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 Friday 28 June 2024 at 10:00 CET at Baker McKenzie's office at Vasagatan 7 in Stockholm.
Right to attend the general meeting
Shareholders who wish to participate in the general meeting must:
- on the record date, which is Wednesday 19 June 2024, be registered in the share register maintained by Euroclear Sweden AB; and
- no later than on Monday 24 June 2024 notify the Company of their and any counsel's participation at the general meeting, by email to info@misenenergy.se. Notice of attendance shall contain name, personal/corporate identity number, address and telephone number.
Electronic participation
The board has decided that shareholders who cannot attend the meeting should be able to take part in the meeting via a link. Further instructions regarding electronic participation will be sent no later than 27 June 2024 to the shareholders who have registered their participation no later than 24 June 2024. Note that it is not possible to vote via link, but a shareholder who does not physically attend the meeting must vote via proxy form, see further information below under the heading "Proxy etc.".
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Wednesday 19 June 2024 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Monday 24 June 2024 will be considered in preparations of the share register.
Proxy etc.
Shareholders who are represented by proxy must issue a written and dated power of attorney for the proxy. If the power of attorney was issued by a legal entity, a certified copy of the registration certificate, or equivalent authorization document, showing that the persons who have signed the power of attorney are authorized signatories for the legal entity, must be attached to the power of attorney. The power of attorney must not be older than one year, however, the power of attorney may be older than one year if it appears that it is valid for a longer period, five years at most. A copy of the power of attorney and any proof of registration should, to facilitate entry at the meeting, be received by the Company by being sent well before the meeting to the Company by e-mail to the address stated above. The original power of attorney and proof of registration must also be presented at the meeting. A proxy form will be available on the Company's website, www.misenenergy.se, and will also be sent to shareholders who so request and inform the Company of their e-mail or postal address.
Draft agenda
- Opening of the general meeting and election of chairman of the 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 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 auditors
- Determination of remuneration to the board of directors and the auditors
- Election of members of the board and chairman of the board and audit firm
- Resolution regarding voluntary liquidation of the Company
- Closing of the general meeting
Proposed resolutions
Item 1: Opening of the general meeting and election of chairman of the meeting
The nomination committee proposes Carl Svernöv, attorney at law., at Baker McKenzie Advokatbyrå, as chairman of the annual general meeting or, in his absence, the person appointed by him.
Item 7(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 for the annual general meeting shall be carried forward.
Item 8: Determination of the number of board members and 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 9: Determination of remuneration to the board of directors and the auditors
The nomination committee proposes that no remuneration shall be paid to the board members until the next annual general meeting (previous year EUR 350,000).
The nomination committee further proposes that no 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 10: Election of members of the board and chairman of the board and audit firm
The nomination committee proposes re-election of Andrius Smaliukas, Dimitrios Dimitriadis, Gediminas Vaikasas and Iryna Demchenko as board members.
The nomination committee further proposes re-election of Andrius Smaliukas as chairman of the board.
The nomination committee proposes re-election of Frejs Revisorer AB as Company auditor. Frejs Revisorer AB has announced that Ulf Johansson continues as main responsible auditor.
Item 11: Resolution regarding voluntary liquidation of the Company
The board of directors of the Company proposes that the extra general meeting of the shareholders resolves to voluntary liquidate the Company in accordance with the following:
The reason for the proposal for resolution to liquidate the Company is that the Company has sold its operating subsidiary, Misen Enterprises AB, and that the board of directors do not have the intention to (i) continue to conduct similar operations in a new subsidiary, or (ii) conduct new operations in a new subsidiary. No alternatives to liquidation exist.
The Company shall enter into liquidation according to Chapter 25 Section 1 of the Companies Act.
The Company shall enter into liquidation on the day the Swedish Companies Registration Office appoints a liquidator.
The distribution of the Company's funds is expected to occur within eight months from this day.
The distribution proceeds are expected to amount to approximately SEK 0.
Carl Svernlöv, 641204-1490, c/o Baker & McKenzie Advokatbyrå KB, P.O. Box 180, SE‑101 23 Stockholm is proposed to be appointed as liquidator.
The liquidator is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and, if necessary, Euroclear Sweden AB.
Provided that the annual general meeting resolves in accordance with the above, the board of directors also intends to apply for a delisting of the Company's shares from Nasdaq First North Growth Market in Stockholm.
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. The Company does not hold any own shares.
Other
The annual report with the auditor's report, the complete proposals, proxy form and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company premises, Kungsportsavenyen 32, 411 36 Gothenburg, and at the Company’s website, www.misenenergy.se, at least three weeks in advance of the general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm, 29 May 2024
Misen Energy AB (publ)
The Board of Directors
For further information, please contact:
Göran Wolff, MD
Direct line: +46 31 759 50 72
Mobile: +46 709 45 48 48
E-mail: goran@misenenergy.se
info@misenenergy.se
The company was founded in 2004 and its shares have been traded on Nasdaq First North Growth Market since 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. Misen Energy AB (publ) acquired the rights to produce hydrocarbons under Joint Activity Agreement No.3 (“JAA No.3“) between Misen Enterprises AB and LLC Karpatygaz (together 50.01%) and JSC Ukrgasvydobuvannya (49.99%), a subsidiary of the NJSC Naftogaz of Ukraine. The purpose of the JAA No.3 was to significantly increase production of hydrocarbons by providing modern technologies via a large-scale investment program for the purposes of attainment of profits.
The JAA No.3 (as amended and restated) was terminated in June 2018. As a result, Misen Energy AB (publ) received compensation that reflected its share of the replacement costs of the equipment subject to the joint ownership under the JAA No.3. In March 2021, Misen Energy AB (publ) and Misen Enterprises AB initiated an investment arbitration against Ukraine (ICSID Case No. ARB/21/15) concerning Ukraine‘s breaches of the investor‘s rights resulting from the imposition of a 70% subsoil use charge.
The registered office of Misen Energy AB (publ) is in Stockholm. Misen Energy AB (publ) is listed on Nasdaq First North Growth Market and the Company adheres to the rules and regulations for First North. The Company’s Certified Adviser is Carnegie Investment Bank AB (publ).
For further information, please visit our website www.misenenergy.se.