NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING 2023 (the “Meeting”) of Raketech Group Holding p.l.c., company registration number C 77421 (the “Company” or “RGH”), will be held on 24 November 2023, at 12.00pm (CET) at the premises of Hilton Hotel, Vjal Portomaso St Julian's PTM, 01, Malta.
Attendance and voting
- To be entitled to attend and vote at the Meeting (and for the Company to be able to determine the number of votes that may be cast), shareholders must be entered in the register of members maintained by Euroclear Sweden AB on 25 October 2023.
- Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name in the register of members maintained by Euroclear Sweden AB in order to be entitled to attend and vote at the Meeting. Such registration must be effected on 25 October 2023. Shareholders must therefore instruct their nominees well in advance thereof.
- To be entitled to attend and vote at the Meeting, shareholders must notify the Company of their intention to participate by mail to Raketech Group Holding P.L.C. c/o Euroclear Sweden AB, Box 191, SE-10123 Stockholm, Sweden, by phone +46(0)8-401 43 10 (during the office hours of Euroclear Sweden AB) or by email at [email protected] by no later than 11:59 p.m. (CET) on 25 October 2023. Such notification should include the shareholder’s name, personal identification number/company registration number (or similar), address and daytime telephone number, number of shares in the Company, as well as, if applicable, details of proxies. See below for information on the processing of personal data.
- A shareholder, who is entitled to attend and vote at the Meeting, is also entitled to appoint one or more proxies to attend and vote on such shareholder’s behalf. A proxy does not need to be a shareholder. The appointment of a proxy must be in writing and its form must comply with article 88 of the Articles and:
- where the shareholder is an individual, be signed by him/her; or
- where the shareholder is a corporation, be signed by a duly authorised officer of the corporation.
- A proxy form is available on the Company’s website: www.raketech.com/governance/general- meetings. Proxy forms must clearly indicate whether the proxy is to vote as she/he wishes or in accordance with the voting instructions sheet attached to the proxy form.
- The original signed proxy form and, where the shareholder is a corporation a certificate of registration or similar evidencing the signatory right of the officer signing the proxy form, must be received no later than 11:59 p.m. (CET) on 25 October 2023 by Euroclear Sweden AB at Raketech Group Holding P.L.C., c/o Euroclear Sweden AB, Box 191, SE-10123 Stockholm, Sweden or by email at [email protected]. In default of such timely receipt the proxy will not be treated as valid. Shareholders are, therefore, encouraged to send or deliver their proxy forms (and, if applicable copies of certificates of registration or similar) as soon as possible.
- Aggregated attendance notifications and proxy data processed by Euroclear Sweden AB must be received by the Company by email at [email protected] not less than 24 hours before the time appointed for the Meeting and in default shall not be treated as valid.
Right to Ask Questions
- Each shareholder (or proxy holder) shall have the right to ask questions which are pertinent and related to items on the Agenda of the Meeting to the Company Secretary by e-mail to [email protected] by not later than 11:59 p.m. (CET) on 17 November 2023. An answer to a question shall not be required in those cases specified in article 85 of the Articles (a copy of which is available on the Company’s website).
• In accordance with article 65 of the Articles, a shareholder holding not less than 5% of the voting issued share capital of the Company may: (a) request the Company to include items on the agenda of the Meeting, provided that each item is accompanied by a justification or a draft resolution to be adopted at the Meeting; and/or (b) table draft resolutions for items included in the agenda of the Meeting. A notice to this effect was uploaded onto the Company’s website on the 22 September 2023.
- In accordance with article 66 of the Articles, the request to put items on the agenda of the Meeting and the tabling of the draft resolutions are to be submitted to and received by the Company in hard copy form or in electronic form (at [email protected]) by not later than 9 October 2023 and are to be authenticated by the person/s making it. The Company shall not be obliged to entertain any requests by shareholders made after 9 October 2023.
- The Company will have the sole discretion of determining whether any proposals submitted by shareholders have been properly submitted and, should any proposal require a modification to the agenda of the Meeting (as set out below), the Company shall make available a revised agenda on its website, together with updated proxy forms and voting instructions (if any), as soon as possible. Shareholders are therefore encouraged to check the Company's website after the above-mentioned deadline to check whether there have been any changes to the agenda and to ensure that they will be submitting the latest proxy forms and voting instructions.
- Opening of the Meeting
- Election of Chairman of the Meeting
- Drawing up and approval of the voting list
- Election of one or two persons to approve the minutes of the Meeting
- Approval of the agenda
- Determination whether the Meeting has been duly convened
- Acknowledgement of the resignation of Mr. Pierre Cadena and Mr. Johan Svensson as directors and legal and judicial representatives of the Company
Special business (ordinary resolutions)
1 Resolution on the appointment of Ms. Marina Andersson and Mr. Patrick Jonker as directors and legal and judicial representatives of the Company.
Information on resolution proposals
Agenda item 8; Resolution on the appointment of Ms. Marina Andersson and Mr. Patrick Jonker as directors and legal and judicial representatives of the Company
Following the resignations of Mr. Pierre Cadena and Mr. Johan Svensson with effect from 9 October 2023 and the date of the Meeting, respectively, the Board of Directors is composed of Mr. Ulrik Bengtsson, Ms. Clare Boynton and Mr. Erik Skarp. The Nomination Committee proposes to appoint (as replacements for Mr. Cadena and Mr. Svensson) Ms. Marina Andersson and Mr. Patrick Jonker as additional members of the Board of the Directors of the Company for the period until the end of the next annual general meeting.
Information on the existing Board members is available at https://raketech.com/corporate-governance/
The Company has 42,495,314 shares issued as of the date of this Notice (one vote per share).
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For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor- engelska.pdf.
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Malta, 10 October 2023
RAKETECH GROUP HOLDING P.L.C.
The Board of Directors