Last checked at 21 May 2013 08:00
CIRCULAR TO THE SHAREHOLDERS OF
IG SEISMIC SERVICES PLC
ANNUAL GENERAL MEETING OF
IG SEISMIC SERVICES PLC
(THE "COMPANY")
20 May, 2013
Dear Shareholder
You will find enclosed:
1. As Appendix I of this Circular a copy of a notice convening an annual general meeting of the shareholders of the Company which is to be held on 14 June, 2013 (the "AGM").
2. As Appendix II of this Circular a proxy form for the AGM.
PURPOSE OF THE AGM
The purpose of the AGM is to seek shareholder approval for
(I) the Approval of the Consolidated Financial Statements of the Company (including accounts and balance sheet) prepared in accordance with the IFRS as of and for the year ended 31 December 2012, including Directors' Report and Auditor's Report, published on the Company's website (www.igseis.com);
(II) the Appointment of the Auditor for the external audit of the consolidated financial statements of IGSS Group under the IFRS as of and for the period ended 31 December 2013 and the Approval of the Auditor's remuneration;
(III) the Retirement and the Re-Election of the Independent Directors of the Company in accordance with the requirements of the Company's Articles of Association:
- Boris Aleshin - Independent non-executive director
- Peter O'Brien - Independent non-executive director
-Sergey Generalov - Independent non-executive director
The purpose of the AGM is therefore to pass the following resolutions:
(I) To approve the Consolidated Financial Statements of the Company (including accounts and balance sheet) prepared in accordance with the IFRS as of and for the year ended 31 December 2012, including Directors' Report and Auditor's Report;
(II) To approve the appointment of Ernst&Young LLC for the external audit of the consolidated financial statements of IGSS Group (IGSS) under the IFRS as of and for the period ended 31 December 2013 ("2013FY audit") and preparation and review of unaudited interim condensed consolidated financial statements of IGSS for 6 months ended 30 June 2013 ("6m2013 review") and its remuneration:
-for 6m2013 review - up to RUR6MM;
-for 2013FY audit - up to RUR18MM.
(III) To retire and Re-Elect the Independent Directors of the Company:
- Boris Aleshin - Independent non-executive director
- Peter O'Brien - Independent non-executive director
-Sergey Generalov - Independent non-executive director
TIME AND PLACE OF AGM
The AGM will be held at the company's registered office at 2-4 Arch. Makarios III Ave., Capital Center, 9th floor, Nicosia, Cyprus on 14th June 2013, at 11 a.m.
RECOMMENDATION OF THE DIRECTORS
The Board of Directors, whose meeting have been held in Cyprus on 19th April 2013, approved the Consolidated Financial Statements of the Company prepared in accordance with the IFRS as of and for the year ended 31 December 2012 (including Director's Report and Auditor's Report) and recommended it for approval at the AGM.
The Board has also pre-approved the appointment of Ernst&Young LLC for the external audit of the consolidated financial statements of IGSS Group (IGSS) under the IFRS as of and for the period ended 31 December 2013 and for the preparation and review of the unaudited interim condensed consolidated financial statements of IGSS for 6 months ended 30 June 2013 and the Auditor's remuneration and recommended it for approval at the AGM.
The Board of Directors of the Company recommended to the AGM the list of Independent Directors for the retirement and re-election at the AGM in accordance with the requirements and procedures set out in the internal documents of the Company and on the basis of the assessment of the independent directors's eligibility to be classified as "independent". The candidates were recommended for the re-election on the basis of the recommendations of the Nominations and Remuneration Committee. All independent non-executive directors recommended for the re-election by the Board of Directors have provided as of the date hereof their consents for the re-election as members of the Board of Directors of the Company.
QUORUM AND NECESSARY VOTES REQUIRED TO APPROVE PROPOSED RESOLUTIONS
A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend to vote in his/her place. The proxy form (the "Form of Proxy") for the AGM is enclosed as Appendix II of this Circular.
The quorum for the AGM consists of 3 (three) or more shareholders present in person or by proxy.
If you have any questions regarding the matters dealt with in this Circular, please contact:
Anna Zaytseva
azayceva@igseis.com
Yours sincerely
_____________________________
Nikolay Levitskiy
Executive Director
APPENDIX I
IG SEISMIC SERVICES PLC
(the "Company")
NOTICE OF AGM
To: All the shareholders of IG SEISMIC SERVICES PLC as at May 20, 2013
NOTICE IS HEREBY GIVEN of an annual general meeting to be held at 11:00am on 14 June, 2013 (the "AGM") at the company's registered office at 2-4 Arch. Makarios III Ave., Capital Center, 9th floor, Nicosia, Cyprus for the following purposes:
(I) the Approval of Consolidated Financial Statements of the Company (including accounts and balance sheet) prepared in accordance with IFRS as of and for the year ended 31 December 2012, including Directors' Report and Auditor's Report;
(II) the Appointment of the Auditor for the external audit of the consolidated financial statements of IGSS Group under the IFRS as of and for the period ended 31 December 2013 and the approval of the Auditor's remuneration;
(III) the Retirement and Re-Election of the Independent Directors of the Company:
- Boris Aleshin - Independent non-executive director
- Peter O'Brien - Independent non-executive director
-Sergey Generalov - Independent non-executive director
1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy and vote instead of him, and such proxy need not be a member of the company.
2. A form of such proxy is attached hereto. The instrument appointing a proxy or any other documents shall be deposited at the registered office of the company, at least 48 hours before the time of the meeting.
________________________________________
Nikolay Levitskiy
Executive Director
Nicosia, 20 May 2013
Notes:
1. A member entitled to attend and vote is entitled to appoint a proxy (or proxies) to attend and vote instead of him.
2. A Form of Proxy is enclosed. The appointment of a proxy will not prevent a shareholder from attending and voting at the meeting in person.
3. To be valid and effective the Form of Proxy (and any authority under which it is signed, or notarially certified or office copy of such power of attorney) must be executed and forwarded to Antis Triantafyllides& Sons LLC, Capital Center, 9th Floor, 2-4 Makarios Avenue, 1065 Nicosia, Cyprus for Alexey Podlesny (Alexey@triantafyllides.com) with a copy to be provided to Anna Zaytseva (azayceva@igseis.com ).
APPENDIX II
IG SEISMIC SERVICES PLC
(the "Company")
FORM OF PROXY
For use at the Annual General Meeting of the Company to be held at 11.00am on 14 June, 2013 (the "AGM") and at any adjourned such meeting.
We ……………………………… ,
Of: ……………………………… being a Member/Members of the above-named Company, hereby appoint Mr. Stelios Triantafyllides and /or George Triantafyllides, of Antis Triantafyllides& Sons LLC as our proxy to vote for us or on our behalf at the Annual General Meeting of the Company, to be held at the registered office of the Company 2-4 Arch. Makarios III Ave., Capital Center, 9th floor, Nicosia, Cyprus on 14th June 2013, at 11 a.m.
Signed this ____________day of _______________ , 2013
………………………………………..
Resolution 1:
To approve the Consolidated Financial Statements of the Company (including accounts and balance sheet) prepared in accordance with the IFRS as of and for the year ended 31 December 2012, including Directors' Report and Auditor's Report.
FOR AGAINST ABSTAIN
□ □ □
Resolution 2:
To approve the appointment of Ernst&Young LLC for the external audit of consolidated financial statements of IGSS Group (IGSS) under IFRS as of and for the period ended 31 December 2013, and the preparation and review of unaudited interim condensed consolidated financial statements IGSS for 6 months ended 30 June 2013 and its remuneration:
-for 6m2013 review - up to RUR6MM
-for 2013FY audit - up to RUR18MM
FOR AGAINST ABSTAIN
□ □ □
Resolution 3:
To retire and Re-Elect the Independent Directors of the Company:
-Boris Aleshin - Independent non-executive director
-Peter O'Brien - Independent non-executive director
-Sergey Generalov - Independent non-executive director.
FOR AGAINST ABSTAIN
□ □ □
Unless otherwise instructed, the proxy will vote as he thinks fit.
PLEASE SIGN AND DATE AND RETURN THIS FORM OF PROXY TO BE RECEIVED BY ANTIS TRIANTAFYLLIDES & SONS LLC (CYPRUS) BEFORE THE TIMES APPOINTED FOR HOLDING THE AGM.
Print Name(s) of Shareholder Signature of Shareholder(s)
Dated: this day of 2013
FOR OFFICIAL USE ONLY
Number of Votes to which Shareholder is entitled:______