PRIVATE JOINT STOCK COMPANY “INTERNATIONAL ENERGY COMPANY” (EDRPOU code 36285564, location: 01014, Kyiv, Michurina St., building 54, room 1, office 119)

PRIVATE JOINT STOCK COMPANY “INTERNATIONAL ENERGY COMPANY”

(EDRPOU code 36285564, location: 01014, Kyiv, Michurina St., building 54, room 1, office 119)

 

Notifies that the Annual General Meeting of Shareholders will be held on September 4, 2020, the place of the Annual General Meeting of Shareholders: 01014, Kyiv, str. Michurina, building 54, room 1, 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 who have the right to participate in the meeting is August 31, 2020.

 

List of issues to be voted on together with draft decisions (except for cumulative voting) on ​​each of the issues included in the draft agenda:

  1. Election of the Chairman and Secretary of the General Meeting of Shareholders of the Company.

Draft decision: Elect the Chairman of the General Meeting of Shareholders of the Company – T.v.o. The Chairman of the Board of the Society Oleksandr Markiyanovich Maslyak and the Secretary of the General Meeting of Shareholders of the Society – the Deputy Chairman of the Board of the Society Dubovoy Marko Oleksandrovych.

  1. Determination of the number of the counting commission of the Society, 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 Company, the term of its powers – until re-election at the next General Meeting, and to elect the personal composition: Chairman of the Commission, President of PJSC “MIG” Pavlo Pavlovich Dubovy .

  1. 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.

  1. 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.

  1. Decision-making based on the results of consideration of the report of the Chairman of the Board of Directors of the Company for 2019.

Draft decision: Approve the report of T.v.o. Chairman of the board of the Society for 2019 and evaluate the work of T.v.o. The Chairman of the Board of the Society according to the results of 2019 as “satisfactory”.

  1. Decision-making based on the results of consideration of the report of the Supervisory Board of the Company for 2019.

Draft decision: Approve the report of the Supervisory Board of the Company for 2019 and evaluate the work of the Supervisory Board of the Company based on the results of 2019 as “satisfactory”.

  1. Decision-making based on the results of consideration of the Auditor’s report for 2019.

Draft decision: Approve the report of the Auditor of the Company for 2019 and evaluate the work of the Auditor of the Company based on the results of 2019 as “satisfactory”.

  1. 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 2019.

Draft decision: Approve the annual report of the Company for 2019, the results of the Company’s activities for 2019, balance sheet, report on financial results and other forms of annual reporting for 2019.

  1. Distribution of profit for 2019, approval of the amount of dividends for 2019, decision on the term and procedure for paying dividends for 2019.

Draft decision: Not to calculate and pay dividends for 2019. According to the results of financial and economic activity for 2019, the Company has a loss in the amount of UAH 401.4 thousand.

  1. Preliminary approval of significant transactions that may be committed by the Company during the year.

Draft decision: Preliminarily give consent for the Company to commit 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: contracts loans, deliveries, sales, any other business 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 41,456.9 thousand. (100% of the value of the Company’s assets according to the annual financial statements for 2019). To authorize the Chairman of the Management Board of the Company ex officio, with the right of delegation, to conclude (commit) and sign such significant transactions.

  1. Approval of the Statute of the Company in the new edition.

Draft decision: To approve the Statute of the Company in the new version.

  1. Termination of powers of the Supervisory Board of the Company in its entirety.

Draft decision: To terminate the powers of the Supervisory Board of the Company in its entirety.

  1. Election of members of the Supervisory Board of the Company.

Draft decision: The election of members of the Supervisory Board of the Company takes place through cumulative voting.

  1. 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, employment 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

  1. Termination of the powers of the Auditor.

Draft decision: To terminate the powers of the Auditor of the Company.

    16. Election of the Auditor.

Draft decision: The Company Auditor is elected by cumulative voting.

  1. About the approval of the Regulations of the Company “On the Supervisory Board” in the new version.

Draft decision: Approve the Regulations of the Company “On the Supervisory Board” in the new version.

  1. Determining the person authorized to sign the Company’s Charter in the new edition and making 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 as the person authorized to sign the Charter of the Company in the new edition – Deputy Chairman The Chairman of the Board of the Society Maslyak Oleksandr Markiyanovich and the Secretary of the General Meeting of Shareholders of the Society – the Deputy Chairman of the Board of the Society Dubovoy Marko Oleksandrovych. Determine the person authorized to make appropriate changes to the information about the legal entity contained in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations of the T.v.o. Oleksandr Markiyanovich, chairman of the board of the Maslyak Society, with the right to issue a power of attorney to authorized persons.
The procedure for familiarizing shareholders with the materials 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 familiarize themselves with the documents necessary for decision-making on issues of the agenda, up to the date of the general meeting, you 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, room 1, office 119. The official of the Company, responsible for the procedure for familiarizing shareholders with the documents of T.v.o. Oleksandr Markiyanovych Maslyak, chairman of the board of the Society. Acquaintance of shareholders with the documents necessary for decision-making on issues of the draft agenda (draft list of issues to be voted on) 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 provided on the basis of a shareholder’s written request 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.

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 sending a notice of the general meeting before 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 general meeting – also at their venue. 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 defined by Article 68 of this According to the 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 by 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 on 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 belonging to him, the content of the proposal to the issue and/or the 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.

Procedure of participation and voting at the general meeting by proxy: a 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 an individual, 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, i.e. a list of issues on the agenda of the general meeting indicating how and for which (against) decision to vote. When voting at a general meeting, a representative must vote exactly as provided 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.

Main indicators of financial and economic activity (thousand hryvnias)

Measurement name Period
2019 2018
1 2 3
Total Assets 41456.9 33986.3
Basic facilities
Long-term financial investments 34767 33883.3
Stocks
Total Accounts Receivable 6689.9 103
Cash and Cash Equivalents
Retained earnings -401.4 -438.2
Equity 561.1 524.3
Authorized capital 962.5 962.5
Long-term liabilities
Current Liabilities 40895.8 33462
Net profit (loss)
Average number of shares (units) 400 400
Number of own shares repurchased during the period (pcs)
Total amount of funds spent on buyback of own shares during the period
Number of employees at the end of the period (persons) 5 3

 

T.v.o. Heads of the board of directors O.M. Maslyak