NOTICE OF EXTRAORDINARY GENERAL MEETING IN RIGHTBRIDGE VENTURES GROUP AB
The shareholders of Rightbridge Ventures Group AB, 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 Samuelsgatan 17 in Stockholm. Registration for the meeting will commence at 10:30 CET.
RIGHT TO PARTICIPATE AT THE GENERAL MEETING
Shareholders who wish to attend the meeting shall:
(i) both be recorded in the share register maintained by Euroclear Sweden AB on the record date on Monday, 18 December 2023; and
(ii) not later than on Wednesday, 20 December 2023 have notified their attendance and possible advisors to the Company; either in writing to Rightbridge Ventures Group AB, “EGM”, Norrlandsgatan 24, SE-111 43 Stockholm, Sweden, or by e-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 advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data obtained from the share register maintained by Euroclear Sweden AB, the notice and attendance at the meeting and data regarding proxies and advisors will be used for registration, preparation of 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 Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council) effective from 25 May 2018. For complete information regarding how the personal data is handled, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
NOMINEE REGISTERED SHARES
To be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must register the shares in their own name so that the shareholder is registered in the register of shareholders kept by Euroclear Sweden AB on the record date on Monday, 18 December 2023. Such registration may be temporary (so-called voting registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than Wednesday, 20 December 2023 will be considered in the preparation of the share register.
PROXIES
Shareholders represented by a proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a copy of the certificate of registration or, if such document does not exist, of a corresponding document of authority. A copy of the power of attorney and any certificate of registration shall be sent to the Company well in advance of the meeting. The original 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 the Company’s head office or at the Company’s website https://www.rightbridge.se/general-shareholders-meeting.
PROPOSED AGENDA
- Opening of the meeting and election of chairman
- Preparation and approval of voting list
- Presentation and approval of the agenda proposed by the board of directors
- Election of one or two persons to approve the minutes
- Determination as to whether the meeting has been duly convened
- Resolution on a) amendment of the articles of association and b) reduction of the share capital to enable a new issue of shares and warrants in accordance with item 7
- Resolution on approval of the board of directors’ resolution to issue shares and warrants (so-called units) with preferential rights for existing shareholders
- Resolution on bonus issue to enable registration of the resolution on reduction of the share capital in accordance with item 6 and new issue of shares and warrants in accordance with item 7
- Resolution on reduction of the share capital
- Closing of the meeting
THE BOARD’S PROPOSAL FOR RESOLUTIONS ON ITEMS 1 AND 6-9
Item 1. Opening of the meeting and election of chairman of the meeting
The board of directors proposes that advokat Emil Apelman, from Advokatfirman Delphi, is elected as chairman of the general meeting.
Item 6. Resolution on a) amendment of the articles of association and b) reduction of the share capital to enable a new issue of shares and warrants in accordance with item 7
General information on the board’s proposals under item 6
To enable the implementation of the board of directors’ proposal for resolution on new issue of shares and warrants in accordance with item 7 of the notice, it is proposed that the general meeting resolves to adjust the limits of the articles of association for share capital and number of shares and to reduce the share capital. The matters under items 6 a) - b) are one proposal and shall in its entirety be considered as one resolution by the general meeting. A resolution under this item 6 is conditional upon the meeting also resolving in accordance items 7 and 8 in the notice.
A valid resolution requires that 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) - The board’s proposal for resolution on amendment § 4 and § 5 of the articles of association
To enable the reduction of share capital under item 6 b) and the new share issue under item 7, the board of directors proposes that the general meeting resolves to amend the Company’s limits for share capital and number of shares under § 4 and § 5 of the articles of association. The board of directors further proposes that the meeting resolves that shares shall only be issued in one class of shares, resulting in the following wording of § 4 and § 5 of the articles of association and that § 13 of the articles of association is deleted.
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Current wording |
Proposed wording |
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§ 4 Share capital |
§ 4 Share Capital |
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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. |
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§ 5 Number of shares |
§ 5 Number of shares |
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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.
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§ 13 Redemption clause (new provision) |
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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. |
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Item 6 b) – The board’s proposal for resolution on reduction of the share capital
The board of directors proposes that the general meeting resolves to reduce the Company’s share capital by SEK 17,823,728.760296. The reduction shall be made without redemption of shares by changing the quota value of the share from SEK 0.12 to SEK 0.01 per share. The reduction amount shall be used for allocation to non-restricted equity.
The reduction shall be made in order to reduce the quota value of the shares and to enable the new share issue proposed to be approved in accordance with item 7 of the notice. After the reduction, the Company’s share capital will amount to SEK 1,621,162.44 divided into a total of 162,116,244 shares (before the new share issue), each with a quota value of SEK 0.01.
The board’s report pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act
The effect of the proposal by the board of directors is that the Company’s share capital decreases by SEK 17,823,728.760296, from SEK 19,444,891.200296 to SEK 1,621,162.44. At the same time, the board of directors has proposed that the meeting shall approve the board of 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 press release. The board of directors has further proposed that the general meeting shall resolve a bonus issue in accordance with item 8 of the notice, which means that the share capital can simultaneously increase by at least the additional amount required to restore the share capital. By carrying out a new issue of shares and a bonus issue at the same time as the reduction, which increases the share capital by at least the reduction amount, the Company may implement the reduction resolution without a permit from the Swedish Companies Registration Office or a public court, since the measures taken together mean that neither the Company’s restricted equity nor its share capital is reduced.
Item 7. Resolution on approval of the board of directors’ resolution to issue shares and warrants (so-called units) with preferential rights for existing shareholders
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution from 28 November 2023 on a new issue of a maximum of 486,348,732 shares, entailing an increase of the share capital by a maximum of SEK 4,863,487.32, and on an issue of a maximum of 324,232,488 warrants of series TO2, with the right to subscription of a total of 324,232,488 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 share capital increases take into account the reduction of the share capital proposed under item 6 in the notice.
The issues shall be treated as one resolution and is carried out through the issuance of so-called units with preferential rights for existing shareholders and in accordance with the terms and conditions below (the ”Rights Issue”).
- 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 conditional upon the EGM also resolving in accordance with items 6, 7 and 8 of the notice and that these resolutions are registered with the Swedish Companies Registration Office.
The Chairman of the board of directors of the Company may, through subscription in the Rights Issue, reach a shareholding that exceeds 30 percent of all shares and votes in the Company, thereby triggering a so-called mandatory bid according to the Takeover rules for certain trading platforms. The Chairman of the Company's Board of Directors has undertaken to, within four weeks from the registration of the new shares, divest shares to such an extent that the Chairman's total holding no longer represents at least three tenths of the votes of all shares in the Company, whereby the mandatory bid obligation lapses. Thus, the Chairman of the Board of Directors does not intend to make a public takeover bid for the shares in the Company. The Chairman of the Board of Directors of the Company has undertaken to carry out the said disposal within four weeks from the registration of the new shares to a party that is not a closely related party.
Item 8. Resolution on bonus issue to enable registration of the resolution on reduction of the share capital in accordance with item 6 b) and new issue of shares and warrants in accordance with item 7
In order to enable registration without a permit from the Swedish Companies Registration Office of the board of directors' proposal for a resolution on reduction of the share capital in accordance with item 6 b) and new issue of shares and warrants in accordance with item 7 of the notice, the board of directors proposes that the general meeting resolves to increase the share capital by SEK 12,960,241.440296 through a bonus issue without issuance of shares. The increase of the share capital through a bonus issue in accordance with this proposed resolution shall be made by transferring the relevant amount from non-restricted equity.
The Company's share capital will be restored by a simultaneous issue of new shares and a bonus issue increasing the share capital by at least the amount of the reduction.
The meeting's approval of the resolution under this item is conditional upon the meeting also resolving in accordance with items 6 and 7 of the notice.
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.
Item 9. Resolution on reduction of the share capital
The board of directors proposes that the general meeting resolves on reduction of the Company's share capital by a maximum of SEK 13,500,000. The reduction shall be carried out without redemption of shares by changing the quota value of the share to SEK 0.01 per share. The reduction amount shall be used for allocation to non-restricted equity.
The board further proposes that the meeting authorizes the board to resolve on the exact amount by which the share capital shall be reduced. In its resolution, the board of directors shall ensure that the quota value of the share is changed to SEK 0.01 and thereby take into account the need to reduce the share capital in relation to the subscription rate in the proposed share issue in accordance with item 7 of the notice.
A valid resolution requires that 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 the permission of the Swedish Companies Registration Office or, in case of dispute, a public court.
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.
SHAREHOLDERS’ RIGHT TO DEMAND INFORMATION
Pursuant to Chapter 7 Section 32 of the Swedish Companies Act, the board of directors and the CEO shall, if any shareholder so requests and the board of directors deems that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda. The obligation to provide information also includes the Company’s relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as referred to in the previous sentence.
DOCUMENTS
The board of directors’ complete proposals for resolutions and other documentation will be made available at the Company’s office 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 shareholders who so request and provide their postal address. All documentation pursuant to the 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 for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
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Stockholm, November 2023
Rightbridge Ventures Group AB
The board of directors