§ 1 Company name
The company name is Rightbridge Ventures Group AB (publ).
§ 2 Registered office of the Board of Directors
The Board of Directors is based in Stockholm County, Stockholm Municipality.
§ 3 Operations
The company shall own and manage fixed and current assets and shall conduct, directly and indirectly investments through acquisitions and management of portfolio companies in esports and gaming and related activities.
§ 4 Share capital
The share capital is not less than SEK 10 000 000 and not more than SEK 40 000 000. The shares can be ordinary shares or class C ordinary shares.
§ 5 Number of shares
The number of shares shall be not less than 2,084,303,820 and not more than 8,337,215,280.
Ordinary shares may be issued in a number of not more than 8,337,215,280 and class C ordinary share sin 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 tot he 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.
§ 6 Board of Directors
The Board of Directors shall consist of a minimum of three (3) and a maximum of eight (8) Board members with a minimum of zero (0) and no more than three (3) deputies. TheBoard of Directors is elected at the Annual General Meeting for the period until the end of the next Annual General Meeting.
§ 7 Auditors
To review the company's annual report and that of the Board of Directors and the CEO management, at least one or a maximum of two auditors with or without alternates shall be appointed or a registered auditing firm.
§ 8 Notice of General Meeting
Notice of a general meeting shall be given by means of an announcement in national Swedish press and by that the notice is made available on the company's website. At the same time as notice is given, the company shall by advertising in Dagens Industri inform that notice has been given.
§ 9 Registration for a general meeting
Shareholders entered in the share register in the share register in the manner is prescribed in theSwedish Companies Act (2005:551) and who have registered with the company no later than the date that stated in the notice of the meeting. This day shall not be Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and not fall earlier than the fifth weekday before the meeting.
§ 10 Matters at theAnnual General Meeting
At the Annual GeneralMeeting, the following matters shall occur:
1. Election of theChairman.
2. Preparation and approval of the electoral roll.
3. Election of one or two persons to act as adjusters.
4. Determination of whether the meeting has been duly convened.
5. Approval of the agenda
6. Presentation of the annual accounts and the auditor's report and, where appropriate,
consolidated financial statements and auditor's report.
7. Decide on the following;
a. the determination of the profit and loss account and balance sheet and, where appropriate consolidated income statement and consolidated balance sheet,
b. the appropriation of the company's profit or loss in accordance with the adopted balance sheet, and where applicable, the consolidated balance sheet adopted;
c. free from liability of the members of the Board of Directors and the CEO.
8. Determination of the number of board members, deputy directors and of the number of auditors and deputy auditors.
9. Election of board members and any deputy directors and auditors or audit firms and any deputy auditors.
10. Determination of fees to the Board of Directors and the auditor.
11. Other matters that are the responsibility of the general meeting in accordance with the SwedishCompanies Act (2005:551) or articles of association.
§ 11 Financial year
The company's financial year is 1 Jan – 31 December.
§ 12 Reconciliation reservation
The company's shares must be registered in a reconciliation register in accordance with the Act(1998:1479) on central securities depositories and accounting of financial instruments (reconciliation reservation).
§ 13 Redemption reservation
Reduction of the share capital, but not below the minimum share capital, may, from the company's the2023 Annual General Meeting shall take place through the redemption of Class C ordinary shares at the request of the holder of the ordinary shares of series Cor the board of directors of the company.
Upon redemption, an amount of SEK 1,071,550, less any cash dividends that has been in possession of class C ordinary shares 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 is paid to the holder. When reduction decisions taken, an amount equal to the reduction amount shall be allocated to the reserve fund.
At the Annual General Meeting on June 16, 2023, RightBridge Ventures Group AB elected MOORE Allegretto AB as its auditing firm and Patrik Ekenberg as responsible, authorized public accountant and member of FAR (industry organization for accounting consultants, auditors & advisers).
MOORE Allegretto AB and Patrik Ekenberg can be contacted through
MOORE Allegretto AB Ringvägen 100 118 60 Stockholm.
Experience and relevant education: In the mobile gaming industry, Mads Jørgensen founded Zellsoft in 2000 together with the Tier 1 mobile operator in Denmark TDC. The partnership allowed two major mergers with other mobile gaming companies in Europe over the years and today operates under the name Atchik Realtime. Mads also co-founded the mobile content aggregator Rezet.net and bought brands such as Disney, Cartoon Network and Warner Bros. live in the mobile space. The big step into the igaming sector was taken as CEO of the listed company Daydream Software with the massive development of mobile java games for SonyEricsson and Nokia's mobile phones. DayDream Software was transformed into the first listed Igaming operator on the Swedish stock exchange through a reverse takeover of 24H poker AB.Entrepreneurship, iGaming and cooperate finance are the personal skills of Mads, who together with co-founders formed the company Lady Luck Games.
Current assignments: CEO of LL Lucky games
Holdings: Mads owns, directly and indirectly, 24,712,053 shares in RightBridge Ventures Group
Experience and relevant education: Kin-Wai Lau is a tech investor and entrepreneur with extensiveexperience in Asia and Europe. Kin Wai founded his first company at the age of23 and he has since built companies in internet media, software, gaming, andtechnology. He was named by the media as one of the youngest CEOs of a publiclytraded company in Southeast Asia when he took his first company to a successfulIPO at the age of 28.To date, he has led half a dozen technology companies, six of which arelisted on stock exchanges in the Asia-Pacific region. More recently, he foundedFatfish Internet Group ("Fatfish"), a regional venture builderfocused on building internet businesses in Southeast Asia and Australia.
Current assignments: Kin-Wai Lau is CEO of Abelco Investment Group, Chairman of iCandyInteractive.
Experience and relevant education: Carl Falkenberg has over 25 years of experience in retail banking forSEB. In a number of leadership roles, the last few years as CEO of SEB A/S inCopenhagen. Carl Falkenberg is currently active in corporate transactions andboard work as well as investments. M.Sc. in Economics and Business Administration from the Universities of Lund and Stockholm.
Current assignments: Board member of LL Lucky Games
Experience and relevant education: Magnus has long and solid experience from the e-sports and gaming industry. Since 1996, Magnus has worked with both sales and marketing. Previous experience includes senior positions in esports scale-ups such as Wehype and digital gaming platform DreamHack and Pan Vision. Magnus also co-founded Konami's Nordic operations, a player that has published well-known Nintento games as well as classic games such as Castlevania and Dawn of the Battle Royale.
Current assignments: Magnus is Deputy CEO at Abelco Investment Group.
Holdings: Magnus owns, directly and indirectly, 6,809,749 shares in RightBridge Ventures Group
Experience and relevant education: Claes Kalborg is an industry veteran with over 25 years of experience as an entrepreneur in the entertainment and gaming industry. He has held leading positions at MTG, Modern Times Group (MTG), Rovio and King. Furthermore, Claes Kalborg also has significant experience of serving as member of the board of directors, including in several listed companies, such as Fragbite, Lady Luck and Flexion Mobile.
Holdings: Claes holds 22 500 000 shares in the company.
Experience and relevant education: Josef has a bachelor's degree in management and control from Uppsala University. Josef is an entrepreneur with good knowledge in business management and accounting and has previously worked as an auditor at Ernst & Young and is also the founder of a smaller coffee roastery, Smögens kafferosteri AB.
Holdings: Josef holds 10 000 002 shares in the company and 2 191 304 warrants .
Experience and relevant education: Carlos holds a Master's degree in Economics from the University of Barcelona. He also studied at the London Business School. Carlos has previously worked as an auditor at Ernst & Young and held several c-level positions at major tech and investment companies, including as CEO of the Nasdaq-listed company A3 Allmänna IT- och Telekomaktiebolaget AB and as Head of Private Equity at Pemberton Asset Management Group.
Holdings: Carlos owns, indirectly and directly, 304 489 shares in RightBridge Ventures.
The Company has chosen Corpura Fondkommission AB as its Certified Adviser
Corpura Fondkommission AB
Tel: +46 (0)70- 389 48 88
E-mail: ca@corpura.se
Artillerigatan 42
SE-114 45 Stockholm
www.corpura.se
