Cavotec SA

"Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 25.06.2025/nPublicly viewable until: 25.06.2026/nPublication number: UP04-0000007325/nPublishing entity/nBär & Karrer SA, Via Vegezzi 6.

6901 Lugano/nInvitation to the extraordinary general meeting/nCavotec SA/nOrganisation concerned:
/nCavotec SA/nCHE-440.276.616/nCorso Elvezia 16/n6900 Lugano/nGeneral meeting details:/n16.07.2025, 10.00 Uhr, Cavotec SA headquarters Corso Elvezia 16, 6900 Lugano,/nSwitzerland/nInvitation/Agenda:/n1. Delisting of Cavotec SA's shares from NASDAQ Stockholm/n2. Acknowledgement of the resignation of the current members of the Board of/nDirectors, Election of five new member of the Board of Directors, nomination of the/nChairman of the Board of Directors/n3. Grant of Discharge from Liability to the Board of Directors for the time for the period/nfrom 1 January 2025 until the date of the EGM/nAdditional legal info:/nA pdf version with the full text of the invitation (and the proposals of the Board of/nDirectors) is available for download as an appendix to this publication./nTo the Shareholders of Cavotec SA:/nNOTICE OF THE EXTRAORDINARY GENERAL MEETING/nTo be held on Tuesday, July 16, 2025, in Lugano.

Switzerland at 10:
00 CEST (doors open at 09:30 CEST) at Cavotec SA/nheadquarters in Lugano, Switzerland (Corso Elvezia 16, 6900 Lugano, Switzerland)./nShareholders are invited to review the different ways to participate at the Extraordinary General Meeting (this extraordinary/ngeneral meeting, ""EGM"") and cast their vote. Detailed information on this can be found in the ""Participation"" section of this/ninvitation./nAgenda and Proposals of the Board of Directors/n1. Delisting of Cavotec SA's shares from NASDAQ Stockholm/nProposal/nThe Board of Directors proposes to approve the delisting of all shares in Cavotec SA from Nasdaq Stockholm, subject to/nthe successful completion of the public tender offer by Cavotec Group AB to acquire all shares in Cavotec SA./nExplanation/nOn 21 May 2025, Cavotec Group AB, a wholly owned Swedish subsidiary of Cavotec SA, announced an offer to acquire all/nshares in Cavotec SA in exchange for one (1) ordinary share in Cavotec Group AB per Cavotec SA share, for the purpose/nof implementing a change of domicile from Switzerland to Sweden (the ""Offer""). Following, and subject to, the completion/nof the Offer, the ordinary shares of Cavotec Group AB will be listed on Nasdaq Stockholm and the shares in Cavotec SA/nare intended to be delisted. Pursuant to art.704 of the Swiss Code of Obligations, the delisting of equity securities of a/ncompany is exclusively to be resolved by the shareholders of the company./nFor further information, please refer to Cavotec Group AB's announcement of the Offer, under the section ""Statutory/nmerger and delisting"".

available on this link:
https://storage.mfn.se/3ba20fe9-662b-4237-8705-24ef80d6b87d/cavotec-to-/nchange-domicile-from-switzerland-to-sweden-shareholders-of-cavotec-are-offered-to-exchange-their-shares-in-exchange-/noffer.pdf./n2. Acknowledgement of the resignation of the current members of the Board of Directors, Election of five new/nmember of the Board of Directors, nomination of the Chairman of the Board of Directors/nProposal/nThe Board of Directors proposes to acknowledge the resignation of Johan Patrik Tigerschiöld, Niklas Edling, Annette/nKumlien, Keith Svendsen, and Peter Nilsson, all with effect on 16 July 2025. The Board of Directors proposes to replace/nthem by electing the following persons.

effective as of 16 July 2025:
/n2.1 Election of Vanessa Tisci/n2.2 Election of Joakim Wahlquist/n2.3 Election of Martin Momo Semelis/n2.4 Election of Jonathan Eriksson/n2.5 Election of Willian Cheyne/n2.6 Election of Vanessa Tisci as Chairperson of the Board of Directors/nExplanation/nFollowing the delisting of Cavotec SA, the company will no longer require a composition of the Board corresponding to that/nof a listed company. The simplification of the structure of the Board is more appropriate for Cavotec SA as a group/nsubsidiary and will facilitate the efficient implementation of the upcoming merger between Cavotec SA and a newly/nincorporated Swiss subsidiary of Cavotec Group AB./nFor further information, please refer to Cavotec Group AB's announcement of the Offer, under the section ""Statutory/nmerger and delisting"".

available on this link:
https://storage.mfn.se/3ba20fe9-662b-4237-8705-24ef80d6b87d/cavotec-to-/nchange-domicile-from-switzerland-to-sweden-shareholders-of-cavotec-are-offered-to-exchange-their-shares-in-exchange-/noffer.pdf./nPursuant to Article 698 para. 2 item 2/para. 3 item 1 CO and Article 13 of the Articles of Association, the General Meeting/nof Shareholders elects individually each member of the Board of Directors and the Chairman of the Board of Directors. The/nBoard of Directors shall be composed of a minimum of five and a maximum of ten members. The Directors are elected/neach year to hold office until the following annual general meeting./n3. Grant of Discharge from Liability to the Board of Directors for the time for the period from 1 January 2025 until/nthe date of the EGM/nProposal/nThe Board of Directors proposes that discharge be granted to all the members of the Board of Directors for the period from/n1 January 2025 until the date of the EGM./nExplanation/nPursuant to Article 698 para. 2 item 7 CO and Article 12 para. 4 of the Articles of Association, the General Meeting of/nShareholders is competent to discharge the members of the board of directors./nOrganizational Matters/nDocumentation/nAll material for the EGM is also available on the company's website ir.cavotec.com.

and shareholders may request copies at no/ncost of these documents at the following e-mail address:
agm@cavotec.com./nChair of the EGM and Language/nPursuant to art. 11 of the Articles of association, General meetings of shareholders are presided over by the chairman of the/nboard of directors or, in his absence, by a chairman of the day to be elected by the general meeting of shareholders. The EGM,/nwill be chaired by Massimo Vanotti, partner at Bär & Karrer AG, Via Vegezzi 6, Lugano 6901, Switzerland. Furthermore, the/nEGM, will be held in English and information and material will be available in English only. This is in accordance with an/nexemption granted by the Swedish Financial Supervisory Authority./nParticipation/nOnly shareholders entered in the share register with the right to vote on July 10, 2025 (""Record Date"") will be entitled to/nparticipate and to vote at the EGM. Mails each containing this EGM notice and the proxy from for this EGM (""Proxy Form"") will be/nposted from June 26, 2025 to shareholders entered in the share register with the right to vote as of June 23, 2025. Shareholders/nwho had been entered into the share register after June 24, 2025, but before Record Date will not receive the individual EGM/nmaterial by post, but can use the proxy form available at ir.cavotec.com and follow the instructions below.

The Proxy Form will be/navailable on the company's website:
ir.cavotec.com, on June 25, 2025./nPlease note that shareholders do not need to attend the EGM in person and that they may appoint a proxy to represent them./nAdmission tickets will be sent out prior to the EGM from July 15, 2025, by e-mail to shareholders indicating in the proxy form to/nattend the EGM in person or through a shareholder's legal representative (""Personal Proxy""), as the case may be./nShareholders whose shares are held through a bank or broker acting as a nominee with Euroclear Sweden AB must request their/nbank or broker to have their shares temporarily owner-registered with Euroclear Sweden AB. Such registration must be/ncompleted no later than the Record Date, July 10, 2025. Shareholders are requested to inform their nominees in good time prior/nto this date./nYou may appoint the following persons to represent you:/n- Mr. Edoardo Buzzi, Attorney-at-Law, Via Cantonale 19, 6901 Lugano, Switzerland, has been appointed as independent/nshareholders' representative pursuant to Art. 9a of the Articles of Association (""Independent Proxy""). You may follo"