Notice of Extraordinary General Meeting in Rolling Optics Holding AB (publ)
At the request of François-Charles Oberthur SAS (”FCO”), which, as a result of the public offer to the shareholders of Rolling Optics Holding AB (publ), reg. no. 556056-5151, (“Rolling Optics” or the “Company”), holds approximately 65 per cent of the total number of shares and votes in Rolling Optics, the shareholders of Rolling Optics are hereby invited to the Extraordinary General Meeting on Monday, 6 March 2032, at 14:00 CET, at the Company’s offices at Solna Strandväg 3, Solna. Registration for the meeting will commence at 13:30 CET.
RIGHT TO PARTICIPATE
Shareholders who wish to participate at the Extraordinary General Meeting must:
(i) both be recorded as shareholders in the share register kept by Euroclear Sweden AB on the record date of Friday, 24 February 2023; and
(ii) not later than on Tuesday, 28 February 2023, have notified their attendance and possible advisors to the Company, either in writing to Rolling Optics Holding AB (publ), Solna Strandväg 3, SE- 171 54 Solna, Sweden or via e-mail to fredrik.isaksson@rollingoptics.com.
The notification shall include full name, personal/corporate identity number, address, daytime telephone number, holding of shares and, when applicable, information regarding deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, certificates of registration and other documents of authority.
Personal data regarding shareholders obtained from the share register, the notification of attendance at the meeting and data regarding deputies, proxies and advisors, will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For information on how your personal data is processed in connection with the General Meeting, see the privacy policy on Euroclear Sweden AB's website,
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
NOMINEE REGISTERED SHARES
To be entitled to participate in the meeting a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is registered in the share register on the record date of Friday, 24 February 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than on Tuesday, 28 February 2023 will be considered in the preparation of the share register.
PROXIES
Shareholders' rights at the meeting may be exercised by a proxy. The power of attorney must be in writing, dated and signed and may not be more than five years old. The original version of the power of attorney shall be presented at the meeting. Proxies for legal entities must also be accompanied by a certificate of incorporation or equivalent document verifying authority. To facilitate registration, a copy of the power of attorney and other authorizing documents should be attached to the notification of the meeting. Proxy forms are available on the company's website www.rollingoptics.com and are sent by post to shareholders who request it and provide their postal address.
PROPOSED AGENDA
- Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of voting list.
- Approval of the proposed agenda.
- Election of one or two persons to approve the minutes.
- Determination as to whether the meeting has been duly convened.
- Determination of the number of board members.
- Election of new board members.
- Determination of remuneration to newly elected board members.
- Resolution regarding authorization for the board to issue new shares, warrants and/or convertibles.
- Closing of the meeting.
FCO’S PROPOSALS FOR RESOLUTIONS WITH RESPECT TO ITEMS 7-10 ON THE AGENDA
Item 7. Determination of the number of board members.
FCO proposes that the board of directors shall consist of nine (9) ordinary board members.
Item 8. Election of new board members.
FCO proposes that Thomas Savare, Etienne Couëlle, Jean-Michel Guichot, Claudia Volken Naveos and Michel Pays are elected as new board members for the period until the end of the next annual general meeting.
Provided that the extraordinary general meeting resolves to elect Thomas Savare, Etienne Couëlle, Jean-Michel Guichot, Claudia Volken Naveos and Michel Pays as new board members, the board of directors will consist of Johan Stern (chairman), Sorin Chiorescu, Otto Drakenberg, Anne Årneby, Thomas Savare, Etienne Couëlle, Jean-Michel Guichot, Claudia Volken Naveos and Michel Pays.
Information about the persons proposed to be elected as board members
Thomas Savare, born in 1967
Education and work experience: Owner and CEO of François-Charles Oberthur Group, graduated from Ecole Centrale Paris in 1991.
Other board assignments: Chairman of the boards of OBERTHUR CASH PROTECTION SA, and of Oberthur Fiduciaire AD (Bulgaria), CEO of Oberthur Fiduciaire SAS and VHP SECURITY PAPER BV (the Netherlands).
Etienne Couëlle, born in 1965
Education and work experience: Managing Director of Oberthur Fiduciaire and VHP Security Paper since 2021. Before CEO of Synlab France and member of the Executive Committee of Synlab Group, COO of Labco Group, Senior Investment Director at 3i, Managing Director of Oberthur Cash Protection, CEO of Oberthur Gaming Technologies, EVP of Oberthur Smart Cards USA, Industrial Director of Oberthur Fiduciaire, Manager Strategic Planning & Performance Management at KPMG Peat Marwick Consultants. Graduated from ESIEA and CENTRALE-SUPELEC engineering schools in Applied Mathematics and Industrial Management.
Other board assignments: Member of the Boards of Oberthur Fiduciaire AD (Bulgaria) and VHP SECURITY PAPER BV (the Netherlands).
Jean-Michel Guichot, born in 1966
Education and work experience: Managing Director Finance of François-Charles Oberthur SAS Group since 2011, graduated from HEC, Paris in 1989.
Other board assignments: Member of the Boards of Oberthur Cash Protection SA and OF AD, (Bulgaria), Chairman of the Supervisory Board of VHP SECURITY PAPER BV (the Netherlands).
Claudia Volken Naveos, born in 1976
Education and work experience: Group General Counsel of the François-Charles Oberthur Group since 2012, before Lawyer at Taj Law Firm (Deloitte), graduated from University Panthéon - Assas, Paris II and University of Fribourg, Switzerland, Post-graduate degree (DESS) in European Business law, University of Panthéon - Assas, Paris II in 2003.
Other board assignments: Member of the Supervisory Board of VHP SECURITY PAPER BV (the Netherlands).
Michel Pays, born in 1961
Education and work experience: With the Oberthur Fiduciaire Group in various key positions since 1988, current position is Technical Officer of Oberthur Fiduciaire Group, graduated from French Engineer Printing School (EFPG Grenoble) in 1986.
Other board assignments: None.
Information regarding the current board members can be found on www.rollingoptics.com.
Item 9. Determination of remuneration to newly elected board members.
FCO proposes that the board members that are proposed to be newly elected shall not receive any remuneration for the board assignment.
Item 10. Resolution regarding authorization for the board to issue new shares, warrants and/or convertibles.
FCO proposes that the meeting resolves on an authorization for the board of directors to, during the period until the end of the next annual general meeting, on one or several occasions resolve upon issuance of new shares, warrants and/or convertibles to be paid in cash, by way of set-off and/or in kind. Shares, warrants and convertibles may be issued without preferential rights for the shareholders of the Company. 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.
The board of directors or the person appointed by the board of directors shall be entitled to make the minor adjustments of the decision required in connection with the registration thereof.
For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.
SHAREHOLDERS’ RIGHT TO DEMAND INFORMATION
The board of directors and the managing director shall, if any shareholder so requests and the board of directors deems that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda or the Company’s relations with another company in the group.
Please note that this is a translation for information purposes only. In case of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
Solna, February 2023
ROLLING OPTICS HOLDING AB (PUBL)
The board of directors
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 high-resolution 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: certifidadviser@penser.se, www.penser.se.