DESENIO GROUP AB The shareholders of
Notification
Shareholders who wish to participate in the Annual General Meeting must:
(i) both be recorded as shareholders in the share register kept by
(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,
Personal data obtained from the share register kept by
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,
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 are available at the Company’s website, www.deseniogroup.com/general-meetings, and at the Company’s office.
Completed and signed form for postal voting shall be sent by post to
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.
Proposed agenda
- Election of the Chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination as to whether the meeting has been duly convened.
- Presentation of the annual report, auditor’s report, consolidated accounts and the auditor’s report on the consolidated accounts.
- Resolutions on
a. adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet.
b. the allocation of the Company’s result as per the adopted balance sheet.
c. discharge from liability for members of the Board of Directors and the CEO.
- Determination of the number of board members and auditors.
- Determination of remuneration to the Board of Directors and the auditors.
- Election of the Board of Directors and the auditors and any deputy auditors.
- Resolution on the principles for appointing members of the Nomination committee and the duties of the Nomination committee.
- Resolution on customary recalculation and subsequent amendment of the terms and conditions of the incentive programs Series 2017/2022 and Series 2018/2023 respectively.
- Resolution regarding incentive program (“2022/2025”).
- Resolution on authorization for the Board of Directors to decide on new share issue.
- Closing of the meeting.
Proposals by the majority shareholders
Item 1 Election of the Chairman of the meeting
The majority shareholders propose that
Item 8 Determination of the number of board members and auditors
The Board of Directors currently consists of seven (7) ordinary members without deputies. The majority shareholders propose that the Board of Directors shall continue to consist of seven (7) ordinary members without deputies for the period until the end of the next Annual General Meeting.
It is further proposed that a registered auditing firm be appointed as auditor, with no deputy auditors.
The majority shareholders propose that the remuneration be distributed as follows:
The majority shareholders further propose that Jakob Tolleryd should receive retroactive board fees for the period from
The board fees amount to
Audit fees will be paid according to approved invoices.
Item 10 Election of the Board of Directors and the auditors and any deputy auditors.
The majority shareholders propose re-election of the board members
Information on the proposed board members main education and professional experience, assignments in the Company and other significant assignments, etc. is available on the Company’s website https://www.deseniogroup.com/board-of-directors.
The majority shareholders propose that the registered audit firm
Item 11 Resolution on the principles for appointing members of the Nomination committee and the duties of the Nomination committee
The majority shareholders propose that the General Meeting adopts the following guidelines, to apply until further notice, for the appointment of members of the Nomination committee and for the mandate of the Nomination committee:
Composition
The Company is to have a Nomination committee comprised of members appointed by each of the three largest shareholders in terms of votes and the Chairman of the Board of Directors. At the formation of the Nomination committee, the shareholding in the Company, based on information from
The majority of the members of the Nomination committee shall be independent in relation to the Company and the Company management. The managing director or any other person from the executive management shall not be a member of the Nomination committee. At least one of the members of the Nomination committee shall be independent in relation to the, in terms of voting rights, largest shareholder in the Company or group of shareholders who cooperate regarding the Company's management. Board members may form part of the Nomination committee, but shall not constitute a majority of the members of the Nomination committee. If more than one board member is included in the Nomination committee, at the most one of them may be dependent in relation to the Company's major shareholders.
Information on the finally appointed Nomination committee shall include the names of the three appointed members, together with the names of the shareholders who nominated them and shall as a general rule be published in connection with the interim report for the third quarter but no later than six months before the planned annual general meeting. The Nomination committee's period of mandate is until the appointment of a new Nomination committee. The chairman of the Nomination committee shall, unless otherwise agreed by the members, be the member appointed by the largest shareholder in terms of the number of votes. The chairman of the Board of Directors or other board member shall not be the chairman of the Nomination committee.
If one or more of the shareholders who nominated members of the Nomination committee are no longer one of the three largest shareholders in terms of the number of votes, members appointed by these shareholders shall make their seats available and the shareholder(s) who have become one of the three largest shareholders in terms of voting rights shall be entitled to appoint their members. However, if there are no special reasons, no changes shall take place in the composition of the Nomination committee if only marginal changes in the number of votes have taken place or if the change occurs later than two months before the annual general meeting. Shareholders who have appointed a member of the Nomination committee have the right to dismiss such a member and appoint a new member of the Nomination committee, as well as to appoint a new member if the member appointed by the shareholder chooses to leave the Nomination committee. Changes in the composition of the Nomination committee shall be made public by way of a press release as soon as such changes have taken place.
Proposals to the annual general meeting
In the following matters, the Nomination committee shall present proposals to be submitted to the annual general meeting for resolution:
• proposal for chairman of the annual general meeting;
• proposals for the number of board members elected by the general meeting and, if applicable, the number of auditors;
• proposals for remuneration to non-employed members of the board and to non-employed members of the Board of Directors’ various committees (if committees exist);
• proposals for remuneration for auditors';
• proposals for the nomination of the chairman of the Board of Directors and other board members and the nomination of auditors; and
• if applicable, proposals for principles for appointing members of the Nomination committee and for the Nomination committee's duties.
Meetings
The Company's chairman of the Board of Directors is convening the first meeting and shall ensure that the Nomination committee immediately receives relevant information about the result of the board of director's completed evaluation of its work. Such information shall be provided no later than during October and shall include information on the board of director's working methods and the effectiveness of its work. In addition to the first meeting, the Nomination committee shall meet when necessary to fulfill its tasks, whereby notice of meetings shall be issued by the Chairman of the Nomination committee.
If a member requests that the Nomination committee shall convene, that request shall be complied with. The Nomination committee is competent to make decisions if at least three of the members are present. The decisions of the Nomination committee are passed by a simple majority of votes cast by members present at the meeting. In the event of tied votes, the Chairman of the Nomination committee has the casting vote.
Remuneration
The members of the Nomination committee shall not receive remuneration from the Company. The Company shall pay any costs incurred in connection with the work of the Nomination committee, provided that the chairman of the Board of Directors has approved these. At the request of the Nomination committee, the Company shall provide human resources such as secretarial function in the Nomination committee to facilitate its work.
Attendance at general meeting
Representatives of the Nomination committee should always attend the Annual General Meeting.
Changes of this instruction
The Nomination committee shall continuously evaluate these instructions and its work and submit proposals of changes of this instruction when considered appropriate.
Proposals by the Board of Directors
Item 2 Preparation and approval of the voting list
The voting list proposed to be approved under item 2 on the proposed agenda is the voting list that will be prepared by the Company based on the general meeting share register and received postal votes, verified and confirmed by the persons assigned to verify the minutes.
Item 4 Election of one or two persons to verify the minutes
The Board of Directors proposes that one person is elected and that
Item 7 b) Resolution on the allocation of the Company’s result as per the adopted balance sheet
The Board of Directors proposes that no dividend be paid for the financial year 2021 and that the Company’s available funds be capitalized in a new account.
Item 12 Resolution on customary recalculation and subsequent amendment of the terms and conditions of the incentive programs Series 2017/2022 and Series 2018/2023 respectively
Under the terms and conditions of the warrants for the Company's incentive programs, Series 2017/2022 and Series 2018/2023, in the event that the Company undertakes an action that has a material impact on the value of the warrants, such as a dividend or share split, the terms and conditions of the warrants shall be changed by customary recalculation of the subscription price and/or the number of shares to which each warrant of the respective Series entitles the holder. At an Extra General Meeting held on
In view of the above mentioned split and dividend, the Board of Directors proposes that the General Meeting resolves to carry out a customary recalculation and subsequent amendments of the terms and conditions as follows:
- for the warrants of Series 2017/2022, entitling to subscription of shares in the Company, issued by the General Meeting of the Company on
29 May 2017 , so that the subscription price to be paid for each new share when exercising the warrants is converted fromSEK 0.50 , which is the subscription price decided by the General Meeting on18 June 2020 , toSEK 0.003572 , and that one (1) warrant of series 2017/2022 entitles the holder to subscribe for 1,400 shares in the Company; and - for the warrants of Series 2018/2023, entitling to subscription of shares in the Company, issued by the Extra General Meeting on
30 October 2018 , so that the subscription price to be paid for each new share when exercising the warrants is converted fromSEK 11,773 , which is the subscription price decided by the General Meeting on18 June 2020 , toSEK 6.46 , and that one (1) warrant of series 2018/2023 entitles the holder to subscribe for 1,400 shares in the Company.
A resolution by the General Meeting in accordance with the Board of Directors' proposal to amend the terms and conditions of the outstanding incentive programs, is valid only where supported by shareholders holding not less than nine-tenths (9/10) of the votes cast as well as the shares represented at the General Meeting.
Item 13 Resolution regarding incentive program (“2022/2025”)
Background and reasons
The Company has previously implemented three share-related incentive programs. In view of this, the Board of Directors proposes that the General Meeting resolves to implement an additional long-term incentive program for employees within the
In the light of the above, the Board of Directors proposes that the General Meeting resolves to implement Series 2022/2025 in accordance with item (a) – (b) below. The resolutions under item (a) – (b) below are proposed to be conditional upon each other and for that reason it is proposed that all resolutions are to be passed as one resolution. Series 2022/2025 is proposed to include up to approximately 63 current and future employees within the
The Company's majority shareholder
Proposal regarding the adoption of Series 2022/2025 (item 13 (a))
Series 2022/2025 comprises of warrants (Sw. teckningsoptioner) to be transferred to employees within the
The Board of Directors proposes that the General Meeting resolves to issue not more than 1,130,000 warrants. The right to subscribe for the warrants shall vest in the Company or a wholly-owned subsidiary to the Company, which in turn shall transfer the warrants to employees within the Company and the
Below is a description of the terms and conditions for Series 2022/2025.
Warrants of Series 2022/2025
Each warrant entitles the holder to subscribe for one (1) new share in the Company during the call period from
The issued warrants shall, with deviation from the shareholders’ preferential rights, be subscribed for by the Company or a wholly-owned subsidiary to the Company, which in turn shall offer the warrants to the participants. Notification of subscription of warrants shall be made during the period commencing on
Since the warrants are acquired by the participants at market value, there are no performance conditions that need to be fulfilled in order to be offered to acquire warrants or in order to exercise a warrant for subscription of shares. However, the Company will, in connection with the transfer of the warrants to the participants, reserve a pre-emption right regarding the warrants if the participant’s employment or assignment within the group is terminated or if the participant wishes to transfer its warrants.
Recalculation due to split, consolidation, new share issue etc.
The exercise price for warrants shall be rounded to the nearest
Allocation of warrants, limitations in the disposition over the warrants and the right to receive warrants
The participants’ right to acquire warrants is differentiated between employees with reference to inter alia position, responsibility and working performance in the group, and the participants have for this reason been divided into five (5) different categories:
Category A – Senior executives
Category B – C-level Managers
Category C – Senior Managers
Category D – Middle Managers
Category E – Other employees
A precondition for being entitled to acquire warrants is that the participant enters into an option agreement with the Company, whereby the Company reserves the right to repurchase the warrants if the participant in turn wishes to retransfer the warrants. Pre-emption shall be made at market value to the extent that it does not cause adverse tax consequences. The warrants are otherwise freely transferable.
The following allocation principles apply to the grant of warrants within each of the categories set out above.
| Maximum number of warrants for each participant | Maximum number of warrants within the category | |
| Category A – not more than 5 people | 110,000 | 494,600 |
| Category B – not more than 11 people | 110,000 | 393,400 |
| Category C – not more than 10 people | 22,000 | 127,600 |
| Category D – not more than 14 people | 6,000 | 68,800 |
| Category E – not more than 21 people | 2,200 | 45,600 |
Participants who have been employed within the
In the event that all warrants within any of the categories above has not been transferred after the initial notification period, such non-transferred warrants may be offered to participants in another category with less stock options available for allotment. The maximum number of warrants per person within each category as set out above may however not be exceeded for any individual.
Certain participants within categories A-E above may receive a subsidy of the premium paid for the warrants. A total of 690,000 warrants may be subsidised. The subsidy will be paid in the amount corresponding to the premium paid for each warrant, with payment of the subsidy in such case during
Proposal regarding issue of warrants (item 13 (b))
The Board of Directors proposes that the Company shall issue not more than 1,130,000 warrants for subscription of shares, whereby the Company’s share capital may be increased by not more than
The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, vest in the Company or a wholly-owned subsidiary to the Company, with the right and obligation to dispose of the warrants as described further above. The subscription for warrants shall be made during the period commencing on
In order to fulfil the commitments arising from Series 2022/2025, the Board of Directors proposes that the General Meeting authorizes that the Company or a wholly-owned subsidiary to the Company may assign warrants to a third party, or in another way dispose over the warrants, in accordance with the above.
A detailed resolution proposal for the issue of warrants of Series 2022/2025, including complete terms and conditions for the warrants is available at www.deseniogroup.com.
Market value of warrants
Based on a market value of the underlying share of
Costs
Given that the warrants shall be transferred at a price corresponding to the market value of the warrants, the Company estimates that no social security costs will arise for the Company in connection with the transfer of warrants to the participants, however, taking into account the provisions below. Neither should any social security costs arise in connection to the exercise of the warrants.
The costs related to Series 2022/2025 consist of the subsidy paid during
Other costs related to Series 2022/2025, including inter alia expenses related to fees to external advisors, external appraiser and administration of the incentive program, are estimated to amount to approximately
Based on the assumptions set out above, the total costs of Series 2022/2025 are estimated to approximately MSEK 1 in total during the term of the program equal to approximately 0.9 % of the total employee benefits expenses of the
Dilution
Upon exercise of all warrants issued within Series 2022/2025, up to 1,130,000 shares (with reservation for any re-calculation) may be issued, equivalent to a maximum dilution of approximately 0.74 per cent of the shares and votes of the Company. The dilution calculations have been based on the maximum number of shares and votes which may be issued upon exercise of the warrants of Series 2022/2025, divided by the total number of shares and votes in the Company after such issues and upon full exercise of all outstanding warrants of the Company.
Preparation of the proposal
This proposal in respect of Series 2022/2025 has been prepared by the Company’s remuneration committee and Board of Directors in consultation with external advisers.
The reason for the deviation from the shareholders’ preferential rights
The reason for the deviation from the shareholders’ preferential rights is to implement Series 2022/2025.
Majority requirement
A resolution to approve the present proposal is valid only where supported by shareholders holding not less than nine-tenths (9/10) of the votes cast as well as the shares represented at the General Meeting.
Authorization
It is proposed that the Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make such minor adjustments to this resolution that may be required for the registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and
Outstanding incentive programs
The Company does have the following outstanding share-related incentive programs.
Series 2017/2022
An Extra General Meeting held on
Series 2018/2023
An Extra General Meeting held on
Series 2021/2025
The Annual General Meeting on
The dilution calculations above have been based on the maximum number of shares and votes which may be issued upon exercise of the warrants, divided by the total number of shares and votes in the Company after such issues and upon full exercise of all outstanding warrants in the Company.
Item 14 Resolution on authorization for the Board of Directors to decide on new share issue
The Board of Directors proposes that the General Meeting resolves 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 twenty (20) percent of the Company's share capital at the time of the 2022 Annual General Meeting. Upon such deviation from the shareholder’s preferential rights, the new issue shall be made at market terms and conditions, with reservations for, where applicable, issue discounts which are in line with market conditions.
The General Meeting is further proposed to authorize the Board of Directors, the CEO or a person appointed by the Board of Directors to make such minor amendments in the resolution proven necessary for registration at the Swedish Companies Registration Office.
A resolution by the General Meeting in accordance with the Board of Directors’ proposal to authorize the Board of Directors to resolve on new issue of shares requires approval of votes cast and shares represented at the General Meeting representing not less than two-thirds (2/3).
Shareholders right to request information
Pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so request and the Board of Directors deems that it may be done without significant harm to the Company, provide information at the Annual General Meeting regarding circumstances that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the Company’s financial situation. The disclosure requirement also covers the Company’s relationship to another Group company, the consolidated financial statements and such relationships concerning subsidiaries as referred to in the previous sentence. Since the meeting will be conducted without the physical presence of shareholders, proxies or third parties, a request for such information shall be made in writing to
Documentation
Accounting documents, the auditor’s report, proposals from the majority shareholders in accordance with item 1 and 8-11 and the Board of Directors’ complete proposals in accordance with items 2, 4, 7b, 12, 13 and 14 on the agenda will be available at the Company no later than Thursday
___________________
Board of Directors
This is a translation of the Swedish original. In case of any discrepancies between this translation and the
Swedish original, the latter shall prevail.
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