NOTICE OF EXTRAORDINARY GENERAL MEETING IN Rightbridge Ventures Group AB
The shareholders of Rightbridge Ventures GroupAB, reg. no 559058–5807, (the “Company”),are hereby convened to an Extraordinary General Meeting (“EGM”) on Thursday,28 December 2023, at 11:00 CET at Advokatfirman Delphi at Mäster Samuelsgatan17 in Stockholm. Registration for the meeting will commence at 10:30 CET.
RIGHT TOPARTICIPATE AT THE GENERAL MEETING
Shareholders who wish to attend the meeting shall:
(i) both be recorded in the share register maintained by Euroclear Sweden ABon the record date on Monday, 18 December 2023; and
(ii) not later than on Wednesday, 20 December 2023 have notified theirattendance and possible advisors to the Company; either in writing to RightbridgeVentures Group AB, “EGM”, Norrlandsgatan 24, SE-111 43 Stockholm, Sweden, or bye-mail to josef.segerlund@rightbridge.
The notification shall include full name,personal or corporate identity number, address, daytime telephone number and,when applicable, information about proxies and advisors. The number of advisorscan be at most two. In order to facilitate registration for the meeting, thenotification should, when applicable, be accompanied by powers of attorney,registration certificates and other documents of authority.
Personal data obtained from the share registermaintained by Euroclear Sweden AB, the notice and attendance at the meeting anddata regarding proxies and advisors will be used for registration, preparationof the voting list for the meeting and, when applicable, the minutes from the meeting.The personal data is handled in accordance with the General Data ProtectionRegulation (Regulation (EU) 2016/679 of the European Parliament and of theCouncil) effective from 25 May 2018. For complete information regarding how thepersonal data is handled, please refer to:https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
NOMINEEREGISTERED SHARES
To be entitled to participate in the meeting, a shareholder whose sharesare registered in the name of a nominee must register the shares in their ownname so that the shareholder is registered in the register of shareholders keptby Euroclear Sweden AB on the record date on Monday, 18 December 2023. Suchregistration may be temporary (so-called voting registration). Shareholderswishing to register their shares in their own name must, in accordance with theprocedures of the respective nominee, request the nominee to carry out suchvoting registration. Voting registration requested by shareholders in such timethat the registration has been made by the nominee no later than Wednesday, 20December 2023 will be considered in the preparation of the share register.
PROXIES
Shareholders represented by a proxy shall issue a power of attorneywhich shall be dated and signed by the shareholder. If issued by a legalentity, the power of attorney shall be accompanied by a copy of the certificateof registration or, if such document does not exist, of a correspondingdocument of authority. A copy of the power of attorney and any certificate ofregistration shall be sent to the Company well in advance of the meeting. Theoriginal version of the power of attorney shall also be presented at the meeting.
The Company provides a power of attorney form, which is available at theCompany’s head office or at the Company’s website https://www.rightbridge.se/general-shareholders-meeting.
PROPOSED AGENDA
1. Opening of the meeting and election of chairman
2. Preparation and approval of voting list
3. Presentation and approval of the agenda proposed bythe board of directors
4. Election of one or two persons to approve the minutes
5. Determination as to whether the meeting has been duly convened
6. Resolution on a) amendment ofthe articles of association and b) reduction of the share capital to enable anew issue of shares and warrants in accordance with item 7
9. Resolution on reduction of the share capital
10. Closingof the meeting
THE BOARD’SPROPOSAL FOR RESOLUTIONS ON ITEMS 1 AND 6-9
Item 1. Openingof the meeting and election of chairman of the meeting
The board of directors proposes that advokatEmil Apelman, from Advokatfirman Delphi, is elected as chairman of the generalmeeting.
Item 6. Resolution on a) amendment of the articles of associationand b) reduction of the share capital to enable a new issue of shares andwarrants in accordance with item 7
General information on the board’s proposalsunder item 6
To enable theimplementation of the board of directors’ proposal for resolution on new issueof shares and warrants in accordance with item 7 of the notice, it is proposedthat the general meeting resolves to adjust the limits of the articles ofassociation for share capital and number of shares and to reduce the sharecapital. The matters under items 6 a) - b) are one proposal and shall in itsentirety be considered as one resolution by the general meeting. A resolutionunder this item 6 is conditional upon the meeting also resolving in accordanceitems 7 and 8 in the notice.
A valid resolution requiresthat the proposal is supported by shareholders representing at least two-thirds(2/3) of both the votes cast and the shares represented at the meeting.
Item 6 a) - Theboard’s proposal for resolution on amendment § 4 and § 5 of the articles ofassociation
To enable the reduction of sharecapital under item 6 b) and the new share issue under item 7, the board of directorsproposes that the general meeting resolves to amend the Company’s limits forshare capital and number of shares under § 4 and § 5 of the articles ofassociation. The board of directors further proposes that the meeting resolvesthat shares shall only be issued in one class of shares, resulting in thefollowing wording of § 4 and § 5 of the articles of association and that § 13of the articles of association is deleted.
Current wording
Proposed wording
§ 4 Share capital
§ 4 Share Capital
The share capital is not less than SEK 14,393,295.12 and not more than SEK 57,573,180.48. The shares can be ordinary shares or class C ordinary shares.
The share capital is not less than SEK 5,850,000 and not more than SEK 23,400,000. The shares can be ordinary shares or class C ordinary shares.
§ 5 Number of shares
§ 5 Number of shares
The number of shares shall not be less than 120,000,000 and not more than 480,000,000.
Ordinary shares may be issued in a number not more than 480,000,000 and class C ordinary share in a number of not more than one (1).
If the company decides to issue new shares through a cash issue or set-off issue, an old share shall give preferential rights to new shares of the same class of shares in relation to the number of shares the holder previously owns (primary preferential rights). Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). If the shares thus offered are not sufficient for the subscription made with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the total number of shares they previously own in the company. To the extent that this cannot be done in respect of certain shares/shares, distribution is made by lot.
The foregoing shall not entail any restriction on the possibility of deciding on a cash issue or set-off issue with deviation from the shareholders' preferential rights.
What is prescribed above about shareholders' preferential rights shall have equivalent application in the issue of warrants and convertibles.
In the event of an increase in share capital through a bonus issue, new shares shall be issued of each class of shares in proportion to the number of shares of the same class that already exist. In doing so, old shares of a certain class of shares shall carry preferential rights to new shares of the same class of shares. What has now been said shall not entail any restriction on the possibility of issuing shares of a new class by means of a bonus issue, after the necessary amendment of the articles of association.
The number of shares shall not be less than 585,000,000 and not more than 2,340,000,000.
Ordinary shares may be issued in a number not more than 480,000,000 and class C ordinary share in a number of not more than one (1).
If the company decides to issue new shares through a cash issue or set-off issue, an old share shall give preferential rights to new shares of the same class of shares in relation to the number of shares the holder previously owns (primary preferential rights).Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights).If the shares thus offered are not sufficient for the subscription made with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the total number of shares they previously own in the company. To the extent that this cannot be done in respect of certain shares/shares, distribution is made by lot.
The foregoing shall not entail any restriction on the possibility of deciding on a cash issue or set-off issue with deviation from the shareholders' preferential rights.
What is prescribed above about shareholders' preferential rights shall have equivalent application in the issue of warrants and convertibles.
In the event of an increase in share capital through a bonus issue, new shares shall be issued of each class of shares in proportion to the number of shares of the same class that already exist. In doing so, old shares of a certain class of shares shall carry preferential rights to new shares of the same class of shares. What has now been said shall not entail any restriction on the possibility of issuing shares of a new class by means of a bonus issue, after the necessary amendment of the articles of association.
§ 13 Redemption clause (new provision)
§ 13 Redemption clause (new provision)
Reduction of the share capital, but not below the minimum share capital, may, from the company's 2023 Annual General Meeting take place through the redemption of Class C ordinary shares at the request of the holder of the ordinary share of series C or the board of directors of the company.
Upon redemption, an amount of SEK 1,071,550, less any cash dividends that has accrued on the ordinary share of series C from the date on which the ordinary share of series C is registered with the Swedish Companies Registration Office until the day the redemption takes place, shall be paid to the holder. When the reduction decision is taken, an amount equal to the reduction amount shall be allocated to the reserve fund.
Reduction of the share capital, but not below the minimum share capital, may, from the company's 2023 Annual General Meeting take place through the redemption of Class C ordinary shares at the request of the holder of the ordinary shares of series C or the board of directors of the company.
Upon redemption, an amount of SEK 1,071,550, less any cash dividends that has accrued on ordinary share of series C from the date on which the ordinary share of series C is registered with The Swedish Companies Registration Office until the day the redemption takes place, shall be paid to the holder. When reduction decision is taken, an amount equal to the reduction amount shall be allocated to the reserve fund.
Item 6 b) – The board’sproposal for resolution on reduction of the share capital
The board of directorsproposes that the general meeting resolves to reduce the Company’s sharecapital by SEK 17,823,728.760296. The reduction shall be made without redemptionof shares by changing the quota value of the share from SEK 0.12 to SEK 0.01per share. The reduction amount shall be used for allocation to non-restrictedequity.
The reduction shall be madein order to reduce the quota value of the shares and to enable the new shareissue proposed to be approved in accordance with item 7 of the notice. After thereduction, the Company’s share capital will amount to SEK 1,621,162.44 dividedinto a total of 162,116,244 shares (before the new share issue), each with aquota value of SEK 0.01.
The board’s report pursuantto Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act
The effect of the proposalby the board of directors is that the Company’s share capital decreases by SEK17,823,728.760296, from SEK 19,444,891.200296 to SEK 1,621,162.44. At the sametime, the board of directors has proposed that the meeting shall approve the boardof directors’ resolution on a new share issue in accordance with item 7 in the notice.Final terms for the new share issue will be published in a separate pressrelease. The board of directors has further proposed that the general meeting shallresolve a bonus issue in accordance with item 8 of the notice, which means thatthe share capital can simultaneously increase by at least the additional amountrequired to restore the share capital. By carrying out a new issue of sharesand a bonus issue at the same time as the reduction, which increases the sharecapital by at least the reduction amount, the Company may implement thereduction resolution without a permit from the Swedish Companies RegistrationOffice or a public court, since the measures taken together mean thatneither the Company’s restricted equity nor its share capital is reduced.
Item 7. Resolution on approval of the board ofdirectors’ resolution to issue shares and warrants (so-called units) withpreferential rights for existing shareholders
The board of directors proposes that the general meeting resolves toapprove the board of directors’ resolution from 28 November 2023 on a new issueof a maximum of 486,348,732 shares, entailing an increase of the share capitalby a maximum of SEK 4,863,487.32, and on an issue of a maximum of 324,232,488warrants of series TO2, with the right to subscription of a total of324,232,488 shares in the Company, entailing an increase of the share capital,upon full exercise, by a maximum of SEK 3,242,324.88. Now specified sharecapital increases take into account the reduction of the share capital proposedunder item 6 in the notice.
The issues shall be treated as one resolution and is carried out throughthe issuance of so-called units with preferential rights for existingshareholders and in accordance with the terms and conditions below (the ”RightsIssue”).
- The right to subscribe for units in the Rights Issue shall with preferential rights be granted to those who are registered as shareholders in the Company on the record date for the issue. Each shareholder has a preferential right to subscribe for units in proportion to the number of shares the shareholder already owns.
- One (1) existing share in the Company shall entitle to one (1) unit right. One (1) unit right entitles the shareholder to subscribe for one unit
- Each unit consists of three (3) new shares and two (2) warrants of series TO2 (”Unit”).
- Subscription can only be made in Units and thus not in shares and/or warrants separately. Allocation may only be made in Units. However, after the completion of the Rights Issue, the shares and warrants will be separated.
- The record date for determining which shareholders are entitled to subscribe for Units with preferential rights shall be 6 December 2023.
- The subscription price per Unit shall be SEK 0.06, corresponding to a subscription price of SEK 0.02 per ordinary share. The part of the subscription price that exceeds the quota value upon subscription of shares through exercise of the warrants shall be transferred to the unrestricted premium reserve. The warrants are issued free of charge.
- Subscription of Units shall be made from 11 December 2023 up to and including 27 December 2023. Subscription of Units with preferential rights (i.e. with unit rights) shall be made by simultaneous payment. Subscription of Units without preferential rights (i.e. without unit rights) shall be made on a subscription form intended for this purpose during the period stated above. The board of directors shall be entitled to resolve on extension of the subscription period.
- Payment for Units subscribed for without preferential rights (i.e. without unit rights) shall be made no later than three (3) banking days after the issuance of the notice of allotment (contract note) has been sent to the subscriber. However, the board of directors shall be entitled to resolve on extension of the payment period.
- Payment for subscribed Units shall be made in cash. However, it is noted that the board of directors may admit set-off in accordance with Chapter 13, Section 41 of the Swedish Companies Act.
- In the event that not all Units are subscribed for with unit rights, i.e. with preferential rights for existing shareholders, the board of directors shall, within the framework of the maximum amount of the Rights Issue, resolve on the distribution of Units not subscribed for with preferential rights. Such distribution shall take place:
- Primarily to subscribers who have subscribed for Units on the basis of unit rights and, in the event of oversubscription, in proportion to the number of unit rights that each subscriber has exercised to subscribe for Units and, to the extent this cannot be done, by drawing lots.
- Secondly, distribution shall be made to others who have expressed interest in subscribing for Units without the support of unit rights and, in the event of oversubscription, in proportion to the number of Units that such persons have applied to subscribe for, and to the extent this cannot be done, by drawing lots.
- Thirdly, distribution shall be made to the underwriters of the Rights Issue in accordance with the underwriting agreement.
- One (1) warrant of series TO2 shall entitle the holder to subscribe for one (1) new ordinary share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average trading price of the Company's share during the period from 16 May, 2024 up to and including 29 May, 2024, however, not less than SEK 0.02 and not more than SEK 0.04.
- The subscription period for new shares based on warrants of series TO2 shall be from 3 June, 2024 up to and including 17 June, 2024, or as may otherwise follow from the terms and conditions in special cases, see item 13 below.
- Complete terms and conditions for the warrants of series TO2 are set out in the specific terms and conditions that will be made available before the meeting in accordance with the heading "Documents" in the notice.
- The new shares shall carry the right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB. The shares issued as a result of subscription of warrants shall carry the right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.
- The board of directors or the person appointed by the board of directors is authorized to make such minor adjustments to the resolution as may be necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
The meeting's approval of the resolution under this item is conditionalupon the EGM also resolving in accordance with items 6, 7 and 8 of the noticeand that these resolutions are registered with the Swedish CompaniesRegistration Office.
The Chairman of the board of directors of the Company may, throughsubscription in the Rights Issue, reach a shareholding that exceeds 30 percentof all shares and votes in the Company, thereby triggering a so-calledmandatory bid according to the Takeover rules for certain trading platforms.The Chairman of the Company's Board of Directors has undertaken to, within fourweeks from the registration of the new shares, divest shares to such an extentthat the Chairman's total holding no longer represents at least three tenths ofthe votes of all shares in the Company, whereby the mandatory bid obligationlapses. Thus, the Chairman of the Board of Directors does not intend to make apublic takeover bid for the shares in the Company. The Chairman of the Board ofDirectors of the Company has undertaken to carry out the said disposal withinfour weeks from the registration of the new shares to a party that is not aclosely related party.
Item 8. Resolution on bonusissue to enable registration of the resolution on reduction of the sharecapital in accordance with item 6 b) and new issue of shares and warrants inaccordance with item 7
The Company's share capitalwill be restored by a simultaneous issue of new shares and a bonus issueincreasing the share capital by at least the amount of the reduction.
The meeting's approval ofthe resolution under this item is conditional upon the meeting also resolvingin accordance with items 6 and 7 of the notice.
The board of directors orthe person appointed by the board of directors is authorized to make such minoradjustments to the resolution as may be necessary in connection withregistration with the Swedish Companies Registration Office or Euroclear SwedenAB.
Item 9. Resolution on reduction of the share capital
The board further proposesthat the meeting authorizes the board to resolve on the exact amount by whichthe share capital shall be reduced. In its resolution, the board of directorsshall ensure that the quota value of the share is changed to SEK 0.01 andthereby take into account the need to reduce the share capital in relation tothe subscription rate in the proposed share issue in accordance with item 7 ofthe notice.
A valid resolution requiresthat the proposal is supported by shareholders representing at least two-thirds(2/3) of both the votes cast and the shares represented at the meeting.However, the Company may not implement the resolution on reduction without thepermission of the Swedish Companies Registration Office or, in case of dispute,a public court.
The board of directors orthe person appointed by the board of directors is authorized to make such minoradjustments to the resolution as may be necessary in connection withregistration with the Swedish Companies Registration Office or Euroclear SwedenAB.
SHAREHOLDERS’RIGHT TO DEMAND INFORMATION
Pursuant to Chapter 7 Section 32 of the SwedishCompanies Act, the board of directors and the CEO shall, if any shareholder sorequests and the board of directors deems that it can be done withoutsignificant harm to the Company, provide information at the general meetingregarding circumstances which may affect the assessment of a matter on theagenda. The obligation to provide information also includes the Company’srelation to other group companies, the consolidated accounts and suchcircumstances regarding subsidiaries as referred to in the previous sentence.
DOCUMENTS
The board of directors’ complete proposals forresolutions and other documentation will be made available at the Company’soffice at the address Norrlandsgatan 24 in Stockholm not later than two (2)weeks prior to the meeting and will be sent free of charge to the shareholderswho so request and provide their postal address. All documentation pursuant tothe Swedish Companies Act will also be made available on the Company’s website,https://www.rightbridge.se/general-shareholders-meeting, from the same date.
Please note that this is a translation forinformation purposes only. In the event of any discrepancies between theSwedish and English versions, the Swedish version shall prevail.
___________________________
Stockholm, November 2023
Rightbridge Ventures GroupAB
The board of directors
