The shareholders of RVRC Holding AB (publ), reg. no. 559129-4623, (“RVRC”) are invited to attend the Annual General Meeting (the “AGM”) to be held on 26 November 2026 at 10 a.m. CET, at Astern Mat och Möten, Kyrkängsgatan 8, 503 38 Borås, Sweden. Admission and registration for the AGM will begin at 9 a.m. CET.
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
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 presented. In order to facilitate the registration at the AGM, 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 AGM by postal voting must
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), “AGM 2026”, c/o Euroclear Nordics 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 Nordics AB no later than 20 November 2026. Shareholders may also submit their postal votes electronically by verification with BankID via Euroclear Nordics AB’s website https://www.euroclear.com/sweden/generalmeetings/. Such electronic votes must be submitted no later than 20 November 2026.
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 AGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of its participation in the AGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 18 November 2026. 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 20 November 2026 will be taken into account in the presentation of the share register.
Proposal for agenda
1. Opening of the AGM
2. Election of Chairperson of the AGM
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of persons to verify the minutes
6. Determination of whether the AGM has been duly convened
7. Presentation of the annual report and the auditor report and the consolidated accounts and the group audit report as well as the auditor’s report on the group’s sustainability report
8. Presentation by the CEO
9. Resolution on
a. the adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
b. the allocation of the company’s result in accordance with the adopted balance sheet and record date for dividend; and
c. the discharge from liability of the Board members and the CEO
10. Determination of
a. the number of Board members; and
b. the number of auditors
11. Determination of
a. fees to the Board members; and
b. fees to the auditor
12. Election of the Board of Directors and the Chairperson of the Board
a. Sara Diez Jauregui (re-election)
b. Cecilie Elde (re-election)
c. Alexander Martensen-Larsen (re-election)
d. Ben Ryan (re-election)
e. David Thörewik (re-election)
f. Alexander Martensen-Larsen as Chairperson of the Board (re-election)
13. Election of auditor
14. Resolution on instructions for the appointment of the Nomination Committee and its work
15. Resolution on approval of remuneration report
16. Resolution on authorisation for the Board of Directors to resolve on new issues
17. Resolution on authorisation for the Board of Directors to resolve on acquisition and transfer of own shares
18. Resolution on (A) reduction of the share capital with cancellation of repurchased own shares and (B) increase of the share capital through a bonus issue without issuance of new shares
19. Resolution on (A) implementation of a Performance Share Plan (PSP 2026), (B) hedging measures through transfer of own shares to participants, or (C) alternative hedging measures through an equity swap agreement
20. Resolution on amendments of the Articles of Association, including the change of the company’s financial year and change of business name
21. Closing of the AGM
Proposal for Chairperson of the AGM (item 2)
The Nomination Committee ahead of the AGM 2026 has consisted of Hugo Rönneskog (appointed by Pernilla and Niclas Nyrensten through Nyrensten Global Holding AB), Staffan Ringvall (appointed by Handelsbanken Fonder AB) and Caroline Sjösten (appointed by Swedbank Robur Fonder AB). Alexander Martensen-Larsen (Chairperson of the Board) has been adjunct to the Nomination Committee. Hugo Rönneskog has been the Chairperson of the Nomination Committee.
The Nomination Committee proposes that the attorney Aleksander Ivarsson is elected as Chairperson of the AGM.
Preparation and approval of the voting register (item 3)
The voting list proposed for approval is the voting list drawn up by Euroclear Nordics AB on behalf of the company, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Proposal for allocation of the company’s result and record date for dividend (item 9b)
The Board of Directors proposes a dividend of SEK 1.50 per share.
As record date for the dividend, the Board of Directors proposes 30 November 2026. Should the AGM resolve in accordance with the proposal, the dividend is expected to be distributed by Euroclear Nordics AB on 3 December 2026.
Proposal for the number of Board members and the number of auditors (item 10a-b)
The Nomination Committee proposes that the number of Board members shall be five (without deputies) and that the number of auditors shall be one (without deputies).
Proposal for fees to the Board members and fees to the auditor (item 11a-b)
The Nomination Committee proposes that Board fees, excluding remuneration for Committee work, shall be paid with SEK 800,000 (750,000) to the Chairperson and SEK 350,000 (335,000) to each of the other Board members elected by the General Meeting. Work in the Audit Committee shall be compensated with SEK 150,000 (140,000) to the Chairperson and SEK 80,000 (75,000) to each of the other members. Work in the Remuneration Committee shall be compensated with SEK 80,000 (75,000) to the Chairperson and SEK 50,000 (45,000) to each of the other members.
If the AGM resolves, in accordance with the Board of Directors’ proposal under item 20 on the agenda, to change the financial year to the calendar year, the current financial year will comprise 18 months, in which case the fees shall be adjusted upwards and multiplied by eighteen-twelfths (18/12).
In addition to the remuneration proposed above the Nomination Committee proposes that, for each physical meeting of the Board held in Sweden, a meeting fee of EUR 2,000 shall be paid to the members of the Board that reside in Europe outside the Nordics. The proposal is motivated by the additional time that travelling will mean for members of the Board that reside outside the Nordics.
The Nomination Committee proposes that the auditor’s fee shall be paid according to approved invoice.
Proposal for the Board of Directors and the Chairperson of the Board (item 12a-f)
The Nomination Committee proposes that the current Board members Sara Diez Jauregui, Cecilie Elde, Alexander Martensen-Larsen, Ben Ryan and David Thörewik shall be re‑elected as Board members. The Nomination Committee further proposes that Alexander Martensen-Larsen shall be re-elected as Chairperson of the Board. Information about all Board members proposed for re-election is available on the company’s website, https://corporate.revolutionrace.com/en/.
Proposal for auditor (item 13)
In accordance with the Audit Committee’s recommendation, the Nomination Committee proposes re-election of the registered audit firm Ernst & Young AB as RVRC’s auditor until the end of the next AGM (it being noted that, if the AGM resolves to extend the financial year in accordance with the Board of Directors’ proposal under item 20 on the agenda, the next AGM will be held in 2028). Ernst & Young AB has informed that the authorised public accountant Malin Ekman Lorentzon will be the auditor in charge should Ernst & Young AB be elected as auditor by the AGM.
Proposal regarding instructions for the appointment of the Nomination Committee and its work (item 14)
The Nomination Committee proposes that the AGM resolves on amended instructions for the appointment of the Nomination Committee and its work in accordance with below. The reason for the Nomination Committee’s proposal is the Board of Directors’ proposal to change the company’s financial year, whereby the Nomination Committee shall instead be composed of shareholders as of the last banking day in August each year, instead of the last banking day in March each year. The instructions are otherwise unchanged.
The Nomination Committee of the company shall be composed of the representatives of the three largest shareholders in terms of voting rights, as of the last banking day in August each year. The chairperson of the board is responsible to convene the Nomination Committee, and shall also be adjunct to the Nomination Committee. The member representing the largest shareholder in terms of voting rights shall be appointed chairperson of the Nomination Committee, unless otherwise agreed amongst the committee members. The composition of the Nomination Committee shall be posted on the company’s website without undue delay.
In the event that shareholders will decline to appoint a member to the Nomination Committee, the next in turn largest shareholder(s) shall be asked to appoint a member to the committee. If before the Nomination Committee has presented its proposals, a shareholder who has appointed a representative to the Nomination Committee is no longer among the largest shareholders, the representative appointed by such shareholder shall resign and, if the Nomination Committee finds it appropriate, the next in turn largest shareholder(s) shall be asked to appoint a member to the committee. Should for other reasons a member of the Nomination Committee resign before its work is completed and if the Nomination Committee finds it appropriate, the appointing shareholder shall be asked to replace the resigning member, or if declined, the largest shareholder(s) in turn shall be asked to appoint a new member to the committee. Changes in the composition of the Nomination Committee shall be posted on the company’s website without undue delay.
The term of the Nomination Committee ends when the composition of the subsequent Nomination Committee has been announced.
No remuneration shall be paid to the members of the Nomination Committee. However, the company shall pay any reasonable and necessary out-of-pocket expenses that the Nomination Committee may incur in its work.
The tasks and instructions of the Nomination Committee follows from the Swedish Code of Corporate Governance. More specifically, the Nomination Committee shall prepare proposals in the following matters to be submitted to the general meeting, as relevant: (i) chairperson at the general meeting, (ii) board of directors, (iii) chairperson of the board of directors, (iv) auditor, (v) remuneration to the board of directors divided between the chairperson and the other directors as well as remuneration for committee work, (vi) remuneration to the company's auditor and, (vii) changes, if any, to the instructions for the Nomination Committee.
This instruction shall apply until further notice.
The resolution under this item 14 is conditional on the AGM resolving to amend the company’s Articles of Association in accordance with the Board of Directors’ proposal under item 20 on the agenda.
Proposal for authorisation for the Board of Directors to resolve on new issues (item 16)
The Board of Directors of RVRC proposes that the AGM 2026 resolves to authorise the Board of Directors, within the scope of the articles of association, on one or several occasions, during the period until the next AGM, to resolve on issues of shares, subscription warrants and/or convertible bonds, with or without deviation from the shareholders’ preferential right.
Such resolution on issues can be made with provisions of subscription by contribution in kind, by set-off or against cash payment. The number of shares to be issued by way of a new share issue, exercise of subscription warrants or conversion of convertible bonds may not exceed ten (10) per cent of the registered share capital at the time of the AGM 2026.
The purpose of the authorisation is to increase the company’s financial flexibility and the reason for any deviation from the shareholders’ preferential right is to enable issues of shares as payment in connection with company acquisitions or to enable the company to raise capital in a time efficient manner and/or to complement the shareholder base with investors of strategic significance for the company.
Shares, issued based on the authorisation with deviation from the shareholder’s preferential rights, shall be issued on market terms. The Board of Directors shall be entitled to determine other terms for the issues.
The Board of Directors, the CEO or a person appointed by one of them shall be entitled to make any minor adjustments to the above decision that might be required in connection with registration with the Swedish Company Registration Office.
Majority requirements
In order for the AGM’s resolution in accordance with the Board of Directors’ proposal as set out above to be valid, the resolution requires approval of at least two thirds of the votes cast and the shares represented at the AGM.
Proposal for authorisation for the Board of Directors to resolve on acquisition and transfer of own shares (item 17)
The Board of Directors of RVRC proposes that the AGM 2026 authorises the Board of Directors to resolve upon acquisition of the company’s own shares according to the following terms: (i) acquisition of shares may take place on Nasdaq Stockholm and in accordance with Nasdaq Stockholm’s Rule Book for Issuers on the Main Market; (ii) acquisition of shares may take place on one or several occasions during the period up to the next AGM; (iii) acquisition of shares may only be made so that the company’s holding at any given time does not exceed ten (10) percent of all shares in the company; (iv) acquisition of shares shall be made with due observance of the price limitations set out in Nasdaq Stockholm’s Rule Book for Issuers on the Main Market, meaning that shares may not be acquired at a price higher than the highest of (a) the price of the most recent independent trade and (b) the highest current independent purchase bid on the trading venue where the purchase is carried out. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made; and (v) payment for acquired shares shall be made in cash.
Furthermore, the Board of Directors proposes that the AGM authorises the Board of Directors to resolve upon transfer of the company’s own shares according to the following terms: (i) transfer of shares may take place on Nasdaq Stockholm or in connection with acquisition of companies or businesses, on market terms, (ii) transfer of shares may take place on one or several occasions during the time up to the next AGM, (iii) the maximum number of shares to be transferred may not exceed the number of shares held by the company at the time of the Board of Directors’ resolution, (iv) transfer of shares shall be made at a price which falls within the prevailing price range registered on Nasdaq Stockholm at each point in time, meaning the range between the highest purchase price and the lowest selling price, and (v) payment for transferred shares may be made in other forms than cash. The authorisation includes the right to resolve on deviation from the shareholders’ preferential right.
The purpose of the proposed authorisations is to (a) allow the Board of Directors to adjust the company’s capital structure, to contribute to shareholder value, (b) be able to exploit attractive acquisition opportunities by fully or partly financing future acquisitions with the company’s own shares and (c) facilitate the delivery of shares to participants in PSP 2026 and secure any payments of future social security contributions related to PSP 2026, whereby repurchased shares may be transferred in accordance with the transfer resolution under the incentive program. At the time of this proposal, the company holds 204,343 own shares, corresponding to approximately 0.19% of the company’s issued shares.
The Board of Directors has presented a reasoned statement pursuant to Chapter 19, Section 22 of the Swedish Companies Act. The statement is available at the company and on the company’s website https://corporate.revolutionrace.com/en/.
The Board of Directors shall be entitled to resolve on the other terms and conditions for acquisition and transfer of own shares. The Chairperson of the Board of Directors, or the person appointed by the Chairperson of the Board of Directors, is authorised to make such minor adjustments in the above proposal that may prove to be necessary in connection with execution of the Board of Directors’ resolution on acquisition and transfer of own shares.
Majority requirements
In order for the AGM’s resolution in accordance with the Board of Directors’ proposal as set out above to be valid, the resolution requires approval of at least two thirds of the votes cast and the shares represented at the AGM.
Proposal on resolution on (A) reduction of the share capital with cancellation of repurchased own shares and (B) increase of the share capital through a bonus issue without issuance of new shares (item 18)
The Board of Directors proposes that the AGM 2026 resolves to reduce the share capital with cancellation of repurchased own shares and to increase the share capital through a bonus issue mainly as set out below. The resolutions are conditional upon each other; thus, the Board of Directors proposes that general meeting makes one joint resolution with respect to the proposals.
A. Reduction of the share capital with cancellation of repurchased own shares
The company’s share capital will be reduced as follows.
1. The company’s share capital will be reduced by SEK 2,181.824762.
2. The reduction will be made with cancellation of 204,343 of own shares.
3. The purpose of the reduction of the share capital is allocation to unrestricted equity. The means will, however, be restored to the share capital in accordance with item B below.
A resolution to reduce the share capital in accordance with this item A can be implemented without obtaining the approval of the Swedish Companies Registration Office or, in disputed cases, a court of general jurisdiction, since the company simultaneously will carry out a bonus issue, in accordance with item B below, meaning that neither the restricted equity nor the share capital will be reduced.
B. Increase of share capital through a bonus issue
To restore the share capital following the proposed reduction of share capital as set out in item A, the share capital will be increased by a bonus issue of SEK 2,181.824762, by a transfer of SEK 2,181.824762 from the company’s unrestricted equity. The bonus issue will take place without the issuing of new shares.
The Board of Directors statement according to Chapter 20, Section 13, Paragraph 4 of the Swedish Companies Act
In connection with the Board of Directors’ proposal for a resolution to reduce the share capital through the cancellation of shares, the Board of Directors hereby submits the following report in accordance with Chapter 20, Section 13, Paragraph 4 of the Swedish Companies Act.
It is stated in the Board of Directors’ proposal for the reduction of share capital that the Board proposes that the company’s share capital be reduced by SEK 2,181.824762 through the cancellation of 204,343 shares for allocation to unrestricted equity.
To achieve a time-efficient cancellation process without the need for special approval from the Swedish Companies Registration Office or a general court, the Board of Directors has also proposed that the AGM resolve to restore the share capital to its current amount by increasing the share capital by SEK 2,181.824762 through a bonus issue without the issuance of new shares. The amount will be transferred from the company’s unrestricted equity to the company’s share capital.
The effect of the reduction of the share capital through the cancellation of shares is that the company’s share capital will be reduced by SEK 2,181.824762, and the effect of the bonus issue is that the company’s share capital will increase by the same amount. Therefore, after the completion of the bonus issue, the company’s restricted equity and share capital will remain unchanged.
After the reduction of the share capital and the bonus issue have been completed, the company’s share capital will amount to SEK 1,146,305.294679, and the number of registered shares will be 107,155,087, each with a quota value of approximately SEK 0.010698.
Authorization
The Board of Directors proposes that the AGM resolve to authorize the Board, or the person appointed by the Board, to make such minor adjustments to the resolutions under items A and B above as may prove necessary for the registration of the resolutions with the Swedish Companies Registration Office or Euroclear Nordics AB and to take any other measures required to execute the resolutions.
Majority requirement
The resolutions under items A and B are conditional upon each other. For a valid resolution by the meeting in accordance with the Board of Directors’ proposal, the decision must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Proposal for a resolution on (A) implementation of a Performance Share Plan (PSP 2026), (B) hedging measures through transfer of own shares to participants, or (C) alternative hedging measures through an equity swap agreement (item 19)
The Board of Directors of RVRC proposes that the AGM resolves on a Performance Share Plan (“PSP” or the “Program”) for management and other key persons within the RVRC Group (the “Group”).
In order to hedge the undertakings and costs of RVRC related to the Program, the Board of Directors further proposes that the AGM resolves on delivery arrangements. The shares required for delivery under proposal (B) below are intended to be acquired pursuant to a separate authorization for acquisition of own shares proposed under agenda item 17.
PSP 2026 is a performance-based incentive program that requires participants to make a personal investment. The performance conditions used to assess the outcome of the Program are (i) average annual total shareholder return, (ii) total shareholder return relative to a peer group, (iii) growth in earnings per share and (iv) reduction of greenhouse gas emissions in Scope 3. The targets are set by the Board of Directors and are clearly linked to RVRC’s business strategy and the long-term interests of the Group and its shareholders, including sustainability.
The overall purpose of PSP 2026 is to promote the Group’s growth by motivating and retaining personnel with key competence. The Program also aims to encourage own shareholding. The Board of Directors further believes that a long-term incentive program is an important component of the Group’s total remuneration package.
PSP 2026 has been initiated by RVRC’s Board of Directors and has been prepared in consultation with external advisors. In connection with the preparation of the proposal, the company has consulted its largest shareholders.
(A) Resolution on the implementation of PSP 2026
Scope
PSP 2026 shall include 12 participants, including the management and other identified key persons within the Group, divided into three categories: (i) the CEO of RVRC, (ii) the CFO of RVRC and the CEO of ICANIWILL, and (iii) other members of the management and certain key identified persons (9 persons).
PSP 2026 comprise a maximum of 605,000 shares in RVRC, of which 460,000 shares may be transferred to participants in accordance with the terms of the Program (including a buffer for recalculations due to dividends), and 145,000 shares may be transferred on the market in order to cover cash flow effects associated with the Program, primarily social security contributions.
Participants and own investment
In order to be entitled to participate in PSP 2026, the participants are required to own and allocate own shares in RVRC to the Program (“Investment Shares”), as set out below. Each participant shall allocate a minimum of 1,000 Investment Shares to the Program.
The allocation of Investment Shares to PSP 2026 shall be made no later than 31 December 2026. If a participant enters into employment after 31 December 2026 or if a participant possesses inside information and is therefore prevented from acquiring Investment Shares within this period, the Board of Directors shall be entitled to extend or postpone the final date for allocation of Investments Shares to the Program in individual cases, but not later than 30 June 2027. The reason why the allocation period may be extended for these participants, which means that the time between the start and the end of the Vesting Period (as defined below) may be less than three (3) years, is to enable the company to motivate and retain employees with key competence and encourage own investment, also in the above circumstances.
For each Investment Share, the company will allocate six and a half (6.5) so-called performance share rights, corresponding to the same number of underlying shares in RVRC (“Performance Share Rights”), split across four performance conditions as further set out below. Allocated Performance Share Rights vest during the Vesting Period (as defined below), subject to the fulfilment of the Performance Conditions (as defined below). The number of Performance Share Rights vested at the end of the Vesting Period entitles the participant to receive, free of charge, a corresponding number of shares in RVRC (“Performance Shares”), subject to potential recalculations as set out below.
The Performance Shares will be allocated after the expiry of the vesting period, which runs from and including 1 January 2027, or from the later date on which the Board of Directors in special cases may decide that a participant may allocate Investment Shares to PSP 2026, and up to and including 1 January 2030 (the “Vesting Period”).
PSP 2026 shall comprise the following employee categories, and participants may allocate up to the following number of Investment Shares to PSP 2026, with the possibility of being allocated the following maximum number of Performance Shares per Investment Share.
| Position | Maximum number of Investment Shares (per participant) | Maximum number of Performance Shares per Investment Share (allocated across four performance conditions) | Total and maximum number of Performance Shares |
| CEO | 12,000 | 6.5 | 78,000 |
| CFO of RVRC and CEO of ICIW (2 persons) | 8,000 | 6.5 | 52,000 |
| Other senior management (9 persons) | 4,000 | 6.5 | 26,000 |
Performance conditions and vesting
The number of Performance Share Rights that may be vested depends on the achievement of the following four performance conditions (jointly the “Performance Conditions”) relating to:
a) average annual total shareholder return (TSR)[1] for the RVRC share during the period September 2026 to September 2029 (the “TSR Performance Period”), with a minimum level of 5.0 percent average annual total shareholder return and a maximum level of 10.0 percent average annual total shareholder return, corresponding to a maximum allocation of two (2) Performance Shares per Investment Share;
b) total shareholder return for the RVRC share compared to the average total shareholder return of a peer group of listed companies[2] during the TSR Performance Period, where the highest and lowest performing companies in the peer group are excluded from the calculation, with a minimum level equal to the peer group’s average total shareholder return and a maximum level of 9 percentage points above the peer group’s average total shareholder return, corresponding to a maximum allocation of two (2) Performance Shares per Investment Share;
c) growth in earnings per share (EPS)[3] of RVRC, accumulated during the period from and including July 2026 up to and including June 2029, with a minimum level of accumulated EPS exceeding SEK 12.00 and a maximum level of accumulated EPS of SEK 16.00, corresponding to a maximum allocation of two (2) Performance Shares per Investment Share; and
d) reduction of greenhouse gas emissions in Scope 3 on a per-product-sold basis, with a target of 52 percent reduction by 30 June 2029 compared to the 2022 base year, corresponding to a maximum allocation of half (0.5) of a Performance Share per Investment Share.
The starting and closing value under (a) and (b) above shall be calculated as the volume-weighted average price for the RVRC share and the peer group’s shares during all trading days in September 2026 and September 2029, respectively, with the addition of any dividends paid during the period.
The performance conditions under (a), (b) and (c) include a minimum level which must be exceeded for any vesting of Performance Share Rights and a maximum level above where no additional Performance Share Rights will be vested. If the target is achieved between the minimum and maximum levels, linear vesting shall be made. If the minimum level is not exceeded, all Performance Share Rights attributable to such performance condition shall lapse.
For the performance condition (d), if the target level is reached or exceeded, all Performance Share Rights shall vest. If the target level is not reached, all Performance Share Rights shall lapse.
The Board of Directors intends to present the fulfilment of the Performance Conditions in future annual reports and remuneration reports.
Receipt of shares in RVRC
The allotment of Performance Shares is conditional upon the participant retaining the Investment Shares and employment within the Group over the entire Vesting Period, unless good leaver rules apply. The allotment of Performance Shares to a so called good leaver will be proportionately adjusted for time served during the Vesting Period and the extent to which the Performance Conditions have been achieved by the time of termination of employment.
The number of vested Performance Share Rights under each Performance Condition shall be determined by the Board of Directors based on the terms of the Program in connection with the publication of the company’s first interim report following the expiry of the relevant performance period.
Allocation of Performance Shares shall take place after publication of the company’s first interim report published following the end of the Vesting Period, and the shares shall be delivered to the participants shortly thereafter.
The number of Performance Shares shall be subject to customary recalculation due to corporate events such as extraordinary dividends, rights issues, share splits, reverse share splits or similar measures. Furthermore, in order to align the participants’ and shareholders’ interests, a dividend compensation shall be received corresponding to the dividend paid during the Vesting Period on the allotted number of shares up to and including the time of payment.
Preparation and administration
The Board of Directors shall be responsible for preparing the details of the terms and conditions of PSP 2026, within the framework of the terms and guidelines set out herein.
The Board of Directors shall be entitled to make reasonable adjustments in order to comply with specific regulations or market conditions abroad, including deviating from the investment requirement and/or offering participants cash settlement. Within this framework, the Board of Directors shall be entitled to apply an alternative incentive arrangement for employees in countries where participation in PSP 2026 is not deemed appropriate, whereby the alternative arrangement shall, to the extent practically possible, correspond to the terms and conditions of PSP 2026. The Board of Directors shall also be entitled to make other reasonable adjustments in the event of significant changes in the Group’s operations, external factors or similar circumstances that would render the resolved terms and conditions of PSP 2026 no longer appropriate or in line with the original purpose. Such adjustments shall only be made to fulfil the main objectives of PSP 2026.
The Board of Directors shall be entitled to reduce the number of Performance Shares that are subject to allotment or, wholly or partially, terminate PSP 2026 in advance if significant changes in the Group or in the market occur which, in the opinion of the Board of Directors, would result in a situation where the conditions for allotment of Performance Shares become unreasonable. Such adjustments also include the right of the Board of Directors to resolve on a reduction of the allotment of Performance Shares if the allotment would be clearly unreasonable, taking into account RVRC’s results and financial position, the Group’s development in general and the conditions on the stock market. In the event that allotment of Performance Shares has been made based on misstated information, or if actions have been taken by a participant which could result in material damage to the Group’s reputation, the Board of Directors may resolve to reclaim whole or part of the Performance Shares allotted to such participant.
In the event of a public takeover offer, sale of the company’s business, liquidation, merger or similar events, the Board of Directors shall be entitled to resolve that the Performance Share Rights shall be (in whole or in part) vested and Performance Shares allotted in connection with the completion of such transaction. The Board of Directors shall in such case make its decision based on the degree of fulfilment of the Performance Conditions, the remainder of the Vesting Period and other factors deemed relevant by the Board of Directors.
Estimated costs and effects on key ratios
The costs for PSP 2026, which are reported in the income statement, are calculated in accordance with the accounting standard IFRS 2 and distributed over the Vesting Period. Assuming (i) a share price for the RVRC share of SEK 51.55 (corresponding to the closing price on 14 September 2026), (ii) an annual total shareholder return for the RVRC share of 10 percent, (iii) 100 percent achievement of the Performance Conditions and allotment of the maximum number of Performance Shares, (iv) full participation in the Program, (v) an annual employee turnover of 10 percent, and (vi) average social security contributions of 31.42 percent, the total cost for PSP 2026 is estimated to amount to approximately MSEK 17.6, of which approximately MSEK 6.5 relates to social security contributions, which would affect earnings per share by SEK -0.05 for 2025/2026.
Assuming (i) a share price for the RVRC share of SEK 51.55 (corresponding to the closing price on 14 September 2026), (ii) an annual total shareholder return for the RVRC share of 7.5 percent, (iii) achievement of approximately 50 percent of the Performance Conditions for the non-market-related Performance Shares and allotment of the corresponding number of Performance Shares, (iv) full participation in the Program, (v) an annual employee turnover of 10 percent, and (vi) average social security contributions of 31.42 percent, the total cost for PSP 2026 is estimated to amount to approximately MSEK 11.1, of which approximately MSEK 3.1 relates to social security contributions, which would affect earnings per share by SEK -0.03 for 2025/2026.
The estimated aggregated annual costs of MSEK 3.8 correspond to approximately 2.7 percent of the Group’s total employee costs for the financial year 2025/2026. Thus, the cost for the Program is expected to have a marginal effect on the Group’s key ratios.
The Board of Directors considers that the positive results expected to arise from the participation of management and other key persons in the Program outweigh the costs attributable to PSP 2026.
Scope and dilution
PSP 2026 comprise a maximum of 605,000 shares in RVRC, of which 460,000 shares may be transferred to participants in accordance with the terms of the Program (including a buffer for potential dividend compensation), and 145,000 shares may be transferred on the market in order to cover cash flow effects associated with the Program, primarily social security contributions. This corresponds to approximately 0.56 percent of the total number of outstanding shares in the company. Neither of the delivery arrangements referred to in (B) or (C) below would give rise to an increased number of shares in RVRC and, accordingly, no dilutive effect in terms of shares issued will occur for existing shareholders.
Other outstanding long-term incentive programs
RVRC has outstanding warrants of series 2023/2027, 2024/2028 and 2025/2029 issued in connection with the company's previous long-term incentive programs, which are described in more detail in RVRC’s annual report for the financial year 2025/2026, note 4 and 25. No other long-term incentive programs than those described herein or in the annual report have been implemented in RVRC. The implementation of PSP 2026 does not affect the outstanding long-term incentive plans.
(B) Resolution on hedging measures through transfer of own shares to participants
In order to ensure RVRC’s delivery of Performance Shares to the participants in the Program, the Board of Directors proposes that the AGM resolves that the company, with deviation from the shareholders’ preferential rights, transfers own share on the following terms.
1. A maximum of 460,000 shares in RVRC may be transferred free of charge to participants in the Program (including a buffer for potential dividend compensation).
2. The right to acquire shares in RVRC free of charge shall – with deviation from the shareholders’ preferential rights – be granted to participants in the Program, with each participant being entitled to acquire a maximum number of shares as follows from the terms and conditions of the Program.
3. Transfer of shares in RVRC shall be made free of charge at the time and on the other terms and conditions that the participants in PSP 2026 are entitled to be allotted Performance Shares.
4. The number of shares in RVRC that may be transferred under the Program shall be subject to recalculation as a result of any intervening bonus issue, split, reverse split, rights issue and/or other similar corporate events.
The reason for deviation from the shareholders’ preferential rights is that RVRC wishes to implement the proposed PSP 2026. Therefore, and in light of the above, the Board of Directors considers it to be beneficial to RVRC and the shareholders that the participants in PSP 2026 are offered to become shareholders in RVRC.
Since PSP 2026 is initially not expected to give rise to a need for cash settlement or payment of social security contributions, the Board of Directors has resolved not to propose to the AGM 2026 to resolve on transfers of own shares on a regulated market to secure such payments in terms of liquidity. However, before any transfers of RVRC shares take place to participants in the Program, the Board of Directors may propose to a later General Meeting to resolve that transfers may be made of own shares on a regulated market to secure such payments.
(C) Resolution on alternative hedging measures through an equity swap agreement
The Board of Directors proposes that the AGM, in the event that the required majority under item (B) above cannot be met, resolves to hedge the financial exposure that PSP 2026 is expected to entail by enabling RVRC to enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party undertakes, in its own name and in exchange for a fee, to acquire and transfer shares in RVRC to the participants in accordance with the terms of the Program.
Majority requirements
The resolution of the AGM under item (A) above requires a majority of more than half of the votes cast. For a valid resolution under item (B) above, the resolution must be supported by shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the meeting. A valid resolution under item (C) above requires a majority of more than half of the votes cast.
The resolution of the AGM to implement PSP 2026 under item (A) above is conditional upon the AGM either resolving in accordance with the Board of Directors’ proposal under item (B) above or in accordance with the Board of Directors’ proposal under item (C) above.
Proposal for a resolution on amendments of the Articles of Association, including the change of the company’s financial year and change of business name (item 20)
For the purpose of aligning the Company’s financial year with its recent acquisition of ICANIWILL, the Board of Directors proposes that the AGM resolves to change the company’s financial year to run from 1 January to 31 December. In connection therewith, the Board of Directors proposes that the current financial year is extended to cover a period of 18 months, that is, until 31 December 2027. Accordingly, the Board of Directors proposes that the AGM resolves to amend current § 12 of the Articles of Association in accordance with the following.
| Current wording | Proposed wording |
| The company’s financial year shall be 1 July to 30 June. | The company’s financial year shall be 1 January to 31 December. |
Further, the Board of Directors proposes that the AGM resolves to change the company’s business name from RVRC Holding AB to RVRC Group AB. Accordingly, the Board of Directors proposes that the AGM resolves to amend current § 1 of the Articles of Association in accordance with the following.
| Current wording | Proposed wording |
| The company’s name is RVRC Holding AB. The company is a public company (publ). | The company’s name is RVRC Group AB. The company is a public company (publ). |
Authorization
The Board of Directors proposes that the AGM resolves to authorize the CEO, or any person appointed by the CEO, to make such minor adjustments of the above proposal as may prove necessary in connection with the registration of the Articles of Association with the Swedish Companies Registration Office.
Majority requirement
For a valid resolution by the meeting in accordance with the Board of Directors’ proposal, the decision must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Available documentation
The financial statements and the auditor’s report and other documents that must be made available to shareholders in accordance with the Swedish Companies Act will be available for the shareholders at the company and on the company’s website, https://corporate.revolutionrace.com/en/, no later than three weeks before the AGM.
The Board of Directors’ complete proposal for resolution under item 20 (including the proposed Articles of Association of RVRC), and the Board of Directors reasoned statements pursuant to Chapter 18, Section 4 and Chapter 19, Section 22 of the Swedish Companies Act, are available at the company and on the company’s website https://corporate.revolutionrace.com/en/. In other respects, complete proposals, including the Board of Directors’ statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act, are set out under the respective items in the notice.
Information about the proposed Board members and the Nomination Committee’s reasoned statement etc. as well as proxy form and postal voting form is 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 107,359,430. The company holds 204,343 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, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial situation and the company’s relation to other companies within the group.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on Euroclear Nordics AB’s website, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
If you have any questions regarding our processing of personal data, you can contact us by email at gdpr@revolutionrace.se. RVRC Holding AB (publ), corporate identity number 559129-4623, has its registered office in Borås.
Borås in October 2026
RVRC Holding AB (publ)
The Board of Directors
[1] TSR is defined as total return on the share calculated including reinvested dividends.
[2] The TSR peer group shall consist of: Amer Sports, Columbia Sportswear Company, Lululemon Athletica Inc., V.F. Corporation, Björn Borg, Fenix Outdoor International, New Wave Group, Skistar, Thule Group, WS WeSports Group, BHG Group, Boozt. The Board may adjust the peer group if appropriate.
[3] EPS is defined as earnings per share before dilution, as reported in the financial statements, adjusted for costs related to incentive programs approved by the shareholders’ meeting and acquisition-related costs, with the Board of Directors retaining the right to make further adjustments as a result of extraordinary events.