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

Renewable Ventures Nordic held an extraordinary general meeting that approved steps to effect a reverse acquisition of Xer Tech AB, including changing the company name to Xer Tech Holding AB, refocusing the group on development, sales and flight operations of unmanned aerial vehicles, and amending the articles to raise authorised share capital limits (from SEK 3.22m–12.89m to SEK 85m–340m) and share counts (from ~1.9m–7.6m to 50m–200m). The meeting authorized an issue in kind of up to 34,090,909 new shares (increasing share capital by up to SEK 57,954,545.3) and a directed issue of up to 18,181,818 shares at SEK 4.40 (up to SEK 30,909,090.6); together these transactions would leave Rex Technology Investments Pte. Ltd. with approximately 50.40% ownership and an exemption from the mandatory bid obligation. The board was reconstituted (John D'abo appointed chair; Svein Kjellesvik, Thomas Lundin and Martin Lidgren as members), director fees were set at SEK 700,000 in total, BDO Sweden AB was appointed auditor, and all changes will be registered on completion of the transaction — a material strategic pivot and recapitalization that effectively takes Xer Tech toward a public listing but concentrates control with a single investor and will dilute existing shareholders.

Analysis

Renewable Ventures Nordic's extraordinary general meeting approved a reverse acquisition of Xer Tech AB and a rebranding to Xer Tech Holding AB, refocusing the group's principal activity to development, sale and flight operations of unmanned aerial vehicles. The Articles of Association were amended to expand authorised share capital from SEK 3,223,540–12,894,160 to SEK 85,000,000–340,000,000 and to increase authorised share count from c.1.9–7.6 million to 50–200 million shares, indicating a significant recapitalization ahead of a public listing strategy.

The meeting authorised an issue in kind of up to 34,090,909 new shares (increasing share capital by up to SEK 57,954,545.3) and a directed issue of up to 18,181,818 shares at SEK 4.40 (up to SEK 30,909,090.6). Post-transaction ownership would leave Rex Technology Investments Pte. Ltd. with approximately 50.40% and an exemption from the Swedish Securities Council’s mandatory bid obligation, creating concentrated control without a triggering takeover offer.

Corporate governance changes were enacted with a four-member board (John D'abo as Chair) and total board fees set at SEK 700,000; BDO Sweden AB was appointed auditor. All changes are conditional on completion and registration with the Swedish Companies Registration Office, leaving execution and regulatory registration as near-term milestones and risks.

The package materially dilutes existing shareholders, materially shifts strategic focus to UAVs and accelerates an IPO-path recapitalization, while concentrating control with a single investor which increases governance and minority-holder risk. Investors should weigh execution risk, potential further financing needs, and the transparency of pro forma capitalization and Xer Tech’s financials before adjusting exposure.

Key Decisions for Investors

• Do not increase exposure until the Transaction is completed and the Swedish Companies Registration Office files confirm the new share count and Rex Technology Investments’ 50.40% holding, because ownership concentration materially changes governance and control
• Require publication of pro forma capitalization, Xer Tech AB historical financials and an IPO timetable before participating in any follow-on financing or directed placements, use the SEK 4.40 directed-issue price as an initial valuation reference
• Consider reducing or hedging existing positions to limit downside from dilution and execution risk while the reverse acquisition and registration are pending
• Monitor regulatory filings, completion milestones and any future capital raises closely; be prepared to reassess once audited combined financials and detailed integration plans are disclosed