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 April 2021 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 2020.
Distribution of profit and discharge from liability
The AGM resolved that a total of EUR 5,802,728.88 (SEK 58,027,289) shall be distributed among the Company's 145,068,222 shares, i.e., approximately EUR 0.04 (SEK 0.40) per share.
Due to the fact that the Company's foreign bank account does not support Issuer Payments (Sw: Emmittentbetalningar) (i.e., the Company's bank is not affiliated with Bankgiro), the dividend cannot be executed immediately through Euroclear Sweden AB. Thus, the dividend will be paid with the assistance of Eminova Fondkommission AB.
The Company will cover all costs related to conversion from SEK to EUR and the fees that arise in connection with Eminova Fondkommission AB's management of the dividend payment. The payment of the dividend is expected to be performed through Eminova Fondkommission AB on Monday 17 May 2021.
The directors of the board and the CEO were discharged from liability for the financial year 2020.
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.
The AGM resolved to re-elect Andrius Smaliukas and Dimitrios Dimitriadis directors. It was further resloved to elect Iryna Demchenko and Gediminas Vaikasas as new directors.
The AGM re-elected Andrius Smaliukas as chairman of the board.
The AGM resolved 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 that an aggregate fee of EUR 350,000 per annum (EUR 76,000 last year) shall be paid to the board of directors, allocated as follows:
- EUR 150,000 to the chairman of the board,
- EUR 100,000 to Dimitrios Dimitriadis,
- EUR 50,000 to Gediminas Vaikasas and
- EUR 50,000 to Iryna Demchenko.
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 (in his capacity as a shareholder of Misen Energy AB (publ)), 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 (unchanged from the previous year).
Resolution regarding authorization for the board to issue shares, convertible debentures and/or warrants
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, convertibles 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. 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.
Resolution Regarding the ICSID Arbitration
The AGM resolved to consent to the continued arbitration under the ICSID Convention.
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 40.91 per cent of total number of shares and votes in the Company.