Notice of Annual General Meeting in RVRC Holding AB (publ)

The shareholders of RVRC Holding AB (publ), reg. no. 559129-4623, are hereby invited to attend the Annual General Meeting (the “AGM”), which will be held on Wednesday, 10 November 2021.

In light of the corona pandemic and in order to minimize any risk of spreading of the corona virus, the Board of Directors has decided that the AGM is to be held only through postal voting in accordance with temporary legislation effective in 2021. This means that the AGM will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the AGM in the manner described below.

Information on the resolutions passed at the AGM will be disclosed on 10 November 2021, when the outcome of the postal voting has been confirmed.

Right to attend and notification

A person who wishes to attend the AGM by postal voting must

• be registered in the register of shareholders as maintained by Euroclear Sweden AB concerning the circumstances on Tuesday, 2 November 2021; and
• notify the company of its intention to participate in the AGM no later than Tuesday, 9 November 2021, by submitting its postal vote in accordance with the instructions under the heading “Postal voting” below, so that the postal vote is received by Euroclear Sweden AB no later than that day.

In order to be entitled to participate in the AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to announcing their intention to participate in the AGM by submitting a postal vote, request that their shares be registered in their own name so that the shareholder is entered into the register of shareholders as of Tuesday, 2 November 2021. Such registration may be temporary (so-called voting right registration), and request for such voting right registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. The shareholders’ register for the AGM will take into account voting right registrations completed no later than Thursday, 4 November 2021.

Postal voting

The shareholders may exercise their voting rights at the AGM only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for postal voting. The form is available on the company’s website https://corporate.revolutionrace.com under the menu Governance/General Meetings. The postal voting form is considered as the notification of participation at the AGM.

The completed and signed voting form must be received by Euroclear Sweden AB no later than Tuesday, 9 November 2021. The completed and signed form shall be sent by mail to RVRC Holding AB, “AGM 2021”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden or by email to [email protected].

Shareholders who are natural persons can also submit their postal votes electronically by verification with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy/. Such electronic votes must be submitted no later than Tuesday, 9 November 2021.

If the shareholder postal votes by proxy, a power of attorney shall be enclosed with the form. Proxy forms in Swedish and in English are available upon request and on the company’s website https://corporate.revolutionrace.com under the menu Governance/General Meetings. A power of attorney is valid one year from its issue date or such longer time period as set out in the power of attorney, however not more than five years. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document for the legal entity, not older than one year, shall be enclosed with the form, listing the authorised signatories.

The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting and at https://anmalan.vpc.se/EuroclearProxy/.

Shareholders’ right to receive information

The Board of Directors and the CEO shall, if any shareholder so requests, and if the Board of Directors considers that this can be done without significant harm for the company, give information on circumstances that can affect the judgement of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group. Request for such information shall be made in writing to the company no later than ten calendar days before the AGM, i.e. no later than Sunday, 31 October 2021, to RVRC Holding AB, Nils Jakobssongatan 5D, 504 30 Borås, Sweden, or by email to [email protected]. The information will be disclosed by being held available on the company’s website https://corporate.revolutionrace.com under the menu Governance/General Meetings, and at the company’s head office, Nils Jakobssongatan 5D, 504 30 Borås, Sweden, no later than Friday, 5 November 2021. The information will also be distributed to the shareholders who so requests and state their postal address or email address.

Proposal for agenda

1. Election of Chairman of the AGM
2. Election of two persons to verify the minutes
3. Drawing up and approval of the voting list
4. Approval of the agenda
5. Determination of whether the AGM has been duly convened
6. Presentation of the annual report and the auditor report and the consolidated accounts and the group audit report
7. Resolutions regarding:
   1. the adoption of the income statement and balance sheet and the consolidated income statement and balance sheet
   2. allocation of profit or loss in accordance with the adopted balance sheet and record date for dividend
   3. the discharge from liability of the Board members and the CEO
8. Resolution on the number of Board members
9. Resolution on the fees for the Board of Directors
10. Election of the Board of Directors and the Chairman of the Board
    Proposal by the Nomination Committee:
    1. Paul Fischbein (re-election)
    2. Jens Browaldh (re-election)
    3. Magnus Dimert (re-election)
    4. Cecilie Elde (re-election)
    5. Andreas Källström Säfweräng (re-election)
    6. Johan Svanström (re-election)
    7. Pernilla Nyrensten (re-election)
    8. Paul Fischbein as Chairman of the Board (re-election)
11. Resolution on the number of auditors
12. Resolution on the fees for the auditors
13. Election of auditors
14. Resolution on approval of remuneration report
15. Resolution regarding authorisation for the Board of Directors to resolve on new issues

Proposals

The Nomination Committee’s proposals (items 1 and 8-13)

The Nomination Committee ahead of the AGM 2021 has consisted of Øistein Widding (Altor Fund IV (No.1) AB and Altor Fund IV (No.2) AB), Peter Algar (Nyrensten Global Holding AB), Caroline Sjösten (Swedbank Robur Fonder AB) and Paul Fischbein (Chairman of the Board of Directors). Øistein Widding has been the Chairman of the Nomination Committee.

The Nomination Committee presents the following proposals:

Chairman of the AGM: The attorney Aleksander Ivarsson, or, in the event he is prevented from attending, the person instead designated by the Nomination Committee.

Board of Directors: The number of Board members shall be seven (without deputies). Paul Fischbein, Jens Browaldh, Magnus Dimert, Cecilie Elde, Andreas Källström Säfweräng, Johan Svanström and Pernilla Nyrensten shall be re-elected as Board members. Paul Fischbein shall be re-elected as Chairman of the Board.

Information about all Board members proposed for re-election is available on the company’s website, https://corporate.revolutionrace.com.

Board and Committee fees: Board fees, excluding remuneration for Committee work, shall continue to be paid in a total of maximum SEK 1,500,000, of which SEK 500,000 to the Chairman and SEK 200,000 to each of the other Board members elected by the General Meeting who are not employed by the group. Work in the Audit Committee shall continue to be compensated with SEK 100,000 to the Chairman and SEK 50,000 to each of the other members, and work in the Remuneration Committee shall continue to be compensated with SEK 60,000 to the Chairman and SEK 30,000 to each of the other members.

Auditor and auditor fees: The number of auditors shall be one without deputies. In accordance with the Audit Committee’s proposal, the registered audit firm Ernst & Young AB is proposed for re-election as RVRC Holding AB (publ)’s auditor for a period of one year until the end of the AGM 2022. Ernst & Young AB has informed that the authorised public accountant Andreas Mast will continue as auditor in charge should Ernst & Young AB be elected as auditor by the AGM. The auditor’s fee is proposed to be paid according to approved invoice.

Election of two persons to verify the minutes (item 2)

Filip Lodding Bondy (Altor Fund IV (No.1) AB and Altor Fund IV (No.2) AB) and Peter Algar (Nyrensten Global Holding AB), or if one or both of them are prevented from attending, the person(s) instead designated by the Board of Directors, are proposed to verify the minutes of the AGM. The assignment to approve the minutes also includes verifying the voting list and that the postal votes received are correctly stated in the minutes of the AGM.

Drawing up and approval of the voting list (item 3)

The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the shareholders’ register for the AGM and the postal votes received, as verified and approved by the persons elected to verify the minutes.

Allocation of profit or loss and record date for dividend (item 7 b)

The Board of Directors proposes a dividend of SEK 0.64 per share.

As record date for the dividend, the Board of Directors proposes 12 November 2021. Should the AGM resolve in accordance with the proposal, the dividend is expected to be distributed by Euroclear Sweden AB on 17 November 2021.

Approval of remuneration report (item 14)

The Board of Directors proposes that the AGM resolves to approve the Board of Directors’ report regarding compensation pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.

Authorisation for the Board of Directors to resolve on new issues (item 15)

The Board of Directors proposes that the AGM resolves to authorise the Board of Directors, within the scope of the articles of association, on one or several occasions, during the period until the next AGM, to resolve on issues of shares, subscription warrants or convertible bonds, with or without deviation from the shareholders’ preferential right. Such resolution on issues can be made with provisions of subscription by contribution in kind, by set-off or against cash payment. The number of shares to be issued by way of a new share issue, exercise of subscription warrants or conversion of convertible bonds may not exceed 10 per cent of the registered share capital at the time of the resolution based on the authorisation. The purpose of the authorisation is to increase the company’s financial flexibility and the reason for any deviation from the shareholders’ preferential right is to enable issues of shares as payment in connection with company acquisitions or to enable the company to raise capital in a time efficient manner and/or to complement the shareholder base with investors of strategic significance for the company. Shares, issued based on the authorisation, shall be issued on market terms. The Board of Directors shall be entitled to determine other terms for the issues.

The Board of Directors, the CEO or a person appointed by one of them shall be entitled to make any minor adjustments to the above decision that might be required in connection with registration with the Swedish Company Registration Office.

In order for the AGM’s resolution in accordance with the Board of Directors’ proposal as set out above to be valid, the resolution requires approval of at least two thirds of the votes cast and the shares represented at the AGM.

Number of shares and votes in the company

The total number of shares and votes in the company amounts to 112,918,918. The company does not hold any own shares.

Available documentation

The financial statements and the auditor’s report, the Board of Directors’ report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act on paid and outstanding remuneration that is covered by the guidelines for executive remuneration, the auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding these guidelines, the Board of Directors’ proposed distribution of earnings and reasoned statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act and the Board of Directors’ complete proposal concerning item 15 will be presented at the AGM by being available for the shareholders at the company and on the company’s website, https://corporate.revolutionrace.com, three weeks before the AGM at the latest. These documents will also, upon request, be sent to shareholders who state their address.

Processing of personal data

For information on how your personal data is processed, see the privacy notice available on Euroclear Sweden AB’s webpage, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.