General meetings

The general meeting is Desenio Groups highest decision-making body. The general meeting may resolve upon every issue for the company, which is not specifically reserved for another company body’s exclusive competence. At the annual general meeting, which shall be held within six months from the end of each financial year, shareholders exercise their voting rights on issues such as adoption of income statements and balance sheets, allocation of the company’s profits or losses, discharge of liability for the board of directors and the CEO for the financial year, appointment of members of the board of directors and auditor, and remuneration for the board of directors and the auditor. In addition to the annual general meeting, extraordinary general meetings may be convened.

Upon written request to the Board of Directors, shareholders are entitled to have matters addressed by the annual general meeting. Such requests must have been received by the Board of Directors no later than seven weeks prior to the meeting. The request shall be addressed to the Board of Directors.

In accordance with the Company’s articles of association, all general meetings shall be convened through announcements in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by posting the notice of the meeting on the Company’s website. An announcement shall simultaneously be placed in Svenska Dagbladet with information that the meeting has been convened.

Right to attend general meetings

All shareholders who are entered in the share register kept by Euroclear, six banking days prior to the general meeting and who have notified the Company of their intention to attend the general meeting at the latest by the date specified in the notice convening the meeting shall be entitled to attend the general meeting and vote according to the number of shares they hold. Shareholders may attend general meetings in person or through a proxy, and may also be accompanied by not more than two assistants.

Annual General Meeting 12 May 2022

The shareholders of Desenio Group AB (publ) (the “Company”), reg. no 559107–2839, are hereby summoned to the Annual General Meeting on Thursday, 12 May 2022. The Board of Directors has decided that the Annual General Meeting shall be conducted by way of postal voting, in accordance with the temporary legal provisions that entered into force on 1 March 2022. This means that the Annual General Meeting will be held without the physical presence of shareholders, proxies or third parties. Accordingly, the shareholders will only be able to exercise their voting rights by postal voting in the manner prescribed below. Information on the resolutions passed at the Annual General Meeting will be published on Thursday, 12 May 2022, when the outcome of the postal voting has been confirmed.

Notification 

Shareholders who wish to participate in the Annual General Meeting must: 

(i) both be recorded as shareholders in the share register kept by Euroclear Sweden AB on the record date of Wednesday, 4 May 2022; and  

(ii) have notified their participation by way of casting their postal votes in accordance with the instructions under the heading Postal voting below so that the postal vote is received by the Company no later than Wednesday, 11 May 2022. 

Personal data obtained from the share register kept by Euroclear Sweden AB and participation in the meeting and information on deputies, proxies and advisors will be used for preparation of the voting list for the meeting and, where applicable, the minutes of the meeting. Personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) No 2016/679 of the European Parliament and of the Council). For comprehensive information regarding how personal data is handled, please refer to our integrity policy: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. 

Shares registered with nominees 

To be entitled to participate in the Meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of their participation to the Annual General Meeting, register the shares in their own name so that the shareholder is registered in the shareholders’ register on the record date of Wednesday, 4 May 2022. This re-registration may be temporary (known as “voting rights registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee not later than Friday, 6 May 2022, will be recognised in the shareholders’ register. 

Postal voting 

The Board of Directors of the Company has decided that the shareholders at the Annual General Meeting shall only be able to exercise their voting rights by post and e-mail in accordance with Sections 20 and 22 of the Swedish Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Shareholders who wish to exercise their voting rights must submit the special voting form that is available below and at the Company’s office.  

Completed and signed form for postal voting shall be sent by post to Desenio Group AB (publ), Att: Annual General Meeting, Box 11025, 100 61 Stockholm, Sweden or by e-mail to ir@deseniogroup.com. If the shareholder exercises its voting rights by proxy, a power of attorney shall be attached to the form. Power of attorney forms are provided upon request and are also available at the Company’s website, www.deseniogroup.com/general-meetings. If a power of attorney is issued by a legal entity, a certified copy of the registration certificate for the legal entity must be attached or if such a document is not available, an equivalent authorization document. 

The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions are given on the postal voting form below. 

Documents in Swedish

• Desenio Groups Årsredovisning 2021

• Kallelse till årsstämma 2022 (SV)

• Desenio Group AB (publ) - Protokoll årsstämma 12 maj 2022

• Bilaga 1 - Sammanställning poströster

• Bilaga 2 - Röstlängd

• Villkor för teckningsoptioner - Bilaga A (SV)

• Styrelsens förslag (SV)

• Större aktieägares förslag (SV)

Documents in English

• Notice Annual General Meeting 2022 (EN)

• Desenio Group ab (publ) - Minutes AGM 12 May 2022 (SV)

• Appendix 1 - Summary of postal voting (SV)

• Appendix 2 - Voting list (SV)

• Proposals by the Board of Directors - Appendix 1A Terms and conditions of warrants (EN)

• Proposals by the Board of Directors (EN)

• Proposals by the majority shareholders (EN)

Previous General Meetings

Extraordinary General Meeting 24 June 2021

• Notice of the Extraordinary General Meeting of Desenio Group AB (publ) (EN)

• Kommuniké från extra bolagsstämma i Desenio Group Ab (publ) (SV)

• Desenio Group AB (publ) - Protokoll extra bolagsstämma 2021 (SV)

• Bilaga 1 - Sammanställning poströster (SV)

• Bilaga 2 - Röstlängd (SV)

• Notice of Extraordinary General Meeting (EN)

• Kallelse till extra bolagsstämma (SV)

• Postal voting form (EN)

• Proxy form (EN)

• Formulär för poströstning (SV)

• Fullmaktsformulär (SV)

• Större aktieägares förslag till beslut (SV)