Notice of Extraordinary General Meeting, also serving as the First Control Meeting in Rightbridge Ventures Group AB

The shareholders of Rightbridge Ventures Group AB (publ), Reg. No. 559058-5807 (the "Company"), are hereby convened to an Extraordinary General Meeting, also serving as the first control meeting, to be held on Monday, 30 June 2025 at 10:15 a.m. at Nybrogatan Business Center, Nybrogatan 6, Stockholm, Sweden.

RIGHT TO PARTICIPATE AND NOTIFICATION OF ATTENDANCE

Shareholders wishing to attend the Meeting must:

(i) be recorded as shareholders in the share register maintained by Euroclear Sweden AB as of the record date, 19 June 2025; and

(ii) notify the Company of their intention to participate no later than 24 June 2025. Notice of attendance, including any accompanying counsel, shall be sent in writing to Rightbridge Ventures Group AB, “Extraordinary General Meeting,” Nybrogatan Business Center, Nybrogatan 6, SE-114 34 Stockholm, or by email to [email protected].

The notification shall include the shareholder’s full name, personal or corporate identification number, address, daytime telephone number, and, if applicable, information about proxies or assistants (maximum of two). To facilitate entry at the Meeting, proxies, registration certificates, and other authorization documents should be submitted together with the notification.

Personal data collected from the share register maintained by Euroclear Sweden AB, as well as participation at the Meeting and details on proxies or assistants, will be used for registration, preparation of the voting list for the Meeting, and, where applicable, minutes of the Meeting. Personal data is handled in accordance with the General Data Protection Regulation (EU Regulation 2016/679). Full information regarding personal data processing is available at:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

NOMINEE-REGISTERED SHARES

To be entitled to participate in the Meeting, shareholders who have registered their shares in the name of a nominee must temporarily re-register the shares in their own name, so that the shareholder is recorded in the share register kept by Euroclear Sweden AB by the record date, 19 June 2025. Such registration may be temporary (so-called voting rights registration). Shareholders should request such registration with their nominee well in advance and in accordance with the nominee's procedures. Voting rights registrations completed by the nominee no later than 24 June 2025 will be considered in the preparation of the share register.

PROXIES

Shareholders represented by proxy must issue a written, signed, and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the registration certificate (or equivalent authorization document) must be enclosed. To facilitate the registration process, copies of the power of attorney and registration certificate should be submitted to the Company in advance. The original power of attorney must also be presented at the Meeting.

The Company provides shareholders with a proxy form, available at the Company’s headquarters and on its website at www.rightbridge.se.

PROPOSED AGENDA

1. Election of the 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 the agenda
6. Presentation of the control balance sheet and the auditor’s statement thereon
7. Resolution on whether the Company shall enter into liquidation or continue its operations
8. Closing of the Meeting

PROPOSALS FOR RESOLUTION

Item 7 – Resolution on whether the Company shall enter into liquidation or continue its operations

The Board of Directors has prepared a control balance sheet in accordance with the Swedish Companies Act, which has been reviewed by the Company’s auditor. The balance sheet shows that the Company’s equity amounts to SEK –13,237,910, which is less than half of the registered share capital. Pursuant to Chapter 25, Section 13 of the Swedish Companies Act, the matter of liquidation must therefore be addressed by the General Meeting. Based on this, the Board of Directors submits the following proposals:

Primary Proposal – Continue Operations

The Board proposes that the Company shall not enter into liquidation but instead continue its operations to evaluate potential strategic alternatives, including acquisitions or a reverse takeover. The Company’s primary assets consist of its listing on Nasdaq First North and potential tax loss carry-forwards. The Board is continuously working to leverage these assets in order to maximize shareholder value.

The Board believes that the aforementioned values, and the opportunities they may generate, can contribute to restoring the Company’s equity. Based on this, the Board’s primary proposal is to continue operations. The Board considers this to be in the best interest of both the Company and its shareholders, in order to safeguard the Company’s long-term interests.

If the General Meeting resolves to continue operations, a second control meeting must be held within eight months of the first control meeting to again assess the matter of liquidation. Ahead of this second meeting, the Board must prepare an updated control balance sheet, which must be reviewed by the Company’s auditor. If this new balance sheet still shows that equity is below the registered share capital, the Company is legally obliged to enter into liquidation.

Secondary Proposal – Liquidation

In addition to its primary proposal to continue operations, the Board is legally required to also present a proposal for liquidation. If the General Meeting does not resolve in favor of the primary proposal, the Board therefore proposes that the Company shall enter into liquidation.

This proposal is based on the fact that, according to the control balance sheet, the Company’s equity is less than half of the registered share capital. The proposed liquidation would become effective on the date the Swedish Companies Registration Office appoints a liquidator. The Board’s preliminary assessment is that distribution of any remaining assets may take place within twelve months from the appointment of the liquidator. Given the Company’s financial position, the Board does not expect any distribution to shareholders. The Board does not propose a specific liquidator.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

Pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the Board of Directors and the CEO shall, if requested by a shareholder and if it can be done without material harm to the Company, provide information at the Meeting regarding matters that may affect the assessment of items on the agenda or of the Company’s financial position. This duty to provide information also applies to the Company’s relationship with group companies and the consolidated financial statements.

DOCUMENTS

The documents will be available at the Company’s office no later than two (2) weeks before the Meeting at Nybrogatan Business Center, Nybrogatan 6, SE-114 34 Stockholm, and on the Company’s website www.rightbridge.se. Copies will also be sent free of charge to shareholders upon request and by providing a postal address.

SHARES AND VOTES

At the time of issuing this notice, the total number of shares and votes in the Company amounts to 885,947,903.

Stockholm, June 2025
The Board of Directors of Rightbridge Ventures Group AB (publ)