Report from the extraordinary general meeting of RightbridgeVentures Group AB on 9 January 2024
At the extraordinary general meeting (the “EGM”)of Rightbridge Ventures Group AB, reg. no. 559058-5807, (the “Company”),on 9 January 2024 the EGM adopted, inter alia, the following resolutions. Formore detailed information regarding the contents of the resolutions, pleaserefer to the notice to the meeting and the complete proposals for resolutions,which have previously been published and are available on the Company’swebsite, rightbridge.se.
Amendmentof the articles of association and reduction of the share capital
The EGM resolved, in accordance with the boardof directors’ proposal, on a) amendment of the articles of association meaningthat the limits for share capital and number of shares is adjusted and thatshares shall only be issued in one class of shares and b) reduction of the Company’sshare capital by SEK 17,823,728.760296. The reduction is made withoutredemption of shares by changing the quota value of the share from SEK 0.12 toSEK 0.01 per share. The reduction amount shall be used for allocation tonon-restricted equity. Both resolutions were made to enable a new issue of shares and warrants(units) as described below.
Approval of issue of sharesand warrants (units) with preferential rights for existing shareholders
On 28 November2023, the Company announced that the board of directors had resolved, subjectto subsequent approval by the general meeting, on new issue of shares andwarrants (units) with preferential rights for the Company’s existingshareholders (the “Rights Issue”). The EGM approved the board’sresolution on the Rights Issue today.
The Rights Issuecomprises of a maximum of 486,348,732 shares and 324,232,488 warrants of seriesTO2, which entitles the right to subscription of a total of 324,232,488 sharesin the Company. Upon subscription of all issued shares, the Company’s share capitalwill increase by a maximum of SEK 4,863,487.32. If all issued warrants areexercised, the share capital may increase by an additional maximum of SEK3,242,324.88.
Those who arerecorded in the share register as shareholders in the Company on the recorddate on 11 January 2024 will receive one (1) unit right for each share held inthe Company. A unit right entitles the holder to subscribe for new units withpreferential rights. One (1) unit right entitle the holder to subscribe for one(1) unit. One (1) unit consists of three (3) new shares and two (2) warrants ofseries TO2. Subscription of shares in the Company by exercising warrants ofseries TO2 will take place from the period commencing on 3 June 2024 up to andincluding 17 June 2024.
The subscriptionprice per unit is SEK 0.06, corresponding to a subscription price of SEK 0.02per ordinary share. The warrants are issued free of charge.
Subscription forunits can be made during the period commencing on 15 January 2024 up to andincluding 29 January 2024.
Resolution on bonus issue
The EGM resolved,in accordance with the board of directors’ proposal, on a bonus issue meaningthat the Company’s share capital will be increased by SEK 12,960,241.440296without issuance of shares. The increase of the share capital through a bonusissue shall be made by transferring the relevant amount from non-restrictedequity. The resolution was made to enable registration without a permit fromthe Swedish Companies Registration Office of the reduction of the share capitaland the new issue of shares and warrants as described above.
Resolution on reduction ofthe share capital
The EGM resolved, in accordance with the board of directors’ proposal, onreduction of the Company's share capital by a maximum of SEK 13,500,000. Thereduction is made without redemption of shares by changing the quota value ofthe share to SEK 0.01 per share. The reduction amount shall be used forallocation to non-restricted equity. The board is authorized to resolve on theexact amount by which the share capital shall be reduced. The registration ofthe decision to reduce the share capital requires authorization from theSwedish Companies Registration Office.