NOTICE OF EXTRAORDINARY GENERAL MEETING OF VIVA WINE GROUP AB
NOTICE OF EXTRAORDINARY GENERAL MEETING OF VIVA WINE GROUP AB
The shareholders of Viva Wine Group AB, reg. no. 559178-4953, (the "Company") are hereby given notice of an extraordinary general meeting to be held on Wednesday, 30 September 2026 at 09.00 CEST at Baker & McKenzie Advokatbyrå KB, Mäster Samuelsgatan 17, 6th floor, SE-111 44 Stockholm. The entrance to the meeting venue will open at 08.45.
The extraordinary general meeting is convened at the request of Riesling Ventures AB (the "Offeror"), which on 31 August 2026 announced that the Offeror will become the owner of more than 96 percent of all shares in the Company in connection with the settlement of the consideration under the public takeover offer to the shareholders of the Company, with settlement of the consideration to be made in cash on 4 September 2026.
Right to attend and notice of participation
Shareholders wishing to attend the extraordinary general meeting, in person or by proxy, shall:
i. be recorded in the share register maintained by Euroclear Sweden AB on the record date, being Tuesday, 22 September 2026; and
ii. no later than Thursday, 24 September 2026, give notice of their intention to attend, together with any assistants (no more than two), in writing by post to Baker & McKenzie Advokatbyrå KB, Attn: David Nyman, Box 180, SE-101 23 Stockholm (please mark the envelope "Viva extraordinary general meeting") or by e-mail to David.Nyman@bakermckenzie.com.
The notice of participation should state the shareholder's full name, personal identification number or corporate registration number, shareholding, address, telephone number and, where applicable, details of any representatives, proxies or assistants. The notice should, where applicable, be accompanied by powers of attorney, certificates of registration and other documents of authority.
Nominee-registered shares
Shareholders whose shares are registered in the name of a bank or other nominee must, through the nominee, temporarily re-register the shares in their own name in order to be entitled to attend the meeting (so-called voting rights registration). Such registration, which normally takes a few days, must be completed no later than Tuesday, 22 September 2026 and should therefore be requested from the nominee well in advance of that date. Voting rights registration that has been requested by the shareholder in such time that the registration has been made by the relevant nominee no later than Thursday, 24 September 2026 will be taken into account in the preparation of the share register.
Proxies etc.
Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration, or equivalent document of authority, evidencing that the persons who have signed the power of attorney are authorized signatories of the legal entity, shall be appended to the power of attorney. The power of attorney may not be older than one year, provided however that the power of attorney may be older than one year if it is stated therein that it is valid for a longer period, not exceeding five years. A copy of the power of attorney and any certificate of registration should, in order to facilitate admission to the meeting, be received by the Company by sending it to the Company at the address set out above no later than Thursday, 24 September 2026. The original power of attorney and certificate of registration must also be presented at the meeting.
A proxy form will be available on the Company's website, www.vivagroup.se, and will be sent free of charge to shareholders who so request and provide their postal address.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Determination of the number of board members
- Determination of board remuneration
- Election and discharge of board members
- Resolution on the discontinuation of guidelines for remuneration to senior executives
- Resolution on the discontinuation of principles for the nomination committee
- Closing of the meeting
Proposals
Item 1: Opening of the meeting and election of chairman of the meeting
The board of directors proposes that Carl Svernlöv, attorney-at-law at Baker & McKenzie Advokatbyrå KB, or the person he appoints in his place, be elected as chairman of the meeting.
Item 6: Determination of the number of board members
The Offeror proposes that the board of directors shall consist of three members without deputy board members.
Item 7: Determination of board remuneration
The Offeror proposes that no remuneration shall be paid to the members of the board of directors for the period until the end of the next annual general meeting.
Item 8: Election and discharge of board members
The Offeror proposes the discharge of Anders Moberg, Anne Thorstvedt Sjöberg, Joanna Hummel, Lars Ljungälv and Marie Nygren.
The Offeror further proposes the re-election of John Wistedt and the new election of Emil Sallnäs and Björn Wittmark. It is further proposed that Björn Wittmark be elected as chairman of the board of directors.
Further information regarding the directors proposed for new election
Name: Emil Sallnäs
Year of birth: 1971
Nationality: Swedish
Education and background: Master of Science in Business Administration from Uppsala University. Emil Sallnäs is co-founder of Viva Wine Group and is currently employed as CEO of the Company.
Current assignments: Chairman of the board of Riesling Ventures AB and Riesling Holding AB. Board member of Late Harvest Wine Holding 1971 AB, Shiraz International AB and the Swedish Spirits & Wine Suppliers Association. Deputy board member of Pinot Noir AB.
Shareholding in the Company: 89,259,647 shares through Riesling Ventures AB. The holding relates to shares that have been, or will be, contributed to Riesling Ventures AB within the framework of the public takeover offer to the shareholders of the Company.
Independence: Emil Sallnäs is to be regarded as dependent in relation to the Company, the management of the Company and the Company's major shareholders.
Name: Björn Wittmark
Year of birth: 1953
Nationality: Swedish
Education and background: Bachelor of Applied Science, Canberra University, Australia. Björn Wittmark is co-founder of Viva Wine Group and is part of the group management of Viva Wine Group in the role as Senior Advisor.
Current assignments: Chairman of the board of Vin & Vind AB, V&V Global AB, Stiftelsen Mosaik, Telefonfabriken Scen & Konsthall AB. Board member of Riesling Ventures AB, Riesling Holding AB and Larex AB.
Shareholding in the Company: 89,259,647 shares through Riesling Ventures AB. The holding relates to shares that have been, or will be, contributed to Riesling Ventures AB within the framework of the public takeover offer to the shareholders of the Company.
Independence: Björn Wittmark is to be regarded as dependent in relation to the Company, the management of the Company and the Company's major shareholders.
Item 9: Resolution on the discontinuation of guidelines for remuneration to senior executives
The Offeror proposes that the current guidelines for remuneration to senior executives, adopted at the annual general meeting on 22 May 2026, shall cease to apply after delisting of the Company's shares from Nasdaq Stockholm.
Item 10: Resolution on the discontinuation of principles for the nomination committee
The Offeror proposes that the current principles for the nomination committee, adopted at the annual general meeting on 23 May 2024, shall cease to apply after delisting of the Company's shares from Nasdaq Stockholm.
Number of shares and votes
The total number of shares and votes in the Company amounts to 89,631,884 as of the date of this notice. The Company holds no treasury shares.
Other information
Documents that are required to be made available prior to the general meeting pursuant to the Swedish Companies Act will be available at the Company's offices at Tulegatan 4, SE-113 53 Stockholm and on the Company's website www.vivagroup.se and will be sent to shareholders who so request and provide their e-mail or postal address.
Shareholders are reminded of their right to, at the extraordinary general meeting, request information from the board of directors and the managing director in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, please refer to the privacy policy available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in September 2026
Viva Wine Group AB
The Board of Directors
For further information, please contact:
Linn Gäfvert
linn.gafvert@vivagroup.se
+ 46 730 86 89 90