The shareholders of Rightbridge Ventures GroupAB (publ), Reg. No. 559058-5807 (the "Company"), are hereby convenedto 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 OFATTENDANCE
Shareholders wishing to attend the Meetingmust:
(i) be recorded as shareholders in the shareregister maintained by Euroclear Sweden AB as of the record date, 19 June 2025;and
(ii) notify the Company of their intention toparticipate no later than 24 June 2025. Notice of attendance, including anyaccompanying counsel, shall be sent in writing to Rightbridge Ventures GroupAB, “Extraordinary General Meeting,” Nybrogatan Business Center, Nybrogatan 6,SE-114 34 Stockholm, or by email to info@rightbridge.se.
The notification shall include theshareholder’s full name, personal or corporate identification number, address,daytime telephone number, and, if applicable, information about proxies orassistants (maximum of two). To facilitate entry at the Meeting, proxies,registration certificates, and other authorization documents should besubmitted together with the notification.
Personal data collected from the shareregister maintained by Euroclear Sweden AB, as well as participation at theMeeting and details on proxies or assistants, will be used for registration,preparation of the voting list for the Meeting, and, where applicable, minutesof the Meeting. Personal data is handled in accordance with the General DataProtection Regulation (EU Regulation 2016/679). Full information regardingpersonal 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 musttemporarily re-register the shares in their own name, so that the shareholderis recorded in the share register kept by Euroclear Sweden AB by the recorddate, 19 June 2025. Such registration may be temporary (so-called voting rightsregistration). Shareholders should request such registration with their nomineewell in advance and in accordance with the nominee's procedures. Voting rightsregistrations completed by the nominee no later than 24 June 2025 will beconsidered in the preparation of the share register.
PROXIES
Shareholders represented by proxy must issue awritten, signed, and dated power of attorney. If the power of attorney isissued by a legal entity, a copy of the registration certificate (or equivalentauthorization document) must be enclosed. To facilitate the registrationprocess, copies of the power of attorney and registration certificate should besubmitted to the Company in advance. The original power of attorney must alsobe presented at the Meeting.
The Company provides shareholders with a proxyform, 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 dulyconvened
5. Approval of the agenda
6. Presentation of the control balance sheet and theauditor’s statement thereon
7. Resolution on whether the Company shall enter intoliquidation or continue its operations
8. Closing of the Meeting
PROPOSALS FOR RESOLUTION
Item 7 – Resolution on whether the Companyshall enter into liquidation or continue its operations
The Board of Directors has prepared a controlbalance sheet in accordance with the Swedish Companies Act, which has beenreviewed by the Company’s auditor. The balance sheet shows that the Company’sequity amounts to SEK –13,237,910, which is less than half of the registeredshare 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 notenter into liquidation but instead continue its operations to evaluatepotential strategic alternatives, including acquisitions or a reverse takeover.The Company’s primary assets consist of its listing on Nasdaq First North andpotential tax loss carry-forwards. The Board is continuously working toleverage these assets in order to maximize shareholder value.
The Board believes that the aforementionedvalues, and the opportunities they may generate, can contribute to restoringthe Company’s equity. Based on this, the Board’s primary proposal is tocontinue operations. The Board considers this to be in the best interest ofboth the Company and its shareholders, in order to safeguard the Company’slong-term interests.
If the General Meeting resolves to continueoperations, a second control meeting must be held within eight months of thefirst control meeting to again assess the matter of liquidation. Ahead of thissecond meeting, the Board must prepare an updated control balance sheet, whichmust be reviewed by the Company’s auditor. If this new balance sheet stillshows that equity is below the registered share capital, the Company is legallyobliged to enter into liquidation.
Secondary Proposal – Liquidation
In addition to its primary proposal tocontinue operations, the Board is legally required to also present a proposalfor liquidation. If the General Meeting does not resolve in favor of theprimary proposal, the Board therefore proposes that the Company shall enterinto liquidation.
This proposal is based on the fact that,according to the control balance sheet, the Company’s equity is less than halfof the registered share capital. The proposed liquidation would becomeeffective on the date the Swedish Companies Registration Office appoints aliquidator. The Board’s preliminary assessment is that distribution of anyremaining assets may take place within twelve months from the appointment ofthe liquidator. Given the Company’s financial position, the Board does notexpect any distribution to shareholders. The Board does not propose a specificliquidator.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
Pursuant to Chapter 7, Sections 32 and 57 ofthe Swedish Companies Act, the Board of Directors and the CEO shall, ifrequested by a shareholder and if it can be done without material harm to theCompany, provide information at the Meeting regarding matters that may affectthe assessment of items on the agenda or of the Company’s financial position.This duty to provide information also applies to the Company’s relationshipwith group companies and the consolidated financial statements.
DOCUMENTS
The documents will be available at theCompany’s office no later than two (2) weeks before the Meeting at NybrogatanBusiness Center, Nybrogatan 6, SE-114 34 Stockholm, and on the Company’swebsite www.rightbridge.se.Copies will also be sent free of charge to shareholders upon request and byproviding a postal address.
SHARES AND VOTES
At the time of issuing this notice, the totalnumber 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)
