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 March 2023 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 2022.
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 2022.
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 an aggregate fee of EUR 350,000 per annum (EUR 350,000 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 of directors to resolve on issuances
The AGM resolved, in accordance with the boards' proposal, to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, warrants and/or convertibles, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 10 percent of the Company's share capital after dilution based on the number of shares in the Company at the time of the annual general meeting, to be paid in cash, through set-off or in kind.
Issuance of new shares, pursuant of the authorization, shall be carried out in accordance with acquisition agreements or customary terms and conditions under prevailing market conditions. The allocation of shares can, if the board of directors finds it appropriate, be with a subscription price corresponding to the share's quota value.
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 was attended by one shareholder representing 38.69 per cent of total number of shares and votes in the Company.