Renewable Ventures Nordic

REG

Right to participate in the EGM

Shareholders who wish to participate in the EGM must both be recorded as shareholders in the share register maintained by Euroclear Sweden AB on the record date on Friday, 5 December 2025 and must register for the EGM no later than on Tuesday, 9 December 2025, by email to marcus@reventures.se. The notification must state the name, personal/organisation number, shareholding, address and telephone number.

 

Proxies

Proxies and representatives of legal entities are requested to submit the original power of attorney, registration certificate and other authorisation documents to the Company well in advance of the EGM. The power of attorney and registration certificate must not be older than one year on the date of the EGM, however, the power of attorney may be valid for a maximum of five years from the date of issue if this is specifically stated. The Company provides proxy forms on the Company's website, www.reventures.se, which will be sent to shareholders who so request and provide their postal address.

 

Nominee-registered shares

In order to be entitled to participate in the EGM, shareholders who have their shares registered in the name of a nominee through a bank or other nominee must register their shares in their own name so that they are registered in the share register maintained by Euroclear Sweden AB on the record date on Friday, 5 December 2025. Such registration may be temporary (so-called voting registration) and must be requested from the nominee in accordance with the nominee's procedures and within the time limit specified by the nominee. Voting rights registrations made no later than the second banking day after 5 December 2025 will be considered in the preparation of the share register.

 

Proposed agenda

1. Opening of the meeting
2. Election of chairperson of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Verification that the meeting has been duly convened
7. Resolution on amendments to the Articles of Association
8. Resolution on an issue in kind
9. Resolution on a directed issue
10. Resolution on the number of Board members and auditors
11. Resolution on fees for Board members and auditors
12. Election of Board members and Chairman of the Board
13. Election of auditor
14. Closing of the meeting

RENEWABLE VENTURES NORDIC AB'S ACQUISITION OF XER TECH HOLDING AB

On 11 November 2025, RVN announced that it had entered into an agreement with Rex Technology Investment Pte Ltd (“RTI”), the owner of all shares in Xer Tech AB today, to acquire all, as per today, outstanding shares in Xer Tech AB (the “Transaction”). The agreement is conditional upon, among other things, the EGM resolving on the Transaction, Spotlight Stock Market approving continued listing, approval from the Swedish Inspectorate for Strategic Products (“ISP”) with regard to the Screening of Foreign Direct Investments Act, that RTI obtains an exemption from the mandatory bid obligation, and that Rex International Holding Ltd, owner of RTI, obtains the necessary approvals from Singapore Exchange Securities Trading Ltd for the Transaction and/or the shareholders' approval of the Transaction.

The commercial result of the Transaction is that RVN will change its name to Xer Tech Holding AB and continue to operate Xer Tech AB's business with Xer Tech AB as a subsidiary. RVN's previous operations will, in part, be distributed to existing shareholders and, in part, divested.

The Transaction is further conditional upon RVN resolving on a directed share issue to a number of investors who, in advance, have entered into subscription commitments to invest in RVN/Xer Tech Holding AB (provided that the Transaction is completed) and to RTI as part of the Transaction to acquire shares in Xer Tech AB that will be issued in a set-off issue in Xer Tech AB. For further information about the Transaction and the transaction structure, please see the press release dated 11 November 2025.

The Transaction is being presented for approval by the EGM. The Transaction is divided into different proposals for resolution under items 7-9 on the agenda. In order for the Transaction to be completed, the EGM must resolve in accordance with all proposals under items 7-9 in this notice, and since these items are conditional on each other, the resolutions are only valid if the EGM resolves in accordance with all of these proposals.

 

PROPOSED RESOLUTIONS

Item 7 – Resolution on amendment of the Articles of Association

The Board of Directors proposes that the EGM resolves to amend the Articles of Association as follows:

 

Current wording:

§ 1 Company name

The company name is Renewable Ventures Nordic AB (publ).

§ 2 Registered office of the Board

The Board of Directors has its registered office in Stockholm, Stockholm County.

§ 3 Operations

The company shall conduct consulting, management and investment activities through ownership of companies, securities and real estate, trade in concessions and rights in the raw materials sector, and conduct activities compatible therewith.

§ 4 Share capital
The share capital shall be no less than SEK 3,223,540 and no more than SEK 12,894,160.

§ 5 Number of shares, etc.
The number of shares shall be no less than 1,896,200 and no more than 7,584,800, all of the same class. One share carries one vote. All shares are entitled to an equal share of the company's profits.

§ 6 Board

The Board of Directors shall consist of a minimum of three and a maximum of six members, with a maximum of one deputy member. The Board of Directors shall be elected annually at the Annual General Meeting for the period until the next Annual General Meeting is held.

§ 9 General meeting

The Annual General Meeting is held annually within six (6) months of the end of each financial year. The General Meeting shall be held in Umeå, Gothenburg or Stockholm.

[…]

Proposed wording:

§ 1 Company name

The company name is Xer Tech Holding AB. The company is public (publ).

§ 2 Registered office of the Board

The Board of Directors has its registered office in Kävlinge.

§ 3 Operations

The company's main business is to conduct, either itself or through wholly or partly owned subsidiaries, the development, sale and flight operations of unmanned aerial vehicles and related activities.

§ 4 Share capital
The share capital shall be no less than SEK 85,000,000 and no more than SEK 340,000,000.

§ 5 Number of shares, etc.
The number of shares shall be no less than 50,000,000 and no more than 200,000,000, all of the same class. One share carries one vote. All shares have an equal share of the company's profits.

§ 6 Board

The Board of Directors shall consist of 3–10 members with a maximum of 10 deputies.

§ 9 General meeting

The Annual General Meeting shall be held annually within six (6) months of the end of each financial year. The General Meeting may be held in Stockholm, Gothenburg or Malmö.

[…]

In addition, editorial changes are proposed to the provisions of the Articles of Association regarding, among other things, notices and mandatory items of business at the Annual General Meeting.

The new Articles of Association in their entirety are set out in the Board's complete proposal for a resolution.

The proposed resolution to amend the Articles of Association in accordance with this item is conditional upon and presupposes that the meeting adopts the Board's proposed resolutions under items 8 and 9 below.

The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make minor adjustments to the above resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

 

For a valid decision in accordance with the present proposal, the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting is required.

Item 8 - Resolution on an issue in kind

The Board of Directors proposes that the EGM resolves on a new issue of shares against payment in kind in the form of shares in Xer Tech AB on the following main terms (the "Issue in Kind").

 

Issue amount and number of shares

The company's share capital may be increased by a maximum of SEK 57,954,545.3 through a new issue of a maximum of 34,090,909 shares.

Subscription rights

The right to subscribe for the shares shall be exclusively granted to the shareholders of Xer Tech AB. The new shares will be allocated to the shareholders in proportion to their pro rata share in Xer Tech AB.

 

Contribution in kind

Payment for subscribed shares shall be made through the contribution of non-cash consideration consisting of assets in accordance with the Board of Directors' report on the non-cash consideration. Based on an estimated consideration for the non-cash consideration of SEK 149,999,999.6, the subscription price amounts to SEK 4.40 per share. However, the final value at which the contribution in kind will be recognized in the Company's balance sheet will – in accordance with applicable accounting rules – be finally determined based on the share price of the Company's shares at the so-called transaction date and may therefore deviate from the estimated value.

 

Subscription and payment

Subscription for the newly issued shares shall be made on a separate subscription list no later than 31 January 2026. Payment by way of contribution in kind for the subscribed shares shall be made in connection with the allocation of the shares, but no later than 31 January 2026. The share premium shall be allocated to the free share premium reserve. 

 

The Board of Directors has the right to extend the subscription period and the payment period.

 

Dividend rights

The new shares shall carry the right to dividends for the first time on the record date for dividends that occurs immediately after the new issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.

 

RTI's shareholding in the Company after the Issue in Kind and the Directed Issue

Following the Issue in Kind pursuant to this item 8 and the Directed Issue pursuant to item 9 below, provided that the EGM resolves on the Issue in Kind and the Directed Issue, RTI will achieve a shareholding in the Company representing at least three-tenths (3/10) of the voting rights for all shares in the Company. According to Rule III.1 of the Takeover Rules for Certain Trading Platforms issued by Stock Market Self-Regulation Committee, RTI is in such case obliged to immediately disclose the size of its shareholding and, within four weeks thereafter, submit a public takeover bid for the remaining shares in the Company (a so-called mandatory bid).

 

RTI will submit an application to the Swedish Securities Council for exemption from the mandatory bid obligation. In light of the Swedish Securities Council's practice regarding exemptions from the mandatory bid obligation, RTI and the Company are aware that the Swedish Securities Council will impose the following requirements for granting an exemption from the mandatory bid obligation: (i) The Company informs its shareholders of the size of the capital and voting rights in the Company that RTI may obtain through the Issue in Kind and the Directed issue, and (ii) the EGM 's resolution on the Issue in Kind and the Directed Issue is supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting, whereby the EGM shall disregard the shares and votes held and cast by RTI, respectively.

 

If the EGM approves the Issue in Kind and the Directed Issue and the other conditions for the Transaction are met, RTI's shareholding in the Company will represent approximately 50.1 per cent of the shares and votes on a fully diluted basis, i.e. including all warrants in the Company, which amount to a total of 380,000 warrants, and approximately 50.4 per cent of the number of shares in the Company excluding outstanding warrants in the Company.

 

Majority requirement

In light of the above, a valid resolution on the Issue in Kind and the Directed Issue pursuant to item 9 below requires that the resolution be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the EGM, whereby the Company shall disregard the shares and votes held and cast by RTI, respectively.  It is noted that, as of the date of this notice, RTI does not hold any shares in the Company and will not hold any shares in the Company at the time of the EGM's resolution on the Issue in Kind and the Directed Issue.

 

Documents pursuant to Chapter 13, Section 6 and Chapter 13, Section 7 of the Swedish Companies Act have been prepared and are available at the Company.

 

The resolution is conditional upon the EGM resolving to amend the articles of association in accordance with item 7 above. Furthermore, the resolution is conditional upon the EGM resolving on the Directed Issue in accordance with item 9 below.

 

The allocation is conditional upon the Swedish Inspectorate for Strategic Products (ISP) approving the Issue in Kind in accordance with the Screening of Foreign Direct Investments Act (2023:560), or alternatively, it being determined that the ISP does not have the authority to prevent the transaction in any way.

 

The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

 

Item 9 – Resolution on a directed issue

The Board of Directors proposes that the EGM resolves on a directed new issue of shares with payment in cash on the following main terms (the "Directed Issue"). 

 

Issue amount and number of shares

The Company's share capital may be increased by a maximum of SEK 30,909,090.6 through a new issue of a maximum of 18,181,818 shares.

 

Subscription rights

The right to subscribe for the shares shall be granted to a number of investors who, in advance, have entered into subscription commitments to invest in RVN/Xer Tech Holding AB, provided that the Transaction is completed, as well as to RTI. The reason for the deviation from the shareholders' preferential rights is to, as part of the Transaction, raise capital in RVN/Xer Tech Holding AB for the continued development and operation of the new group after the Transaction has been completed.

 

Subscription and payment

Subscription for the newly issued shares shall be made on a separate subscription list no later than 31 January 2026. Payment for subscribed shares shall be made to an account designated by the Company no later than three banking days after the distribution of the contract note stating the allocation, but no later than 31 January 2026. It is noted that the Board of Directors has the right to allow payment for the shares through set-off of claims in accordance with Chapter 13, Section 41 of the Companies Act.

 

The Board of Directors has the right to extend the subscription period and the payment period.

 

Subscription price

The subscription price per share is SEK 4.40. The subscription price has been determined in consultation with Stockholm Corporate Finance with reference to prevailing market conditions. The share premium shall be allocated to the free share premium reserve. 

 

Dividend rights

The new shares shall carry the right to dividends for the first time on the record date for dividends that occurs immediately after the new issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.

 

Other

Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act have been prepared and are available at the Company.

 

The resolution is conditional upon the EGM resolving to amend the Articles of Association in accordance with item 7 above. Furthermore, the resolution is conditional upon the EGM resolving on the Issue in Kind in accordance with item 8 above.

 

The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make minor adjustments to the above decisions that may prove necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

For a valid resolution in accordance with the present proposal, the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting is required.

For further information on the requirements for a valid resolution in accordance with the present proposal, please refer to "RTI's shareholding in the Company after the Issue in Kind and the Directed Issue" under item 8 above.

 

Major shareholders' proposal for resolutions

The Company's largest shareholder, Investment AB Spiltan, in consultation with the future principal owners of RVN/Xer Tech Holding AB, following the completion of the acquisition of Xer Tech AB, has prepared the proposals for resolutions set out in items 10-13 below.

 

Item 10 – Resolution on the number of Board members and auditors

It is proposed that the Board of Directors shall consist of three (3) ordinary members without deputies.

 

It is further proposed that the Company shall have a registered auditing firm as its auditor.

 

Item 11 – Resolution on fees for Board members and auditors

It is proposed that fees to the members of the Board of Directors shall amount to a total of SEK 550,000, of which SEK 250,000 shall be paid to the Chairman of the Board and SEK 150,000 to each of the other members, adjusted pro rata based on the time from the election until the 2026 Annual General Meeting.

 

It is proposed that fees to the Company's auditor be paid in accordance with approved invoice.

 

Item 12 – Election of Board members and Chairman of the Board

It is proposed that John d'Abo, Svein Kjellesvik and Martin Lidgren are elected as ordinary Board members for the period until the end of the next Annual General Meeting, and that John d'Abo is elected as Chairman of the Board for the period until the end of the next Annual General Meeting.

 

Item 13 – Election of auditor

It is proposed that BDO Sweden AB is elected as the Company's auditor for the period until the end of the next Annual General Meeting. BDO Sweden AB has announced that, if BDO Sweden AB is elected as the Company's auditor, Filip Lundberg will be appointed as the auditor in charge.

 

Other information and documents

Complete proposals for resolutions and other documents in accordance with the Swedish Companies Act will be made available to shareholders at the Company's office at Stureplan 3 in Stockholm and on the Company's website, renventures.se, no later than two (2) weeks prior to the EGM. The documents will also be sent to shareholders who request them and provide their postal address. 

 

Shareholders have the right to request that the Board of Directors and the Chief Executive Officer provide information in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

 

Processing of personal data

In connection with registration for the EGM, the Company will process the personal data requested above regarding shareholders. The personal data collected from the share register, the notification of participation in the EGM and information about proxies and assistants will be used for registration, preparing the voting list for the EGM and, where applicable, the minutes of the meeting. The personal data will only be used for the EGM.

 

For further information about the Company's processing of personal data in connection with the EGM, please see the general privacy policy for general meetings
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 

The Company has 6,320,667 shares and votes.

 

Stockholm, November 2025

RENEWABLE VENTURES NORDIC AB (PUBL)

The Board