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.
