Auditor’s report on the annual accounts and consolidated accounts 2015 of Misen Energy AB (publ)

The audit report which deviates from the standard wording has been published today in Swedish and English on the company’s website at (please refer to the last page of the Annual Report 2015): http://misenenergy.se/repository/Financial_reports_ENG/Misen_Energy_AR2015_ENG.pdf. 
The report in whole follows below.

Auditor’s report
To the annual meeting of the shareholders of Misen Energy AB (publ), corporate identity number 556526-3968

Report on the annual accounts and consolidated accounts

We have audited the annual accounts and consolidated accounts of Misen Energy AB (publ) for the year 2015.

Responsibilities of the Board of Directors and the Managing Director for the annual accounts and consolidated accounts

The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of these annual accounts in accordance with the Annual Accounts Act and of the consolidated accounts in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act, and for such internal control as the Board of Directors and the Managing Director determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these annual accounts and consolidated accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts and consolidated accounts are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts and consolidated accounts. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the annual accounts and consolidated accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors and the Managing Director, as well as evaluating the overall presentation of the annual accounts and consolidated accounts.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Opinions

In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 December 2015 and of its financial performance and its cash flows for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2015 and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the EU, and the Annual Accounts Act. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.
We therefore recommend that the annual meeting of shareholders adopt the income statement and balance sheet for the parent company and the group.

Emphasis of matters

Without qualifying our opinion, we draw your attention to the conditions described in the annual report in the section “Significant Events in 2015” under the headings ”Subsoil use charge increase” and “Exchange rate fluctuations and inflation” as well as the section “Supplementary information” under the headings “Tax risk” and “Political risks” where it is mentioned that the Group's activities, and activities of other enterprises in Ukraine, have been affected and may continue to be affected for the foreseeable future by the continued political and economic uncertainty in Ukraine. The impact of these factors on the Group's activities and the future development of the political and economic situation in Ukraine is very difficult to assess, and these factors may also continue to significantly affect the financial conditions of the Group's activities in general.
Further, without qualifying our opinion set out above, we would like to draw attention to the conditions described in the section “Significant estimates and assumptions for accounting purposes” under the heading “Going concern”. The activities in Joint Activity (JA) have significant short-term bank loans maturing before 31 December 2015. Furthermore, JA has not met the terms and conditions for loans and credits and negotiations are underway with the banks concerned.
The Group's Swedish operations are dependent on additional funding for ongoing operations and to pay the remaining part of the contribution to JA. As funding for the next twelve months is not secured there is a material uncertainty that may lead to significant doubts about the Group's ability to continue with the planned business.
In a situation where the Group's continued operations can no longer be assumed, which is not the case for the Group, there is a risk of significant write-downs of the Group's assets as well as the parent company's book value of shares in subsidiaries.

Report on other legal and regulatory requirements

In addition to our audit of the annual accounts and consolidated accounts, we have also audited the proposed appropriations of the company’s profit or loss and the administration of the Board of Directors and the Managing Director of Misen Energy AB (publ) for the year 2015.

Responsibilities of the Board of Directors and the Managing Director

The Board of Directors is responsible for the proposal for appropriations of the company’s profit or loss, and the Board of Directors and the Managing Director are responsible for administration under the Companies Act.

Auditor’s responsibility

Our responsibility is to express an opinion with reasonable assurance on the proposed appropriations of the company’s profit or loss and on the administration based on our audit. We conducted the audit in accordance with generally accepted auditing standards in Sweden.
As a basis for our opinion on the Board of Directors’ proposed appropriations of the company’s profit or loss, we examined whether the proposal is in accordance with the Companies Act.
As a basis for our opinion concerning discharge from liability, in addition to our audit of the annual accounts and consolidated accounts, we examined significant decisions, actions taken and circumstances of the company in order to determine whether any member of the Board of Directors or the Managing Director is liable to the company. We also examined whether any member of the Board of Directors or the Managing Director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.

Opinions

We recommend to the annual meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year.

Göteborg 14 April 2016
PricewaterhouseCoopersAB

Johan Palmgren
Authorized Public Accountant
 

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

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 since 12 June 2007 traded on Nasdaq First North.
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 have been acquired by production cooperation via a joint activity project governed by a Joint Activity Agreement between 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%), the largest producer of natural gas in Ukraine and subsidiary of the National Joint Stock Company Naftogaz of Ukraine. The value of the assets is estimated to be substantially higher than the purchase price for Misen Enterprises AB.
The purpose of the project is to significantly increase production of gas and oil by providing modern technologies via a large-scale investment program.
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 Consensus Asset Management AB (formerly Thenberg & Kinde Fondkommission AB).
For further information, please visit our website www.misenenergy.se.