Report from the Annual General Meeting of Desenio Group AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Handel & varor |
| Industri | Detaljhandel |
At the annual general meeting (the “AGM”) of Desenio Group AB (publ) (“Desenio” or the “Company”), on 29 May 2024 the AGM adopted, inter alia, the following resolutions. For more detailed information regarding the contents of the resolutions, please refer to the notice of the AGM and the complete proposals, which have previously been published and are available on the Company’s website, www.deseniogroup.com.
Adoption of the income statement and balance sheet, allocation of the Company’s profit and loss and discharge from liability
The AGM resolved to adopt the income statements and balance sheets of the Company and the group included in the 2023 Annual Report and to discharge the Board of Directors and the CEO from liability for the financial year 2023. The AGM also resolved, in accordance with the Board of Directors’ proposal, that no dividend will be distributed for the financial year 2023 and that the Company’s available funds will be carried forward.
Remuneration to the Board of Directors and the auditors
The AGM resolved, in accordance with the nomination committee’s proposal, that the remuneration to the Board of Directors for the coming term of office shall be paid in total of SEK 940,000 and that the remuneration is distributed as follows: SEK 400,000 to the Chairman of the Board of Directors, SEK 200,000 to each of the other board members who is not employed by the Company or representing a major shareholder, an additional SEK 75,000 to the Chairman of the Audit Committee and additionally SEK 30,000 to each of the other members of the Audit Committee not representing a major shareholder, additionally SEK 45,000 to the Chairman of the Remuneration Committee and additionally SEK 20,000 to each of the other members of the Remuneration Committee not representing a major shareholder.
The AGM resolved that remuneration to the auditor shall be paid according to approved invoice.
Election of the Board of Directors and auditor
The AGM resolved, in accordance with the nomination Committee’s proposal, that the Board of Directors shall consist of five (5) ordinary board members without deputies. For the period until the end of the next annual general meeting the AGM re-elected the current board members Alexander Hars, Martin Blomqvist, Max Carlsén, Nathalie du Preez and Sarah Kauss. Furthermore, it was resolved to re-elect Alexander Hars as Chairman of the Board of Directors.
The AGM resolved, in accordance with the nomination committee’s proposal, to re-elect the registered audit firm KPMG AB as auditor for the period until the end of the next annual general meeting. KPMG AB has informed that the authorized public accountant Mathias Arvidsson will remain auditor in charge.
Resolution on authorization for the Board of Directors to decide on new issue
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors, at one or several occasions until the next Annual General Meeting, with or without deviating from the shareholder’s pre-emptive rights, to decide upon issuance of new shares, warrants and/or convertible debentures. Payment shall, apart from payment in cash, be made in kind or by set-off or otherwise with conditions. The Company's share capital may, by means of the authorization, be increased in total by an amount corresponding to a dilution of ten (10) percent of the Company's share capital at the time of the 2024 AGM.
The purpose of the authorization is to increase the financial flexibility of the Company. Should the board of directors resolve on an issue with deviation from the shareholders’ preferential rights, the reason for this shall be to provide the Company with working capital and/or new owners of strategic importance to the Company and/or to otherwise strengthen the Company’s financial position. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.
This is a translation of the Swedish original. In case of any discrepancies between this translation and the Swedish original, the latter shall prevail.