At the Annual General Meeting (the “AGM”) of Desenio Group AB (publ) (“Desenio” or the “Company”), on 9 June 2026 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 2025 Annual Report and to discharge the Board of Directors and the CEOs from liability for the financial year 2025. The AGM also resolved, in accordance with the Board of Directors’ proposal, that no dividend will be distributed for the financial year 2025 and that the Company’s available funds will be carried forward.
Remuneration to the Board of Directors and the auditors
The AGM resolved that no remuneration shall be paid to the Board of Directors.
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 major shareholders' proposal, that the Board of Directors shall consist of four (4) ordinary board members without deputies. For the period until the end of the next annual general meeting, the current board members Martin Weiss, Andreas Otto and Petra von Strombeck were re-elected and Konark Modi was elected as a new board member. Furthermore, it was resolved to re-elect Martin Weiss as Chairman of the Board of Directors.
The AGM resolved, in accordance with the major shareholders' 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 approval of related party transaction
The AGM resolved, in accordance with the Board of Directors' proposal, to approve consultancy agreements entered into between the Company's subsidiary Desenio AB and the proposed board members Martin Weiss, Andreas Otto, Petra von Strombeck and Konark Modi (through wholly owned consultancy companies) regarding services that go beyond their ordinary board assignments. The consultants will support the Company in areas including financial governance, operational efficiency, capital allocation, investor relations and strategic planning.
Resolution on issue of warrants and implementation of a long-term incentive program for the CEO 2026/2029
The AGM resolved, in accordance with the Board of Directors' proposal, on the issue of a maximum of 165,000,000 warrants of series CEO 2026/2029 and the implementation of a long-term incentive program directed to the Company's CEO. Each warrant entitles to subscription of one (1) ordinary share at a subscription price of SEK 0.0830 per share. The warrants have a total term of approximately three (3) years. Upon full exercise of all warrants, 165,000,000 new ordinary shares may be issued, corresponding to a dilution of approximately 4.98 percent of the total number of shares and votes in the Company.
Resolution on issue of warrants and implementation of a long-term incentive program for employees 2026/2029
The AGM resolved, in accordance with the Board of Directors' proposal, on the issue of a maximum of 165,000,000 warrants of series Employee 2026/2029 and the implementation of a long-term incentive program directed to the Company's current and future senior executives, other key employees and other employees in the group. The warrants have a total term of approximately three (3) years and one (1) month. The subscription price corresponds to 150 percent of the average volume-weighted price for the Company's share during the period 26 May – 8 June 2026. Upon full exercise of all warrants, 165,000,000 new ordinary shares may be issued, corresponding to a dilution of approximately 4.98 percent of the total number of shares and votes in the Company.
The aggregate dilution for both incentive programs amounts to a maximum of approximately 9.96 percent.
Resolution on authorization for the board of directors to decide on new issue of shares and issue of warrants and/or convertibles
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 shareholders' 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 2026 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, subject to a customary market discount where applicable.
This is a translation of the Swedish original. In case of any discrepancies between this translation and the
Swedish original, the latter shall prevail.
This information is information that Desenio Group AB (publ) is obliged to make public pursuant to the Nasdaq First North Growth Market Rulebook. The information was submitted for publication, through the agency of the contact persons set out above, on 9 June 2026 [11:10] CEST.