Announcement 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 28 June 2024 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 2023.

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 2023.

Election of the board of directors and auditor, and directors' and auditors' fees

The AGM further resolved, in accordance with the nomination committee's proposal, 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.

The AGM resolved, in accordance with the nomination committee's proposal, to re-elect Andrius Smaliukas, Dimitrios Dimitriadis, Gediminas Vaikasas and Iryna Demchenko as board members. Andrius Smaliukas was re‑elected as chairman of the board.

The AGM resolved, in accordance with the nomination committee's proposal, to re-elect the registered audit firm Frejs Revisorer AB as the Company's auditor. Frejs Revisorer AB has announced that Ulf Johansson shall continue as main responsible auditor.

Information about each member of the board is posted on the Company’s website.

It was resolved, in accordance with the nomination committee's proposal, that the board is entitled to a cash-based bonus corresponding to EUR 240,000 to be paid out proportionally (EUR 40,000) between the directors in a lump sum corresponding to EUR 160,000 payable after the annual general meeting and the remaining EUR 80,000 to be paid proportionally (EUR 20,000) to the directors when the liquidation is completed.

The AGM resolved that the auditor shall be entitled to a fee in accordance with approved invoice.

Resolution regarding voluntary liquidation of the Company

The AGM resolved, in accordance with the boards' proposal, to voluntary liquidate the Company.

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.

Advokat Carl Svernlöv, Baker & McKenzie Advokatbyrå KB, P.O. Box 180, SE‑101 23 Stockholm is proposed to be appointed as liquidator.

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.

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.
 

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.