RVRC
Notice of Extraordinary General Meeting in RVRC Holding AB (publ)
The shareholders of RVRC Holding AB (publ), reg. no. 559129-4623, are invited to attend the Extraordinary General Meeting (the “EGM”) to be held on 30 August 2023 at 3 p.m. CEST, at the company’s head office, Nils Jakobsonsgatan 5D, 504 30 Borås, Sweden. Admission and registration for the EGM will begin at 2.30 p.m. CEST.
The Board of Directors has resolved, in accordance with the provisions of the company’s Articles of Association, that shareholders may also exercise their voting rights by postal voting.
Right to attend and notification
A) ATTENDING THE MEETING VENUE
A person who wishes to attend the meeting venue in person or by proxy must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 22 August 2023; and
- give notice of its participation no later than on 24 August 2023 by mail to RVRC Holding AB (publ) “EGM 2023”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, by phone +46 8‑402 91 33, by email to GeneralMeetingService@euroclear.com or through the company’s website, https://corporate.revolutionrace.com/en/. The notification shall include name/business name, personal or corporate identity number, address, telephone number and number of any assistants (not more than two).
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the proxy. Proxy forms are available on the company’s website, https://corporate.revolutionrace.com/en/. 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 corresponding authorisation document, must be attached. In order to facilitate the registration at the EGM, the power of attorney together with any registration certificate or other authorisation documents should be received by the company at the address set out above in connection with the notice of participation.
B) PARTICIPATION BY POSTAL VOTING
A person who wishes to participate in the EGM by postal voting must
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 22 August 2023; and
- give notice of its participation no later than on 24 August 2023, by submitting its postal vote in accordance with the instructions below, so that the postal vote is received by Euroclear Sweden AB no later than that day.
A shareholder who wishes to attend the meeting venue in person or by proxy, must give notice of this in accordance with A) above. Hence, a notice of participation only through postal voting is not sufficient for a person who wishes to attend the meeting venue.
A special form shall be used for postal voting. The form is available on the company’s website, https://corporate.revolutionrace.com/en/. The completed and signed postal voting form may be sent by mail to RVRC Holding AB (publ), “EGM 2023”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, Sweden, or by email to GeneralMeetingService@euroclear.com (state “RVRC Holding AB (publ) – postal voting” in the subject line). The completed and signed form shall be received by Euroclear Sweden AB no later than 24 August 2023. Shareholders may 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 24 August 2023.
A shareholder may not provide special instructions or conditions in the voting form. If so, the postal vote (in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
If a shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company’s website, https://corporate.revolutionrace.com/en/. 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 corresponding authorisation document, must be attached to the form.
NOMINEE-REGISTERED SHARES
In order to be entitled to participate in the EGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of its participation in the EGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 22 August 2023. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time decided by the nominee. Voting rights registrations that have been made by the nominee no later than 24 August 2023 will be taken into account in the presentation of the share register.
Proposal for agenda
- Opening of the EGM
- Election of Chairperson of the EGM
- Preparation and approval of the voting list
- Approval of the agenda
- Election of persons to verify the minutes
- Determination of whether the EGM has been duly convened
- Determination of the number of Board members
- Determination of fees to the Board members
- Election of new Board member
- Closing of the EGM
Proposal for Chairperson of the EGM (item 2)
The Nomination Committee, consisting of the Chairperson Øistein Widding (appointed by Altor Fund IV (No.1) AB and Altor Fund IV (No.2) AB), Peter Algar (appointed by Nyrensten Global Holding AB), Caroline Sjösten (appointed by Swedbank Robur Fonder AB) and the Chairperson of the Board, Andreas Källström Säfweräng, proposes that the attorney Aleksander Ivarsson is elected as Chairperson of the EGM.
Proposal for preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the company, based on the EGM register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Proposal for the number of Board members (item 7)
The Nomination Committee proposes that the number of Board members shall be six (without deputies).
Proposal for fees to the Board members (item 8)
The Nomination Committee proposes that the annual fees per Board member (including remuneration for Committee work), as resolved by the Annual General Meeting on 10 November 2022, shall continue to apply. Fees (including fees for committee work) are to be paid to the incoming Board member pro rata in relation to the Board member’s actual duty period compared to the whole period from the Annual General Meeting 2022 until the end of the next Annual General Meeting.
Proposal for election of new Board member (item 9)
The Nomination Committee proposes that Sara Diez Jauregui shall be elected as new Board member until the end of the next Annual General Meeting.
Information about the Board member proposed for new election is set out below.
Sara Diez Jauregui, born 1975, holds a Master’s degree in International Business, Trade and Commerce from ESIC Business & Marketing School in Madrid. She is currently Vice President of Women’s Category and Private Labels with group responsibility for sustainability, diversity and inclusion at Zalando and has more than 20 years of senior management experience in the fashion, sports retail and digital platforms industries for worldwide leading companies, such as Zara (Inditex), Nike and Zalando. Sara Diez Jauregui does not hold any shares in RevolutionRace. Sara Diez Jauregui is considered to be independent in relation to the company, the executive management and the company’s major shareholders.
Available documentation
Proxy form, postal voting form and the Nomination Committee’s proposal and reasoned statement are available on the company’s website, https://corporate.revolutionrace.com/en.
The documents will be sent free of charge to shareholders who so request and state their address.
Number of shares and votes in the company
At the time of this notice, the total number of shares and votes in the company amounts to 112,918,918. The company does not hold any own shares.
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.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Borås in August 2023
RVRC Holding AB (publ)
The Board of Directors
Datum | 2023-08-03, kl 08:45 |
Källa | MFN |
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