Last checked at 15 Aug 2016 17:57
CIRCULAR TO THE SHAREHOLDERS OF
IG SEISMIC SERVICES PLC
ANNUAL GENERAL MEETING OF
IG SEISMIC SERVICES PLC
(THE "COMPANY")
15 August, 2016
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 5th September, 2016 at 11.00 a.m. (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 2015, 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 in 2016 and the approval of the Auditor's remuneration;
(III) The approval of the appointment of CEO, Executive Director of the Company: Yury Borisovich Gilts.
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 2015, including Directors' Report and Auditor's Report;
(II) Resolution 2: To approve the appointment of PricewaterhouseCoopers as auditor for the external audit of the consolidated financial statements of IGSS Group under the IFRS in 2016 ("2016FY audit") and preparation and review of unaudited interim consolidated financial statements of IGSS for 6 months ended 30 June 2016 ("6m2016 review") and the auditors remuneration:
-for 6m2016 review - 5.4 mln RUR;
-for 2016FY audit -15 mln RUR.
(III) Resolution 3: To approve appointment of CEO, Executive Director of the Company: Yury Borisovich Gilts.
TIME AND PLACE OF AGM
The AGM will be held at the company's office at Arch. Makariou, III, 2-4 Capital Business center, 9th floor, 1065 Nicosia, Cyprus on 5th September 2016, at 11.00 a.m.
RECOMMENDATION OF THE DIRECTORS
The Board of Directors, whose meeting was held on 27th April 2016, approved the Consolidated Financial Statements of the Company prepared in accordance with the IFRS as of and for the year ended 31 December 2015 (including Director's Report and Auditor's Report) and recommended it for approval at the AGM.
The Board has also preliminary approved the appointment of PricewaterhouseCoopers as auditor for the external audit of the consolidated financial statements of IGSS Group under the IFRS in 2016 and for the preparation and review of the unaudited interim consolidated financial statements of IGSS for 6 months ended 30 June 2016 and the Auditor's remuneration at the Board meeting dated 8 July 2016 and recommended it for approval at the AGM.
The Board of Directors proposed to the AGM approval of appointment Yury Borisovich Gilts as CEO, Executive Director of the Company. Mr. Gilts has provided his consent for the appointment as of 8 July 2016.
QUORUM AND NECESSARY VOTES REQUIRED TO APPROVE PROPOSED RESOLUTIONS
A shareholder entitled to attend the meeting and vote has a right to appoint a proxy to attend and 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 is minimum 3 (three) 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)
+ 7 495 580 7882
query@igseis.com
Yours sincerely,
_____________________________
Yury Gilts
CEO, Executive Director IGSS
APPENDIX I
IG SEISMIC SERVICES PLC
(the "Company")
NOTICE OF AGM
To: All the shareholders of IG SEISMIC SERVICES PLC as of 15 August, 2016.
NOTICE IS HEREBY GIVEN of an annual general meeting to be held at 11:00am on 5th September, 2016 (the "AGM") at the company's office at Arch. Makariou, III, 2-4 Capital Business center, 9th floor, 1065 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 2015, 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 in 2016 and the approval of the Auditor's remuneration;
(III) The approval of the appointment of CEO, Executive Director of the Company: Yury Borisovich Gilts.
1. A shareholder entitled to attend the meeting and vote has a right to appoint a proxy to attend and to vote in his/her place, and such proxy need not be a shareholder 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 before the time of the meeting.
________________________
Yury Gilts
CEO, Executive Director IGSS
Moscow, 15 August 2016
Notes:
1. A member entitled to attend and vote has a right to appoint a proxy (or proxies) to attend and vote on behalf of such shareholder.
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 Proxy (and any authority under which it is signed, certified by notary public or by officer) must be executed and forwarded to Antis Triantafyllides& Sons LLC, Capital Center, 9th Floor, 2-4 Makarios Avenue, 1065 Nicosia, Cyprus for attention of Alexey Podlesny (Alexey@triantafyllides.com) with a copy to be provided to Anna Zaytseva (azayceva@igseis.com) and Anna Bryukhova (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 5th September, 2016 (the "AGM") and at any adjourned meeting.
We ……………………………… (name of shareholder)
Of: ……………………………… (address) 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 Arch. Makariou, III, 2-4 Capital Business center, 9th floor, 1065 Nicosia, Cyprus on 5th September 2016, at 11.00 a.m.
Signed this ____________day of _______________ , 2016
………………………………………../signature/
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 2015, including Directors' Report and Auditor's Report.
FOR AGAINST ABSTAIN
□ □ □
Resolution 2:
To approve the appointment of PricewaterhouseCoopers as auditor for the external audit of the consolidated financial statements of IGSS Group (IGSS) under the IFRS in 2016 ("2016FY audit") and preparation and review of unaudited interim consolidated financial statements of IGSS for 6 months ended 30 June 2016 ("6m2016 review") and its remuneration:
-for 6m2016 review - 5.4 mln RUR;
-for 2016FY audit -15 mln RUR.
FOR AGAINST ABSTAIN
□ □ □
Resolution 3:
To approve appointment of CEO, Executive Director of the Company: Yury Borisovich Gilts.
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 TIME APPOINTED FOR HOLDING THE AGM.
Print Name(s) of Shareholder……………………… Signature of Shareholder(s)………………….
Dated: this………… day of………….. 2016
FOR OFFICIAL USE ONLY
Number of Votes to which Shareholder is entitled:______