NOTICE OF ANNUAL GENERAL MEETING OF RIGHTBRIDGE VENTURES GROUP AB
The shareholders of Rightbridge Ventures Group AB (publ), org.nr 559058-5807, (the "Company") are invited to attend the Annual General Meeting to be held on Monday 30 June 2025 at 10:00 a.m. at Nybrogatan Business Center, Nybrogatan 6, Stockholm. Registration for the meeting will commence at 09:45 a.m.
RIGHT TO ATTEND GENERAL MEETINGS
Shareholders who wish to participate in the meeting must:
(i) be entered in the share register maintained by Euroclear Sweden AB on the record date, which is 19 June 2025; and
(ii) no later than 24 June 2025, have notified the Company of their intention to participate and any assistance to the Company, either in writing to Rightbridge Ventures Group AB, "Annual General Meeting", Nybrogatan Business Center, Nybrogatan 6, 114 34, Stockholm, or by e-mail to [email protected].
The notification must include full name, personal identity number or corporate identity number, address, daytime telephone number and, where applicable, information about representatives and assistants. The number of assistants may not exceed two. To facilitate entry to the meeting, the notification should be accompanied, where applicable, by powers of attorney, certificate of registration and other authorization documents.
Personal data retrieved from the share register maintained by Euroclear Sweden AB and participation in the meeting, as well as information about proxies and assistants, will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information on how the personal data is handled, please refer to: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, have the shares registered in their own name through the agency of a nominee, so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date 19 June 2025. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee's procedures, request that the nominee makes such voting rights registration. Voting rights registration that has been requested by shareholders in such time that the registration has been made by the relevant nominee no later than 24 June 2025 will be taken into account in the preparation of the share register.
PROXIES
Shareholders represented by proxy must issue a written power of attorney, signed and dated by the shareholder. If the power of attorney has been issued by a legal entity, a copy of the certificate of registration or, if no such document exists, an equivalent document of authority. A copy of the power of attorney and any certificate of registration should be sent to the Company well in advance of the meeting. The original power of attorney must also be presented at the meeting.
The Company provides shareholders with a proxy form, which can be obtained at the Company's head office or on the Company's website www.rightbridge.se.
PROPOSED AGENDA
1. Election of Chairman of the Meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Determination of whether the meeting has been duly convened
5. Approval of agenda
6. Presentation of the Annual Report and the Auditor's Report as well as the Consolidated Financial Statements and the Auditor's Report on the Group
7. Resolutions regarding:
a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet,
b) appropriation of the Company's result in accordance with the adopted balance sheet, and
c) discharge from liability for the members of the Board of Directors and the CEO.
8. Election of members of the Board of Directors and the auditor
9. Determination of fees to the Board of Directors and auditor
10. Resolution on authorization for the Board of Directors to resolve on a new issue of shares, warrants and/or convertibles
11. Closing of the meeting
PROPOSALS FOR RESOLUTIONS
Point 1. Election of Chairman of the Meeting
Major shareholders propose that Claes Karlborg, the Company's CEO, be elected Chairman of the Meeting.
Point 7b. Resolution on appropriation of the Company's result in accordance with the adopted balance sheet
The Board of Directors proposes that no dividend be paid for the financial year 2024 and that the profit for the year be carried forward.
8. Election of members of the Board of Directors and the auditor
Proposals for members of the Board of Directors and auditor in charge for the Annual General Meeting will be presented and made available on the Company's website well in advance of the Annual General Meeting.
9. Determination of fees to the Board of Directors and the auditor
Major shareholders propose that the Annual General Meeting resolves that the remuneration to the members of the Board of Directors, for the period until the end of the next Annual General Meeting, shall be paid in the amount of SEK 200,000 to the Chairman of the Board and SEK 100,000 to each of the other members.
Fees to the auditor are proposed to be paid in accordance with approved invoices.
10. Resolution on authorization for the Board of Directors to resolve on a new issue of shares, warrants and/or convertibles
The Board of Directors of the Company proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, on one or more occasions and with or without deviation from the shareholders' preferential rights, resolve on a new issue of shares and the issue of warrants and/or convertible debentures. Issues may be made against cash payment, in kind or by set-off, or otherwise with conditions. The number of shares that may be issued pursuant to the authorization shall not be limited in any other way than what follows from the limits of the share capital and the number of shares in force in the Articles of Association at any given time.
Deviations from the shareholders' preferential rights may be made in order to enable payment in connection with the acquisition of property, shares or other interests in legal entities, to capitalize the Company and/or to otherwise develop and expand the business. In the event of deviation from the shareholders' preferential rights, a new issue shall be made on market terms, subject to a market share discount where applicable. According to Chapter 16. The Board of Directors is not entitled to decide on issues to the Board of Directors and/or employees of the Company pursuant to this authorization.
It is proposed that the Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make such minor adjustments to the resolution as may be required in connection with registration with the Swedish Companies Registration Office.
A resolution under this item requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
According to Chapter 7. Sections 32 and 57 of the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the Annual General Meeting on circumstances that may affect the assessment of an item on the agenda or circumstances that may affect the assessment of the Company's financial situation. The duty of disclosure also covers the Company's relationship with other group companies, the consolidated financial statements and such matters regarding subsidiaries as referred to in the previous sentence.
DOCUMENTS
The financial statements and the auditor's report as well as proxy forms will be available at the Company no later than three (3) weeks prior to the Annual General Meeting and the Board of Directors' complete proposals for resolutions and major shareholders' complete proposals for resolutions will be available at the Company's office at Nybrogatan Business Center, Nybrogatan 6, 114 34, Stockholm, no later than two (2) weeks prior to the Annual General Meeting. The documents will also be available on the Company's website www.rightbridge.se and will be sent free of charge to shareholders who so request and state their postal address.
NUMBER OF SHARES AND VOTES
At the time of the issuance of this notice, the total number of shares in the Company amounts to 885,947,903. The total number of votes amounts to 885,947,903.
Stockholm, May 2025
The Board of Directors of Rightbridge Ventures Group AB (publ)