N.B The English version is an unofficialtranslation.

The board of directors of Rolling Optics Holding AB (publ), reg. no. 556056-5151, (the "Company") complete proposal for resolution on reduction of the share capital by redemption of all preference shares in accordance with the redemption clause in the articles of association

The board of directors proposes that the meeting resolves to reduce the Company's share capital by SEK 2,337,450.24 (the reduction amount) by redemption of preference shares for repayment to the shareholders. The reduction of the share capital shall be carried out through mandatory redemption of all 14,609,064 outstanding preference shares, each with a quota value of SEK 0.16, in accordance with the redemption provision in § 6 of the Company's registered articles of association.

The purpose of the reduction is repayment to the shareholders through payment of a preference amount to the holders of preference shares in the Company, with a total redemption amount of SEK 43,388,920.08, corresponding to SEK 2.97 per preference share, of which SEK 2.81 exceeds the quota value of the share. The redemption amount has been calculated in accordance with the articles of association.

An amount corresponding to the reduction amount shall be transferred to the Company's statutory reserve.

The board of directors proposes that the general meeting resolves to authorize the board of directors to determine the record date for the redemption of all preference shares. At the time of the notice, the record date is expected to be around 9 June 2023, whereby payment of the redemption proceeds is expected to take place around 14 June 2023.

The board of directors or the person appointed by the board of directors shall be entitled to make the minor adjustments of the resolution required in connection with the registration thereof.

_________________

Solna, April 2023

ROLLING OPTICS HOLDING AB

The board of directors

N.B The English version is an unofficialtranslation.

The board of directors of Rolling Optics Holding AB (publ), reg. no. 556056-5151, (the "Company") complete proposal for resolution regarding amendment of the articles of association

In light of the board of directors' proposal on reduction of the share capital by redemption of all preference shares in accordance with item 13 in the notice, the board of directors proposes that the general meeting resolves to remove §§ 6-9 of the articles of association, including that the numbering of the articles of association is changed as a result thereof, and that below wording in § 5 of the articles of association is removed:

"Shares may be issued in two series, ordinary shares and preference shares. Each ordinary share entitles to one (1) vote. Each preference share entitles to one-tenth (1/10) vote. Ordinary shares may be issued to an amount corresponding to a maximum of one hundred (100) percent of the share capital and preference shares may be issued to a maximum number of 14,609,064".

The new articles of association in its entirety are set out in Appendix A.

Resolution regarding amendment of the articles of association according to this item is conditional on that the annual general meeting resolves on reduction of the share capital in accordance with item 13 in the notice.

The board of directors or the person appointed by the board of directors shall be entitled to make the minor adjustments of the resolution 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.

_________________

Solna, April 2023

ROLLING OPTICS HOLDING AB

The board of directors

N.B The English version is an unofficialtranslation.

Appendix A

Rolling Optics Holding AB (publ) 556056-5151

Articles of Association

§ 1

The company's name is Rolling Optics Holding AB. The company is a public company (publ).

§ 2

The company's registered office shall be situated in the municipality of Solna, Sweden.

§ 3

The company shall develop, produce and sell microstructures and optical applications and any other activities compatible therewith, and be the parent company of subsidiaries that conduct such activities and any other activities compatible therewith.

§ 4

The company's share capital shall be not less than SEK 18,000,000 and not more than SEK 72,000,000.

§ 5

The number of shares in the company shall be not less than 120,000,000 and not more than 480,000,000.

§ 6

The board of directors shall consist of not less than three members and not more than nine members.

§ 7

The annual general meeting appoints one auditor and not more than one deputy auditor for the period until the end of the first annual general meeting held after the year of the appointment of the auditor.

§ 8

The company's financial year shall be the calendar year.

§ 9

A general meeting may be held at the company's registered office or in Stockholm.

The following business shall be addressed at the annual general meeting:

  1. Election of the chairman of the meeting;
  2. Preparation and approval of voting list;
  3. Approval of the agenda;
  4. Election of one or two persons to approve the minutes;
  5. Determination as to whether the meeting has been duly convened;

6. Presentation of the annual report and the auditor's report and, where applicable, the consolidated accounts and the auditor's report on the consolidated accounts;

7. Resolution on

    1. adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet.
    2. allocation of the company's result in accordance with the adopted balance sheet.
    3. discharge from liability for members of the board of directors and the CEO.
  2. Determination of the number of board members and deputies and the number of auditors;
  3. Determination of remuneration to the board of directors and auditors;
  4. Election of board members, deputies and, where applicable, auditors and deputy auditors; and

11.Other matters, which are set out in the Swedish Companies Act (2005:551) or the company's articles of association.

§ 10

Notices of shareholders' meetings shall be published in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company's website. It shall be announced in Svenska Dagbladet that a notice of a general meeting has been issued.

§ 11

In order to participate at a general meeting, a shareholder must notify the company not later than the date specified in the notice to the general meeting.

§ 12

The company's shares shall be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).

***

N.B The English version is an unofficialtranslation.

The board of directors of Rolling Optics Holding AB (publ), reg. no. 556056-5151, (the "Company") complete proposal for resolution regarding authorization for the board to issue new shares, warrants and/or convertibles.

The board of directors 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 resolution 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.

_________________

Solna, April 2023

ROLLING OPTICS HOLDING AB

The board of directors

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Rolling Optics Holding AB published this content on 26 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2023 08:26:03 UTC.