Last checked at 14 May 2015 14:14
CIRCULAR TO THE SHAREHOLDERS OF
IG SEISMIC SERVICES PLC
ANNUAL GENERAL MEETING OF
IG SEISMIC SERVICES PLC
(THE "COMPANY")
14 May, 2015
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 05 June, 2015 (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 IFRS as of and for the year ended 31 December 2014, 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 2015 and the approval of the Auditor's remuneration;
(III) The approval of the re-election of the retiring Directors of the Company:
- Nikolay Levitskiy;
- Maurice Dijols.
The purpose of the AGM is therefore to pass the following resolutions:
(I) 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 2014, including Directors' Report and Auditor's Report;
(II) Resolution 2: 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 2015 ("2015FY audit") and preparation and review of unaudited interim condensed consolidated financial statements of IGSS for 6 months ended 30 June 2015 ("6m2015 review") and its remuneration:
-for 6m2015 review - 5.5 mln RUR;
-for 2015FY audit -18 mln RUR.
(III) Resolution 3: To approve the re-election of the retiring Directors of the Company:
- Nikolay Levitskiy;
- Maurice Dijols.
TIME AND PLACE OF AGM
The AGM will be held at the company's office at NBC (Nicosia) BUSINESS CENTER, 33 Neas Engomis, 2409 Nicosia, Cyprus on 05th June 2015, at 11 a.m.
RECOMMENDATION OF THE DIRECTORS
The Board of Directors, whose meeting have been held in Cyprus on 28th April 2015, approved the Consolidated Financial Statements of the Company prepared in accordance with the IFRS as of and for the year ended 31 December 2014 (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 2015 and for the preparation and review of the unaudited interim condensed consolidated financial statements of IGSS for 6 months ended 30 June 2015 and the Auditor's remuneration and recommended it for approval at the AGM.
The Board of Directors proposed to the AGM the list of 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. The candidates were recommended for the re-election on the basis of the recommendations of the Nominations and Remuneration Committee. All 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:
IGSS Board of Directors Secretary (Nicosia, Cyprus)
Anna Zaytseva
+ 357 96 23 6111
azayceva@igseis.com
IGSS Investor Relations (Moscow, Russia)
Alla Muzhzhevleva
+ 7 495 580 7882
query@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 14, 2015
NOTICE IS HEREBY GIVEN of an annual general meeting to be held at 11:00am on 05 June, 2015 (the "AGM") at the company's office at NBC (Nicosia) BUSINESS CENTER, 33 Neas Engomis, 2409 Nicosia, Cyprus for the following purposes:
(I) The approval of the 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 2014, including Directors' Report and Auditor's Report published on the Company's website;
(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 2015 and the approval of the Auditor's remuneration;
(III) The approval of the re-election of the retiring Directors of the Company:
- Nikolay Levitskiy;
- Maurice Dijols.
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 2-4 Arch. Makarios III Ave., Capital Center, 9th floor, Nicosia, Cyprus at least 24 hours before the time of the meeting.
________________________
Nikolay Levitskiy
Executive Director
Nicosia, 14 May 2015
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 notarial 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) and Alla Muzhzhevleva (query@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 05 June, 2015 (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 office of the Company at NBC (Nicosia) BUSINESS CENTER, 33 Neas Engomis, 2409 Nicosia, Cyprus on 05th June 2015, at 11 a.m.
Signed this ____________day of _______________ , 2015
………………………………………..
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 2014, 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 the consolidated financial statements of IGSS Group (IGSS) under the IFRS as of and for the period ended 31 December 2015 ("2015FY audit") and preparation and review of unaudited interim condensed consolidated financial statements of IGSS for 6 months ended 30 June 2015 ("6m2015 review") and its remuneration:
-for 6m2015 review - 5.5 mln RUR;
-for 2015FY audit -18 mln RUR.
FOR AGAINST ABSTAIN
□ □ □
Resolution 3:
(a) To approve the re-election of the retiring Director of the Company Nikolay Levitskiy.
FOR AGAINST ABSTAIN
□ □ □
(b) To approve the re-election of the retiring Director of the Company Maurice Dijols.
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 2015
FOR OFFICIAL USE ONLY
Number of Votes to which Shareholder is entitled:______