Report from the annual general meeting in Desenio Group AB (Publ) on 19 february 2021

The following resolutions, among others, were passed at the annual general meeting of shareholders (the “Meeting”) and subsequent statutory board meeting of Desenio Group AB (publ) (the “Company”) held today, 19 February 2021.

Adoption of income statements and balance sheets
The Meeting adopted the income statement and balance sheet for the Company as well as the consolidated income statement and consolidated balance sheet.

Allocation of profit
The Meeting resolved to distribute a dividend in the amount of SEK 285,053,231.65 to be allotted pro rata to the total number of shares in the Company. The dividend shall be distributed immediately.

Discharge from liability of the board of directors, the chairman of the board and the CEO
The Meeting discharged the board of directors, the chairman of the board and the CEO from liability for their administration during the 2020 financial year.

Board of directors and auditors
The Meeting resolved to re-elect Alexander Hars, Jakob Tolleryd, Max Carlsén, Martin Blomqvist and Nathalie du Preez as board members. At the statutory board meeting following the annual general meeting, Alexander Hars was appointed the chairman of the board. The meeting re-elected the registered accounting firm KPMG AB as the Company’s auditors until the end of the 2021 annual general meeting. KPMG has appointed authorised public accountant Sven Cristea as auditor in charge.

Fees for the board of directors and auditors
The Meeting resolved on a fee to the chairman of the board of SEK 400,000 and to board members, who is not an employee within the group or representing a major shareholder, a fee of SEK 200,000. Consequently, the total directors’ fees amount to SEK 600,000. The Meeting resolved that a fee shall be payable to the company’s auditor on an hourly basis/in accordance with approved invoices according to customary standards for charges.

Directed issue of new shares
The Meeting resolved on a directed issue of new shares by offset to the sellers of Poster Store Sverige AB. The final subscription price will be confirmed later.

Issue of warrants and adoption of incentive program of series 2021/2025
The Meeting resolved on issuance of 1,420,000 warrants and implementation of a long term incentive program, series 2021/2025. The right to subscribe for the warrants belongs to the employees of the group. The exercise period for the warrants for subscription of shares is during the period commencing on 4 June 2025 up to and including 3 September 2025.

Issue of warrants and adoption of incentive program of series 2021/2025B
The Meeting resolved on issuance of 80,000 warrants and implementation of a long term incentive program, series 2021/2025B. The right to subscribe for the warrants belongs to the board of directors of the Company. The exercise period for the warrants for subscription of shares is during the period commencing on 4 June 2025 up to and including 3 September 2025.

Authorization to resolve on issue of shares or other securities
The Meeting resolved 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 total number of shares that may be issued on the basis of the authorization shall not be limited in any other way than what follows form the prevailing articles of association’s current limits for the share capital 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.

About Desenio

Desenio is a Swedish, fast growing digital direct-to consumer company with a leading position as an online based provider of affordable wall art in Europe. The Company offers its customers a unique and curated assortment of over 6,000 designs as well as frames and accessories in 35 countries via 20 local websites. Leveraging a data-driven strategy both for the creation of art and for attracting new customers, Desenio has grown rapidly and profitably since 2015. Desenio’s bonds are listed on Frankfurt Stock Exchange Open Market Quotation Board. For more information, please visit deseniogroup.com.