PRIVATE JOINT STOCK COMPANY “INTERNATIONAL ENERGY COMPANY”

PRIVATE JOINT STOCK COMPANY “INTERNATIONAL ENERGY COMPANY”

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

Notifies that the Supervisory Board of PJSC “INTERNATIONAL ENERGY COMPANY”, guided by the Law of Ukraine “On Joint-Stock Companies”, the Statute of PJSC “INTERNATIONAL ENERGY COMPANY” and the Temporary procedure for convening and remotely holding general meetings of shareholders and general meetings of corporate investment fund participants, approved by the decision of the National Commission on of securities and the stock market No. 196 (with amendments) dated 04/16/2020 (hereinafter referred to as the Temporary Order), decided to convene the annual general meeting of shareholders of International Energy Company PJSC.

General meetings will be held remotely.

December 27, 2022 – the date of the General Meeting (voting end date).

December 21, 2022 (as of 24 hours) is the date of drawing up the list of shareholders who have the right to participate in the General Meeting.

On December 16, 2022 (no later than 11:00 a.m.), a ballot will be placed in free access for shareholders for voting with

agenda items (except for cumulative voting) on ​​the Society’s own website on the page at the following link: http://mek.in.ua.

On December 22, 2022 (no later than 11 a.m.), the ballot for the cumulative

voting on the Society’s own website at the following link: http://mek.in.ua.

The list of issues to be put to the vote together with the draft decisions (except cumulative voting) for each of the issues included in the draft agenda:

  1. Making a decision based on the results of consideration of the report of the Chairman of the Board of the Company for 2021.

Draft decision: To approve the report of the Chairman of the Board of the Company for 2021 and evaluate the work of the Chairman of the Board of the Company based on the results of 2021 as “satisfactory”.

  1. Making a decision based on the results of the review of the report of the Supervisory Board of the Company for 2021.

Draft decision: Approve the report of the Supervisory Board of the Company for 2021 and evaluate the work of the Supervisory Board of the Company based on the results of 2021 as “satisfactory”.

  1. Making a decision on the consequences of reviewing the Auditor’s report for 2021.

Draft decision: Approve the Auditor’s report for 2021 and evaluate the work of the Company’s Auditor based on the results of 2021 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 2021.

Draft decision: To approve the annual report of the Company for 2021, the results of the Company’s activities for 2021, the balance sheet, the report on financial results and other forms of annual reporting for 2021 .

  1. Distribution of profit for 2021, approval of the amount of dividends for 2021, decision-making on the term and procedure for paying dividends for 2021.

Draft decision: Do not calculate and pay dividends for 2021. The profit received in 2021 will be directed to the development of the company’s economic activity.

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

Project solution:Prior consent to the Company’s execution of significant transactions in the course of its current economic activity within 1 (one) year from the date of this annual General Meeting of the Company, including, but not limited to: loan, supply, purchase and sale agreements, any other economic contracts under which the Company acts or will act as any of the parties, the maximum total value of assets according to the latest annual financial statements of the Company. At the same time, the execution of such transaction(s) is valid regardless of the future increase in the market value of the Company’s property, the increase/decrease in the value of the Company’s assets according to the latest annual financial statements, as well as possible fluctuations in the exchange rate of the hryvnia against foreign currencies. The marginal total cost of transactions is UAH 36,178.60 thousand. (100% of the value of the Company’s assets according to the annual financial statements for 2021). 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.

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

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

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

Draft decision: The members of the Supervisory Board of the Company are elected by cumulative voting.

  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, labor contracts (contracts) that can be concluded with members of the Supervisory Board, determine the amount of their remuneration according to the terms of the contracts, authorize the Chairman of the Management Board by position to sign contracts (contracts) with members of the Supervisory Board.

  1. Termination of powers of the Auditor.

Draft decision: Terminate the powers of the Auditor .

  1. Election of the Auditor. Draft decision: The Company’s Auditor is elected by cumulative voting.

 

The address of its own website, which contains information on the draft decisions (except for cumulative voting) on ​​each of the issues included in the draft agenda, as well as information that is necessary according to the requirements of current legislation: http://mek.in.ua.

 

As of the date of drawing up the list of the Company’s shareholders, to whom the notice of the General Meeting to be held on December 27, 2022, is sent, the total number of ordinary registered shares in issue is 400. including voting shares – 400 pcs.

The procedure for acquainting shareholders with the materials that they can familiarize themselves with during the preparation for the general meeting:In accordance with Article 36 of the Law of Ukraine “On Joint-Stock Companies”, shareholders who wish to get acquainted with the documents necessary for making decisions on the agenda, before the date of the general meeting, can apply from Monday to Friday, from 10:00 a.m. until 5:00 p.m. at the address: 01014, Kyiv, vulytsia Michurina, building 54, room 1, office 119. Official of the Company, responsible for the procedure for familiarizing the shareholders with the documents Chairman of the Management Board of the Company by position. 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 given on the basis of a written request of the shareholder within 3 (three) working days from the date of receipt of the written request, provided that the request is submitted no later than 3 (three) working days before the date of the general meeting. The company can provide one general answer to all questions of the same content. The answer is given on the basis of a written request of the shareholder within 3 (three) working days from the date of receipt of the written request, provided that the request is submitted no later than 3 (three) working days before the date of the general meeting. The company can provide one general answer to all questions of the same content. The answer is given on the basis of a written request of the shareholder within 3 (three) working days from the date of receipt of the written request, provided that the request is submitted no later than 3 (three) working days before the date of the general meeting. The company can provide one general answer to all questions of the same content.

The rights granted to shareholders in accordance with the requirements of Articles 36 and 38 of the Law “On Joint-Stock Companies”, which they can use after receiving a notice of holding a general meeting, as well as the period during which such rights can be used:From the date of sending the notification of the general meeting to the date of the general meeting, the joint-stock company must provide shareholders with the opportunity to familiarize themselves with the documents necessary for making decisions on the agenda, at the location of the company on working days, working hours and in an accessible place, and on the day of the meeting of general meetings – also in the place of their holding. The notice of the general meeting shall specify the specific place for inspection (room, office number, etc.) and the official of the company responsible for the procedure for acquainting the shareholders with the documents. In the event that the agenda of the general meeting provides for voting on issues specified in Article 68of this Law, the joint-stock company must provide shareholders with the opportunity to familiarize themselves with the draft agreement on the purchase of shares by the company in accordance with the procedure provided for in Article 69of 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.

dates of general meetings. Proposals to include new issues in the draft agenda must contain relevant draft decisions on these issues. Proposals regarding candidates for members of the supervisory board of a joint-stock company must contain information about whether the proposed candidate is a representative of the shareholder(s), or whether the candidate is proposed for the position of a member of the supervisory board – an independent director. A proposal for the draft agenda of the general meeting of the joint-stock company shall be submitted in writing, indicating the name (name) of the shareholder making it, the number, type and/or class of shares 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.

The procedure for participation and voting at the general meeting by proxy:the shareholder has the right to issue a power of attorney for the right to participate and vote at the general meeting to one or more of his representatives. The power of attorney for the right to participate and vote at the general meeting, issued by a natural person, is certified by a notary public or other officials who perform notarial acts, and may also be certified by a depository institution in accordance with the procedure established by the National Securities and Stock Market Commission. Power of attorney for the right to participate and vote at general meetings on behalf of a legal entity is issued by its body or another person authorized to do so by its constituent documents. The power of attorney for the right to participate and vote at the general meeting of the joint-stock company may contain voting tasks, that is, a list of issues on the agenda of the general meeting with an indication that how and for which (against) decision to vote. During voting at the general meeting, the representative must vote exactly as provided for in the voting instructions. If the power of attorney does not include voting tasks, the representative decides all voting issues at the general meeting of shareholders at his discretion. The shareholder has the right to recall or replace his representative at the general meeting of the joint-stock company at any time. The granting of a power of attorney for the right to participate and vote at the general meeting does not exclude the right of the shareholder who issued the power of attorney to participate in this general meeting instead of his representative. the representative resolves all voting issues at the general meeting of shareholders at his discretion. The shareholder has the right to recall or replace his representative at the general meeting of the joint-stock company at any time. The granting of a power of attorney for the right to participate and vote at the general meeting does not exclude the right of the shareholder who issued the power of attorney to participate in this general meeting instead of his representative. the representative resolves all voting issues at the general meeting of shareholders at his discretion. The shareholder has the right to recall or replace his representative at the general meeting of the joint-stock company at any time. The granting of a power of attorney for the right to participate and vote at the general meeting does not exclude the right of the shareholder who issued the power of attorney to participate in this general meeting instead of his representative.

Main indicators of financial and economic activity (thousand hryvnias)

Characteristic Period
2021 2020
1 2 3
Total assets 36178.60 36055
Fixed assets
Long-term financial investments 32608.1 32477.1
Reserves 1.1 1.1
Total accounts receivable 3465.8 3576
Cash and cash equivalents 103.6 0.8
Undivided profit
Equity 943.1 812.3
Share capital 962.5 962.5
Long-term liabilities
Current liabilities 35235.5 35242.7
Net profit (loss) 130.8 254.3
Average annual number of shares (pcs.) 400 400
Number of own shares repurchased during the period (pcs.)
The total amount of funds spent on repurchasing own shares during the period
Number of employees at the end of the period (persons) 1 2

 

 

Head of the Board                                                                                                                                   Dubovai M.O.