Report from the Annual General Meeting of Rolling Optics Holding AB (publ) on 25 May 2023

At the annual general meeting (the “AGM”) of Rolling Optics Holding AB (publ), reg. no 556056-5151, (the “Company”), on 25 May 2023 the AGM adopted, inter alia, the following resolutions. For more detailed information regarding the content of the resolutions, please refer to the notice to the AGM and the complete proposals for resolutions, which have previously been published and are available on the Company’s website, www.rollingoptics.com.

Adoption of the balance sheet and income statement, disposition regarding the Company’s results and discharge from liability

The AGM adopted the Company’s balance sheet and income statement and consolidated income statement and consolidated balance sheet for the financial year 2022.

The AGM resolved, in accordance with the board of directors’ proposal and approval of the auditor, that no dividend shall be paid for the financial year 2022 and that the Company’s available funds shall be carried forward to new account.  

The AGM further resolved to discharge the board of directors and the managing director from liability for the financial year 2022.

Election of board of directors and auditor

The AGM resolved, in accordance with the nomination committee’s proposal, that the board of directors shall consist of six ordinary board members without deputies.

The AGM resolved, in accordance with the nomination committee’s proposal, on re-election of the current board members Thomas Savare, Jean-Michel Guichot, Etienne Couëlle and Sorin Chiorescu and new election of Axel Lundvall and Fredrik Nikolajeff for the period until the end of the next annual general meeting. Thomas Savare was elected as the chairman of the board of directors.

The AGM further resolved, in accordance with the nomination committee’s proposal, on re-election of the registered auditing firm PricewaterhouseCoopers AB as the Company’s auditor for the period until the end of the next annual general meeting. PricewaterhouseCoopers AB has informed that Lars Kylberg will remain as auditor in charge.

Remuneration to the board of directors and auditor

The AGM resolved, in accordance with the nomination committee’s proposal, that remuneration to the board of directors shall be paid with a total of SEK 280,000 to be distributed as follows: Sorin Chiorescu and Fredrik Nikolajeff, who are not employed by the Company or François-Charles Oberthur SAS, shall receive SEK 140,000 each.  

The AGM further resolved, in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved invoice.

Principles for the appointment of the nomination committee

The AGM resolved, in accordance with the nomination committee’s proposal, on adoption of principles for the appointment of the nomination committee that shall be valid until further notice.  

Reduction of the share capital by redemption of all preference shares in accordance with the redemption clause in the articles of association

The AGM resolved, in accordance with the board of directors’ proposal, on reduction of the Company’s share capital by SEK 2,337,450.24 by redemption of all preference shares for repayment to the shareholders. The reduction of the share capital shall be carried out through mandatory redemption of all 14,609,064 outstanding preference shares in accordance with the redemption provision in the Company’s registered articles of association. The purpose of the reduction is repayment to the shareholders through payment of a preference amount to the holders of preference shares in the Company, with a total redemption amount of SEK 43,388,920.08, corresponding to SEK 2.97 per preference share. The redemption amount has been calculated in accordance with the articles of association.

Amendment of the articles of association

The AGM resolved, in accordance with the board of directors’ proposal and in the light of the resolution on reduction of the share capital, to amend the articles of association entailing that provisions regarding the preference shares are removed.

Authorization for the board of directors to resolve on issue of shares, warrants and/or convertibles

The AGM resolved, in accordance with the board of directors’ proposal, to authorize the board of directors to, on one or more occasions for the period until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve on issue of shares, warrants and/or convertibles to be paid in cash, by way of set-off and/or in kind.

Resolutions on issuance with deviation from the shareholders’ preferential rights by virtue of the authorization may not correspond to a dilution of more than 10 percent of the total number of shares outstanding at the general meeting’s resolution.

For further information, please contact:

Otto Drakenberg, CEO, +46 (0) 708 64 55 04, [email protected]

About Rolling Optics
With its roots in research at Ångström Laboratory at Uppsala University in Sweden, Rolling Optics develops, designs, produces and sells products within visual authentication. By having developed the world's most highresolution printing technology, the company has enabled the production of micro-optical images with unbeatable realistic movement and 3D effects. Rolling Optics offers micro-optical security solutions in three business areas; High Security where Rolling Optics microtechnology is integrated into documents issued by banks and authorities, such as notes, passports and ID cards; Brand Security for companies that want to protect their brands against counterfeiting and guarantee authenticity by using Rolling Optics micro-optical materials in      or on their packaging and products and Brand Identity that includes those customers who, in addition to increased security, want to use Rolling Optics micro-optical effects as a differentiation strategy when it comes to brand building and creating attention. Please visit www.rollingoptics.com. 

Rolling Optics Holding AB's share is admitted to trading on Nasdaq First North Growth Market under the ticker RO. The company's Certified Adviser is Erik Penser Bank, phone number +46 8 463 83 00, e-mail: [email protected], www.penser.se.