Governance

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ARTICLES OF ASSOCIATION

RIGHTBRIDGE VENTURES GROUP AB (publ.)
Organisations nr.:559058-5807

§ 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.

Auditor

At the Annual General Meeting on June 27, 2022, RightBridge Ventures AB re-elected Grant Thornton AB as its auditing firm and Thomas Daae as responsible, authorized public accountant and member of FAR (industry organization for accounting consultants, auditors & advisers).

Grant Thornton AB and Thomas Daae can be contacted through

Grant Thornton AB, Kungsgatan 57,

Box 7623, 103 94 Stockholm.

Johan Rooth

Born 1983. Chairman of the Board since 2022.
Representing ABELCO Investment Group AB (publ.)

Experience and relevant education: Johan is a trained economist from Mid Sweden University and has also studied communication at the University of Gothenburg. Johan is an experienced investor, CEO and advisor to start-up companies. Johan has been involved in the reverse listing of Fatfish Global Ventures AB and for the past seven years worked in the tech industry. Johan is also the co-founder of Syncro AB and has also completed several successful corporate transactions. Johan also has eight years of experience from banking at SEB with a number of educations in accounting, AML, and KYC.

Current assignments: Johan has for the past 2.5 years been CEO of Abelco Investment Group AB, a company listed on NGM Nordic SME.  Abelco Investment Group AB is also one of the founders and major shareholders in RightBridge Ventures. Johan is also a board member of Properio Ventures AB, Rotfe AB, Isecrets AB, Hembad Sverige AB and others.

Holdings: Johan owns no shares in RightBridge Ventures.

Johan Rooth

Stefan Lindeberg

Born 1962. Board member since 2022.
Independent board member.

Experience and relevant education: Stefan has a master's degree in computer science from Linköping University. Stefan is an experienced investor and business leader in the tech, gaming and investment industry. Stefan's experience is a unique combination of senior positions in international technology companies such as CISCO, Microsoft and IBM. Stefan is also one of the founders of one of Scandinavia's largest technical investment funds, Creandum.

Current assignments: Chairman of the Board of Zordix AB (publ), Mionix AB, Valiant Game Studio AB, Asemgo AB and Further Than Capital AB. Board member of Svensk Teleutveckling &, Ded Dawn Ventures AB and others.

Holdings: After completion of the Transaction, Stefan owns, indirectly, 20,169,489 shares in RightBridge Ventures

Kenneth Arnstrom

Born 1968. Board member since 2022.
Representing ABELCO Investment Group AB (publ.)

Experience and relevant education: Kenneth has studied at Stockholm University and business administration at New York University. Kenneth has several years of experience in international sales, marketing and corporate transactions. Previous experience also includes leading positions in several listed companies, including DIAGEO (listed on the London Stock Exchange) and Swedish Match (listed on Nasdaq Stockholm).

Current assignments: Kenneth is currently Chairman of the Board of Abelco Investment Group AB, listed on NGM Nordic SME. Kenneth is also a partner and transaction advisor at Svensk Företagsförmedling.

Holdings: Following the Transaction, Kenneth owns, indirectly, 3,469,814 shares in RightBridge Ventures.

Magnus Leppäniemi

Born 1970. Board member since 2022.
Independent board member.

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 currently president of esports at esports entertainment group (listed on Nasdaq).

Holdings: Magnus owns, directly and indirectly, 6,809,749 shares in RightBridge Ventures upon completion of the Transaction

Carlos Barrios

Born 1974. Chief Executive Officer

Experience and relevant education: Carlos has over 20 years of experience from international M&A transactions, mainly in media and digital technology and worked in both listed and unlisted companies. Carlos has also previously worked for international companies such as Ericsson AB and Telefónica SA.

Holdings: Following completion of the Transaction, Carlos owns, indirectly, 7,612,224 shares in RightBridge Ventures.

Dawid Szymanski

Born 1991. Head of Content Marketing

Experience and relevant education: Dawid has founded and run KNACKS e-sports and talent agency with operations in over 16 countries. Dawid has extensive experience in e-sports.

Holdings: Following completion of the Transaction, Dawid owns, directly and indirectly, 31,659,963 shares in RightBridge Ventures.

Joseph Segerlund

Born 1996. Head of Operations

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: After completion of the Transaction, Josef owns, directly and indirectly, no shares in RightBridge Ventures.

Nasim Abu Quota

Born 1979. Chief Revenue Office

Experience and relevant training: Nasim is an experienced sales manager with solid experience from the esports industry. Nasim has worked in the media and entertainment industry in companies such as ESL gaming, Dreamhack, Web traffic (Schibstedt) and John Orlando Esport with sales, strategy and business development.

Holdings: Nasim owns,directly and indirectly, no shares in RightBridge Ventures.

Carlos Riera

Born: 1966. Chief Financial Officer

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: Following completion of the Transaction, Carlos owns, indirectly and directly, 7,612,224 shares in RightBridge Ventures.

Certified Advisor

The Company has chosen Amudova AB as its Certified Adviser
Amudova AB
Tel: 08-545 017 58
E-mail: info@amudova.se
Nybrogatan 6
Box 5855
SE-102 40 Stockholm

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