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Regulatory press release

Renewable Ventures Nordic AB: Bulletin from the extraordinary general meeting held on December 15, 2025

Renewable Ventures Nordic
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Renewable Ventures Nordic AB, Reg. No. 556769-3063 (the "Company"), held an extraordinary general meeting on December 15, 2025. The Meeting resolved, among other things, on the following matters. The resolutions relate to the planned reverse acquisition of Xer Tech AB (the "Transaction").   

Resolution on amendments to the Articles of Association
The extraordinary general meeting resolved, in accordance with the Board of Directors' proposal, to amend the Articles of Association regarding, among other things, the Company's business name, registered office of the Board, operations, limits for share capital and the number of shares and the number of board members.

This entails, among other things, that the Company's business name will be changed to Xer Tech Holding AB and that the Company's main business shall be to conduct, either itself or through wholly or partly owned subsidiaries, the development, sale and flight operations of unmanned aerial vehicles and related activities. Furthermore, the limits for share capital in the Articles of Association will be amended from minimum SEK 3,223,540 and maximum SEK 12,894,160 to a minimum of SEK 85,000,000 and a maximum of SEK 340,000,000, and the limits for the number of shares in the Articles of Association will be amended from minimum 1,896,200 shares and maximum 7,584,800 shares to a minimum of 50,000,000 shares and a maximum of 200,000,000 shares.

The new Articles of Association shall be submitted for registration with the Swedish Companies Registration Office in connection with the completion of the Transaction.

Resolution on issue in kind
The extraordinary general meeting resolved, in accordance with the Board of Directors' proposal, on a new share issue against payment in kind in the form of shares in Xer Tech AB. Through the issue in kind, the Company's share capital may be increased by not more than SEK 57,954,545.3 through the issuance of not more than 34,090,909 new shares. Subscription and allocation in the issue in kind shall take place in connection with the completion of the Transaction.

Resolution on directed new issue
The extraordinary general meeting resolved, in accordance with the Board of Directors' proposal, on a directed new share issue to a number of investors who have entered into pre-commitments to subscribe for shares in the Company/Xer Tech Holding AB, provided that the acquisition of Xer Tech AB is completed. Through the directed share issue, the Company's share capital may be increased by not more than SEK 30,909,090.6 through the issuance of not more than 18,181,818 new shares. The subscription price is SEK 4.40 per share. Subscription and allocation in the directed share issue shall take place in connection with the completion of the Transaction.

Through the issue in kind and the directed issue, Rex Technology Investments Pte. Ltd. will, provided that the Transaction is completed, obtain a shareholding of approximately 50.40 per cent of the number of shares in the Company and has, for this reason, applied for and obtained an exemption from the Swedish Securities Council regarding the mandatory bid obligation.

Resolution on Fees to Board Members and Auditor
The extraordinary general meeting resolved, in accordance with the major shareholders revised proposal, that fees to the members of the Board shall amount to a total of SEK 700,000, of which SEK 250,000 shall be paid to the Chair of the Board and SEK 150,000 to each of the other members. The Board fees shall be adjusted pro rata based on the period from the election until the Annual General Meeting in 2026. The fees shall apply to the new board members in accordance with the below.

It was resolved that the auditor's fees shall be paid in accordance with approved invoice.

Election of Board Members and Chairman of the Board
It was resolved, in accordance with the major shareholders revised proposal, that the Board of Directors shall consist of four ordinary members for the period until the end of the next Annual General Meeting, and to elect John D'abo, Svein Kjellesvik, Thomas Lundin, and Martin Lidgren as ordinary members of the Board of Directors for the period until the end of the next Annual General Meeting, and to elect John D'abo as Chairman of the Board for the period until the end of the next Annual General Meeting.

The new board of directors shall be submitted to the Swedish Companies Registration Office for registration and shall be effective as of the date of completion of the Transaction. 

Election of Auditor
It was resolved, in accordance with the major shareholders proposal, to elect BDO Sweden AB as the Company's auditor for the period until the end of the next Annual General Meeting, with Filip Lundberg appointed as the auditor in charge.

The new auditing firm with a new auditor in charge shall be submitted to the Swedish Companies Registration Office for registration and shall be effective as of the date of completion of the Transaction. 

For further information, please contact:
Marcus Bonsib, CEO
Phone: +46 72-182 72 90
Email: marcus@reventures.se

Renewable Ventures Nordic AB is an investment company that invests in businesses planning to carry out a stock exchange listing within a two-year period.

 

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