and terminate transactions (agreements, agreements, contracts) on behalf of the Company, the decision on the conclusion or termination of which was made by the Supervisory Board and/or the General Meeting.

(5) To open current and other accounts in banking and financial institutions of Ukraine or abroad for the storage of funds, carrying out all types of calculations, credit, deposit, cash and other financial operations of the Company in accordance with the procedure provided by the current legislation of Ukraine.

(6) Manage the property and funds of the Company, taking into account the restrictions established by this Statute, the internal regulations of the Company and the decisions of the Supervisory Board and/or General Meetings.

(7) Taking into account the requirements of this Statute, issue, sign and revoke mandates and powers of attorney to employees of the Company, other natural and legal persons to perform legally significant actions on behalf of the Company.

(8) Issue orders, orders and other organizational and administrative documents regarding the Company’s activities.

(9) To hire, fire, and make other decisions regarding the Company’s labor relations with the Company’s employees, taking into account the provisions of this Charter.

(10) To make decisions on incentives within the salary fund of the Company, and the imposition of fines on the Company’s employees.

(11) Independently appoint and dismiss managers of structural divisions and functional structural divisions of the Company.

(12) To determine the terms of remuneration for the managers of structural divisions and functional structural divisions of the Company.

(13) Issue orders and/or instructions, which are mandatory for all persons who are in labor relations with the Company and all authorized representatives of the Company.

(14) To make decisions regarding the organization and management of business in the Company.

(15) Approve instructions and provisions on the structural subdivisions of the Company.

(16) Make decisions and sign on behalf of the Company claims, lawsuits, complaints, statements, petitions, other procedural documents related to or relating to the Company’s use of its rights and obligations as an applicant, plaintiff, defendant, third party in local , appeals, the Supreme Court, international commercial and other courts, executive service bodies, tax, customs and other state bodies and organizations, local self-government bodies.

(17) Make decisions regarding the Company’s fulfillment of its obligations to counterparties and third parties.

(18) To sign a contract or employment contract with members of the Supervisory Board on behalf of the Company based on the relevant decision of the General Meeting, to terminate such a contract.

(19) To exercise other rights and powers provided by this Statute.

AUDITOR:

The auditor has the right (clause 19.8 of the Charter):

(1) To receive the necessary materials, accounting, financial and other documents necessary for the proper performance of the functions entrusted to it from the bodies of the Company, officials of the Company, within 3 days from the date of submission of a written request for the provision of such information and documents.

(2) To introduce proposals to the agenda of the General Meeting, to demand the convening of extraordinary General Meetings, holding meetings of the Supervisory Board for justified reasons.

(3) To demand and receive written explanations from officials and employees of the Company regarding issues that are within the competence of the Auditor during inspections;

(4) To demand personal explanations from the Company’s employees and/or its officials on issues within the Auditor’s competence.

(5) Conduct official investigations in case of detection of violations of the financial and economic activity of the Company.

(6) To receive and review auditors’ (auditing firms’) reports, draw up relevant conclusions.

(7) Make proposals for the elimination of violations and deficiencies in the financial and economic activities of the Company discovered during the inspection.

(8) To initiate questions about the responsibility of the Company’s employees in case of violation by them of provisions, rules and instructions on the financial and economic activities of the Company.

10) auditor’s information on the report on corporate governance

Full name: INTELEKT-SERVICE LIMITED LIABILITY COMPANY Location and actual location: 01135, Kyiv, str. Poltavska, 10, sq. 33, EDRPOU code – 30489017. The audit firm operates on the basis of the Certificate of Entry into the Register of Audit Firms and Auditors No. 2129, issued by the Audit Chamber of Ukraine on February 23, 2001. The audit was carried out in accordance with the agreement No. 116/04/19 dated 04/11/2019. The inspection was started on 04/11/2019. and ended on April 17, 2019. The auditor’s opinion was drawn up on April 17, 2019. Conclusion Nothing attracted attention that would make us believe that PJSC “International Energy Company” was not disclosed reliably,

Information provided by the Law of Ukraine “On Financial Services and State Regulation of the Financial Services Market” (for financial institutions)

The company is not a financial institution.

VIII. Information on persons owning 5 or more percent of the issuer’s shares

Name of the legal entity

Identification code of the legal entity

Location

Number of shares (pcs.)

From the total number of shares (in percent)

Number by types of shares

Simple personal names

Privileged names

Private joint-stock company “International Investment Group”

33690928

01014, Ukraine, Pechersky district, Kyiv, street Michurina, building 54-A, office 119

399

99.75

399

0

Surname, first name, patronymic of an individual

Number of shares (pcs.)

From the total number of shares (in percent)

Number by types of shares

Simple personal names

Privileged names

That’s all

399

99.75

399

0

XI. Information about the issuer’s securities

1. Information on issues of the issuer’s shares

Issue registration date

Issue registration certificate number

Name of the body that registered the issue

International identification number

Type of security

Form of existence and form of release

Nominal value (UAH)

Number of shares (pcs.)

Total nominal value (UAH)

Share in the authorized capital (in percent)

1

2

3

4

5

6

7

8

9

10

16.12.2008

168/10/1/2008

State Commission on Securities and the Stock Market

UA 4000050488

The share is a simple undocumented registered share

Undocumented personal names

2,406.25

400

962,500

100

Description

Information about domestic markets where the issuer’s securities are traded: the issuer’s securities are not traded. Information on external markets where the issuer’s securities are traded: the issuer’s securities are not traded. Information regarding the fact of listing/delisting of the issuer’s securities on stock exchanges: shares are not listed/delisted. Purpose of the additional issue: no additional issue of shares was conducted. Placement method: not placed.

10. Information on the total number of voting shares and the number of voting shares, the voting rights of which are limited, as well as the number of voting shares, the voting rights of which, as a result of the restriction of such rights, have been transferred to another person

Issue registration date

Issue registration certificate number

International identification number

Number of shares in issue (pcs.)

Total nominal value (UAH)

Total number of voting shares (pcs.)

Number of voting shares with limited voting rights (pcs.)

The number of voting shares, the voting rights of which were transferred to another person as a result of the restriction of such rights (pcs.)

1

2

3

4

5

6

7

8

16.12.2008

168/10/1/2008

UA4000050488

400

962,500

400

0

0

Description:

XIII. Information about the economic and financial activities of the issuer

1. Information on the issuer’s fixed assets (at residual value)

Name of fixed assets

Own fixed assets (thousand UAH)

Leased fixed assets (thousand UAH)

Fixed assets, total (thousand UAH)

at the beginning of the period

at the end of the period

at the beginning of the period

at the end of the period

at the beginning of the period

at the end of the period

1. Production purpose:

0

0

0

0

0

0

  buildings and structures

0

0

0

0

0

0

  Machinery and equipment

0

0

0

0

0

0

  vehicles

0

0

0

0

0

0

  ground section

0

0

0

0

0

0

  others

0

0

0

0

0

0

2. Non-production purpose:

0

0

0

0

0

0

  buildings and structures

0

0

0

0

0

0

  Machinery and equipment

0

0

0

0

0

0

  vehicles

0

0

0

0

0

0

  ground section

0

0

0

0

0

0

  Investment real estate

0

0

0

0

0

0

  others

0

0

0

0

0

0

That’s all

0

0

0

0

0

0

Description

The Company has no fixed assets.

2. Information on the value of the issuer’s net assets

Characteristic

For the reporting period

For the previous period

Estimated value of net assets (thousand hryvnias)

524.3

754.2

Authorized capital (thousand hryvnias)

962.5

962.5

Adjusted authorized capital (thousand hryvnias)

962.5

962.5

Description

The method used for calculating the value of the issuer’s net assets for the previous and reporting periods is in accordance with the “Methodical recommendations for determining the value of net assets of joint-stock companies”, approved by the decision of the State Securities and Stock Market Commission dated 11/17/2004 N485 (taking into account the changes in financial indicators ). The difference between the estimated value of net assets and the authorized capital at the end of the reporting period is -438.2 thousand hryvnias. The difference between the estimated value of net assets and the adjusted authorized capital at the end of the reporting period is -438.2 thousand hryvnias. The difference between the estimated value of net assets and the authorized capital at the end of the previous period is -208.3 thousand hryvnias.

Conclusion

The value of the net assets of the joint-stock company is less than the authorized capital (adjusted). The value of the company’s net assets is not less than the minimum amount of the authorized capital established by law. According to the requirements of Article 155, Clause 3 of the Civil Code of Ukraine, after the end of the second and every subsequent financial year, the company is obliged to announce the reduction of its authorized capital and register the corresponding changes to the charter in the prescribed manner.

3. Information about the issuer’s obligations and security

Types of obligations

Date of occurrence

The outstanding part of the debt (thousand UAH)

Interest for the use of funds (annual percentage)

Maturity date

Bank loans

X

0

X

X

including:

Liability for securities

X

0

X

X

including:

by bonds (for each own issue):

X

0

X

X

for mortgage securities (for each own issue):

X

0

X

X

by FON certificates (for each own issue):

X

0

X

X

by bills (total)

X

0

X

X

for other securities (including derivative securities) (for each type):

X

0

X

X

by financial investments in corporate rights (for each type):

X

0

X

X

Tax obligations

X

0

X

X

Financial aid on a reverse basis

X

0

X

X

Other obligations and security

X

33,462

X

X

Total liabilities and guarantees

X

33,462

X

X

Description

d/n

FINANCIAL REPORT

of a small business entity

CODES

Date (year, month, day)

2019.01.01

Enterprise

Private joint-stock company “International Energy Company”

according to EDRPOU

36285564

Territory

Kyiv, Pechersky district

according to COATUU

8038200000

Organizational and legal form of business

for KOPFG

233

Type of economic activity

Wholesale of other machines and equipment

for KVED

46.69

Average number of employees, persons: 3

Unit of measurement: thousand hryvnias. with one decimal place

Address, telephone: 01014, Pechersky district, Kyiv city, str. Michurina, building 54-A, office 119, (044) 278-60-14

1. Balance

on 31.12.2018 p.

Form No. 1-m

Code for DKUD

1801006

Assets

Line code

At the beginning of the reporting year

At the end of the reporting period

1

2

3

4

I. Non-current assets

Unfinished capital investments

1005

0

0

Fixed assets

1010

0

0

    initial value

1011

0

0

    wear and tear

1012

(0)

(0)

Long-term biological assets

1020

0

0

Long-term financial investments

1030

11766.4

33883.3

Other non-current assets

1090

0

0

All according to section I

1095

11766.4

33883.3

II. Current assets

Stocks:

1100

0

0.7

    including finished products

1103

0

0.7

Current biological assets

1110

0

0

Accounts receivable for goods, works, services

1125

0

0

Accounts receivable for settlements with the budget

1135

4

26.5

    including income tax

1136

0

0

Other current receivables

1155

254.6

73.9

Current financial investments

1160

0

0

Money and its equivalents

1165

0

1.9

Expenses of future periods

1170

0

0

Other current assets

1190

0

0

All according to section II

1195

258.6

103

III. Non-current assets held for sale and disposal groups

1200

0

0

Balance

1300

12025

33986.3

passive

Line code

At the beginning of the reporting year

At the end of the reporting period

1

2

3

4

I. Equity

Registered (share) capital

1400

962.5

962.5

Additional capital

1410

0

0

Reserve capital

1415

0

0

Retained earnings (uncovered loss)

1420

-208.3

-438.2

Unpaid capital

1425

(0)

(0)

All according to section I

1495

754.2

524.3

II. Long-term obligations, targeted financing and provision

1595

0

0

III. Current liabilities

Short-term bank credits

1600

0

0

Current accounts payable for: long-term liabilities

1610

0

0

    goods, works, services

1615

10803.6

28337.7

    calculations with the budget

1620

2.6

0.7

    including income tax

1621

0

0

    insurance calculations

1625

2.9

10.4

    payroll calculations

1630

10.5

38

future revenues

1665

0

0

Other current commitments

1690

451.2

5075.2

All according to section III

1695

11270.8

33462

IV. Liabilities related to non-current assets held for sale and disposal groups

1700

0

0

Balance

1900

12025

33986.3

2. Report on financial results

for 2018

Form No. 2-m

Code for DKUD

1801007

Article

Line code

For the reporting period

For the same period of the previous year

1

2

3

4

Net income from the sale of products (goods, works, services)

2000

0

0

Other operating income

2120

0

0

Other income

2240

363.7

0

Total income (2000 + 2120 + 2240)

2280

363.7

0

Cost of goods sold (goods, works, services)

2050

(0)

(0)

Other operating expenses

2180

(593.6)

(0)

Other expenses

2270

(0)

(0)

Total expenses (2050 + 2180 + 2270)

2285

(593.6)

(0)

Financial result before taxation (2280 – 2285)

2290

-229.9

0

Income tax

2300

(0)

(0)

Net profit (loss) (2290 – 2300)

2350

-229.9

0

Oleksandr Fedorovych Dubovoy is the head

Chief Accountant

XVI. Annual Information Statement

The annual financial report is prepared in accordance with accounting standards required by the Law of Ukraine “On Accounting and Financial Reporting in Ukraine”, contains a reliable and objective presentation of information on the state of assets, liabilities, financial condition, profits and losses of the issuer. The management report includes a reliable and objective presentation of information about the development and implementation of economic activity and the issuer’s condition.

XIX. Information on special information and information on mortgage securities arising during the period

The date of occurrence of the event

The date of publication of the Notice (Notice of Information) in the publicly available information database of the NCCPFR or through a person engaged in the activity of publicizing regulated information on behalf of stock market participants

Type of information

1

2

3

04/16/2018

04/17/2018

Information on the change in the composition of the issuer’s officials

04/16/2018

04/17/2018

Information on the adoption of a decision on the preliminary granting of consent to commit significant acts25