Notice of the annual general meeting in Misen Energy AB (publ)
The shareholders of Misen Energy AB (publ), reg. no. 556526-3968, (the “Company”) are hereby invited to the annual general meeting to be held on Thursday, 26 April 2018 at 2.00 p.m. CET at the offices of Baker& McKenzie Advokatbyrå, Vasagatan 7, 8th floor, SE-101 23 Stockholm, Sweden.
Shareholders who wish to attend the annual general meeting must:
i) on the record day, which is Friday, 20 April 2018, be registered in the share register maintained by Euroclear Sweden AB (“Euroclear”). Shareholders whose shares are registered in the name of a bank trust department or a fund must temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Such temporary registration must be completed no later than 20 April 2018, which means that the shareholders must inform their nominees well in advance before this date; and
ii) notify the Company of their intention to attend the general meeting no later than Friday, 20 April 2018. Notice of participation shall be sent by e-mail to email@example.com or by regular mail to Misen Energy AB (publ), AGM, Kungsportsavenyen 32, SE-411 36 Gothenburg, Sweden. Upon notification, the shareholders should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy should no later than 20 April 2018 furnish the Company with a written and dated proxy. A form proxy will be available for download on the Company’s website www.misenenergy.se.
The proposed agenda
- Opening of the general meeting and election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to certify the minutes
- Determination of whether the general meeting has been duly convened
- Presentation of the operations of the Misen Group
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the group
- Resolutions regarding:
a) adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet;
b) allocation of the Company’s profit or loss according to the adopted balance sheet; and
c) discharge from liability for the board members and the managing director
- Determination of the number of board members and the number of auditors and deputy auditors
- Determination of remuneration to members of the board and board committees and to auditors
- Election of members of the board and chairman of the board and audit firm
- Election of members of the Nomination Committee
- Adoption of principles for the Nomination Committee
- Resolution regarding authorisation for the board to issue shares, convertible debentures and/or warrants in an amount not exceeding ten (10) per cent of total number of shares and votes in the Company
- Closing of the general meeting
Proposal for resolutions
Item 1. Opening of the general meeting and election of chairman of the general meeting
The Nomination Committee proposes Carl Svernlöv, attorney-at-law at Baker McKenzie, as chairman of the annual general meeting.
Item 8(b). Resolution regarding allocation of the Company’s profit or loss according to the adopted balance sheet
The board of directors proposes that all funds available to the Company shall be carried forward.
Item 9. Determination of the number of board members and the number of auditors and deputy auditors
The Nomination Committee proposes that the board of directors shall consist of four ordinary board members and no deputies.
The Nomination Committee further proposes that the Company shall have one auditor (audit firm) and no deputy auditors.
Item 10. Determination of remuneration to members of the board and board committees and to auditors
The Nomination Committee proposes that the aggregate remuneration to the members of the board for their work until the next annual general meeting shall be EUR 76,000, allocated as follows: EUR 37,000 to the chairman of the board, EUR 16,000 to each of Dimitrios Dimitriadis and Oleg Batyuk and EUR 7,000 to Pavel Prysiazhniuk.
The Nomination Committee further proposes that no additional remuneration shall be paid to the members of the board committees.
The Nomination Committee proposes that remuneration to the auditors shall be paid in accordance with approved invoice.
Item 11. Election of members of the board and chairman of the board and audit firm
The Nomination Committee proposes re-election of all current board members: Andrius Smaliukas, Dimitrios Dimitriadis, Oleg Batyuk and Pavel Prysiazhniuk.
The Nomination Committee further proposes re-election of Andrius Smaliukas as chairman of the board.
The Nomination Committee proposes re-election of PricewaterhouseCoopers AB as Company auditor. PricewaterhouseCoopers AB has announced its appointment of Johan Palmgren as main responsible auditor.
Item 12. Election of members of the Nomination Committee
The Nomination Committee proposes:
- re-election of Sergiy Probylov, proposed by Blankbank Investments Limited, Dimitrios Dimitriadis, proposed by Nellston Holdings Limited, Aurimas Augustinavicius, proposed by TCT Holding AB, and Andrius Smaliukas, in his capacity as chairman of the board of directors, as members of the Nomination Committee; and
- re-election of Sergiy Probylov as chairman of the Nomination Committee.
Item 13. Adoption of principles for the Nomination Committee
The Nomination Committee proposes that the principles for the Nomination Committee adopted at the annual general meeting 2017 shall be re-adopted in full.
Item 14. Resolution regarding authorisation for the board to issue shares, convertible debentures and/or warrants in the total amount not exceeding ten (10) per cent of total number of shares and votes in the Company
The board of directors proposes that the annual general meeting resolves to authorise the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, convertible debentures and/or warrants, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) per cent of the total number of shares and votes in the Company, to be paid in cash, in kind and/or by way of set-off. The share issue price shall be as close as possible in relation to the current market value with deduction of the discount necessary to attract interest for subscription of shares.
The annual general meeting is further proposed to authorise the board of directors or the managing director to make such minor necessary adjustments in the resolution above as may be necessary in order to file and register the resolution with the Swedish Companies Registration Office.
The resolution requires support by shareholders holding no less than two-thirds of both the votes cast and the shares represented at the annual general meeting.
Number of shares and votes
The total number of shares and votes in the Company on the date of this notice is 145,068,222. Each share represents one vote. Only one class of shares exists. The Company does not hold any own shares.
The shareholders are reminded of their right to request information at the annual general meeting from the board of directors and the managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
The annual report and the auditor’s report and the board of directors, proxy forms as well as other documents to be presented at the annual general meeting in accordance with the Swedish Companies Act will as of 5 April 2018 be available at the Company’s offices at Kungsportsavenyen 32, SE-411 36, Gothenburg, Sweden, on the Company’s website www.misenenergy.se and at the offices of Baker & McKenzie Advokatbyrå at Vasagatan 7, SE-101 23 Stockholm, Sweden, and will upon request be sent to the shareholders who provide their address. The proposals of the Nomination Committee will be available as of the date of this notice in the same manner as set out above.
Stockholm in March 2018
Misen Energy AB (publ)
The Board of Directors
For further information, please contact:
Göran Wolff, MD
Misen Energy AB (publ) (formerly Svenska Capital Oil AB (publ)) is a Swedish upstream oil and gas company with operations in Ukraine. The company was founded in 2004 and its shares are traded on Nasdaq First North since 12 June 2007.In 2011, Misen Energy AB (publ) acquired Misen Enterprises AB and its Ukrainian subsidiary, LLC Karpatygaz, including the rights to 50.01% of the revenue and profit from a gas production project in Ukraine. Under IFRS rules, this transaction is classified as a reverse takeover. In consideration of the acquisition, a new share issue was carried out. The gas producing assets were acquired by production cooperation via a joint activity project governed by a Joint Activity Agreement between at that time the wholly-owned direct and indirect subsidiaries of Misen Energy AB (publ), i.e. Misen Enterprises AB and LLC Karpatygaz (together 50.01%) and PJSC Ukrgasvydobuvannya (49.99%), a subsidiary of the National Joint Stock Company Naftogaz of Ukraine. PJSC Ukrgasvydobuvannya is the largest producer of natural gas in Ukraine. The purpose of the Joint Activity Agreement is to significantly increase production of gas and oil by providing modern technologies via a large-scale investment program for the purposes of attainment of profits.
In June 2016 and in July 2017 Misen Energy AB (publ) sold respectively 37.5% and 10% of Misen Enterprises AB shares to the Hong Kong based company Powerful United Limited. In March 2018, Misen Energy AB (publ) sold 2% of Misen Enterprises AB shares to Mr. Konstantin Guenevski. Owning (the remaining) 50.5% of Misen Enterprises AB shares, Misen Energy AB (publ) maintains full control of the company and preserves a right to obtain 50.5% of the future dividends from the operations in Ukraine.
The registered office of Misen Energy AB (publ) is in Stockholm and the shares are traded on First North under identification ticker MISE. The Certified Adviser of the company at Nasdaq First North is Erik Penser Bank AB.
For further information, please visit our website www.misenenergy.se.
This information is information that Misen Energy AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 10:10 CET on 26 March 2018.