Report from the annual general meeting in Misen Energy AB (publ)
The annual general meeting of Misen Energy AB (publ) ("Misen" or the "Company") was held today on 4 June 2020 in Stockholm and the following resolutions were passed by the meeting.
Adoption of the income statement and the balance sheet
The annual general meeting (hereinafter AGM) adopted the presented income statement and, the balance sheet of Misen, the consolidated income statement and the consolidated balance sheet for 2019.
Distribution of profit and discharge from liability
The AGM resolved to have all funds available to the annual general meeting carried forward in accordance with the proposal of the board of directors and resolved to discharge the members of the board and the managing director from liability for the financial year 2019.
Election of the board of directors and auditor, and directors' and auditors' fees
The AGM further resolved that the board shall consist of four ordinary directors with no deputy directors. It was further resolved that the number of auditors shall be one registered audit firm without deputy auditors.
All four current directors of the board were re-elected. Re-elected directors:
- Andrius Smaliukas
- Dimitrios Dimitriadis
- Oleg Batyuk
- Pavel Prysiazhniuk
The AGM re-elected Andrius Smaliukas as chairman of the board.The AGM resolved to appoint the registered audit firm Frejs Revisorer AB as the company's new auditor. Frejs Revisorer AB has announced that Ulf Johansson shall be the main responsible auditor.
Information about each member of the board is posted on the Company’s website.
It was resolved that an aggregate fee of EUR 76,000 per annum (fee unchanged from last year) shall be paid to the board of directors, allocated as follows:
- EUR 37,000 to the chairman;
- EUR 16,000 to each of Dimitrios Dimitriadis and Oleg Batyuk; and
- EUR 7,000 to Pavel Prysiazhniuk.
It was further resolved that no additional remuneration shall be paid to the members of the board committees.
The AGM resolved that the auditor shall be entitled to a fee in accordance with approved invoice.
Election of directors of the nomination committee and resolution to adopt principles for the appointment of a nomination committee
The AGM resolved to appoint Sergiy Probylov (representing Blankbank Investments Limited) as chairman of the nomination committtee, Dimitrios Dimitriadis (representing Nellston Holdings Limited), Aurimas Augustinavicius (representing TCT Holding AB) and Andrius Smaliukas (in his capacity as chairman of the board of directors) as directors of the nomination committee.
It was further resolved to adopt principles for the appointment of a nomination committee in accordance with the nomination committee's proposal.
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 AGM resolved to authorize 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 total number of shares and votes in the company, to be paid in cash, in kind and/or by way of set-off.
For the full proposals regarding the above resolutions at the annual general meeting, please refer to the notice and the annual report which are available on the Company's website, www.misenenergy.se.
The AGM took place at the offices of Baker & McKenzie law firm in Stockholm and was attended by four shareholders, together representing [68.09%] per cent of total number of shares and votes in the company.
Göran Wolff, MD
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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 Growth Market 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 JSC Ukrgasvydobuvannya (49.99%), a subsidiary of the National Joint Stock Company Naftogaz of Ukraine. JSC 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 Growth Market under identification ticker MISE. The Certified Adviser of the company at Nasdaq First North Growth Market is Erik Penser Bank AB, tel.: +46 8 463 80 00, e-mail: firstname.lastname@example.org.
For further information, please visit our website www.misenenergy.se.