NOTICE OF ANNUAL GENERAL MEETING IN RIGHTBRIDGE VENTURES GROUP AB
NOTICE OF annual GENERAL MEETING IN Rightbridge Ventures Group AB
The shareholders of Rightbridge Ventures Group AB, reg. no 559058–5807, (the “Company”), are hereby convened to an Annual General Meeting (“AGM”) on Monday, 17 June 2024, at 10:00 CEST at Advokatfirman Delphi at Mäster Samuelsgatan 17 in Stockholm. Registration for the meeting will commence at 09:30 CEST.
RIGHT TO PARTICIPATE AT THE GENERAL MEETING
Shareholders who wish to participate at the meeting shall:
(i) both be recorded in the share register maintained by Euroclear Sweden AB on the record date on Friday, 7 June 2024; and
(ii) not later than on Tuesday, 11 June 2024 have notified their attendance and possible advisors to the Company; either in writing to Rightbridge Ventures Group AB, “AGM”, Östermalmsgatan 26a, SE-114 26 Stockholm, Sweden, or by e-mail to [email protected].
The notification shall include full name, personal or corporate identity number, address, daytime telephone number and, when applicable, information about proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data obtained from the share register maintained by Euroclear Sweden AB, the notice and attendance at the meeting and data regarding proxies and advisors will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council) effective from 25 May 2018. For complete information regarding how the personal data is handled, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
NOMINEE REGISTERED SHARES
To be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must register the shares in their own name so that the shareholder is registered in the register of shareholders kept by Euroclear Sweden AB on the record date on Friday, 7 June 2024. Such registration may be temporary (so-called voting registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than Tuesday, 11 June 2024 will be considered in the preparation of the share register.
PROXIES
Shareholders represented by a proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a copy of the certificate of registration or, if such document does not exist, of a corresponding document of authority. A copy of the power of attorney and any certificate of registration shall be sent to the Company well in advance of the meeting. The original version of the power of attorney shall also be presented at the meeting.
The Company provides a power of attorney form, which is available at the Company’s head office or at the Company’s website https://www.rightbridge.se/general-shareholders-meeting.
PROPOSED AGENDA
- Election of chairman for the meeting
- Preparation and approval of voting list
- Election of one or two persons to approve the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor's report and the consolidated financial statements and the auditor's report on the consolidated accounts
- Resolution on:
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet,
b) disposition of the Company’s result in accordance with the adopted balance sheet, and
c) discharge from liability of the members of the Board of Directors and the CEO.
- Determination of the number of board members, deputy board members and the number of auditors and deputy auditors
- Election of board members and any deputy board members as well as auditors or auditing firm and any deputy auditors
- Determination of remuneration to the Board of Directors and auditor
- Resolution on A) implementation of a qualified employee stock option program for board members, B) issue of warrants as hedging arrangement and C) approval of transfer of warrants
- Resolution on A) implementation of a qualified employee stock option program for certain employees, B) issue of warrants as hedging arrangement and C) approval of transfer of warrants
- Resolution on authorization for the Board of Directors to resolve on new issue of shares, warrants and/or convertibles
- Closing of the meeting
PROPOSALS FOR RESOLUTIONS
Item 1. Election of chairman of the meeting
The major shareholders proposes that advokat Sandra Broneus, from Advokatfirman Delphi, is elected as chairman of the meeting.
Item 7b. Resolution on disposition of the Company's result in accordance with the adopted balance sheet
The Board of Directors proposes that no dividend is paid for the financial year 2023 and that the result of the year is carried forward to new account.
Item 8. Determination of the number of board members, deputy board members and the number of auditors and deputy auditor
The Board of Directors currently consists of five (5) ordinary members without deputies. Major shareholders proposes that the Board of Directors, for the period until the end of the next AGM, shall consist of five (5) ordinary members without deputies.
The Company currently has one audit firm as auditor. Major shareholders proposes that the Company, for the period until the end of the next AGM, shall have an audit firm as auditor.
Item 9. Election of board members and any deputy board members as well as auditors or auditing firm and any deputy auditors
Major shareholders proposes that the AGM, for the period until the end of the next AGM, shall re-elect the Board members Mads Jørgensen, Christopher Bergstresser, Carl Falkenberg, Nora Henriksson and Tord Steinsvik.
Major shareholders propose that the AGM, for the period until the end of the next AGM, shall re-elect Mads Jørgensen as Chairman of the Board of Directors.
Major shareholders further propose that the AGM, for the period until the end of the next AGM, shall re-elect the audit firm MOORE Allegretto AB as the Company's auditor. MOORE Allegretto AB has announced that, in the event MOORE Allegretto AB is re-elected as the Company's auditor, Patrik Ekenberg will remain as auditor in charge.
Item 10. Determination of remuneration to the Board of Directors and auditor
Major shareholders propose that the AGM resolves that the remuneration to the Board of Directors, for the period until the end of the next AGM, shall be SEK 200,000 to the chairman of the Board of Directors and SEK 100,000 to each of the other members.
Furthermore, it is proposed that the auditor's fees shall be paid according to approved invoices in accordance with customary billing standards.
Item 11. Resolution on A) implementation of a qualified employee stock option program for board members, B) issue of warrants as hedging arrangement and C) approval of transfer of warrants
Major shareholders propose that the AGM resolves to implement a long-term incentive program by issuing qualified employee stock options in accordance with what is set out under item A below to board members of the Company. In order to secure the Company's commitments under the incentive program, major shareholders also propose that the AGM resolves on a directed issue of warrants and approval of transfer of warrants in accordance with what is set out under items B and C below.
A) Implementation of Employee Stock Option Program 2024/2027 I for board members
Terms and conditions for Employee Stock Option Program 2024/2027 I for board members
Major shareholders propose that the AGM resolves to implement an employee stock option program consisting of qualified employee stock options in accordance with Chapter 11 a of the Swedish Income Tax Act (1999:1229) ("Employee Stock Option Program 2024/2027 I"), intended for the Company's board members.
1. Employee Stock Option Program 2024/2027 I shall include a maximum of 40,637,140 employee stock options.
2. The right to receive employee stock options shall be granted to the following categories:
|
Category |
Maximum number of participants |
Maximum number of stock options per participant |
Maximum number of stock options per category |
|
Chairman of the Board Directors |
1 |
12,104,680 |
12,104,680 |
|
Other board members |
4 |
7,133,155 |
28,532,460 |
3. Oversubscription shall not be possible. Participants may choose to subscribe for a lower number of stock options than those offered to participants.
4. The stock options shall be granted free of charge.
5. Each employee stock option entitles the holder to acquire one (1) new share in the Company at an exercise price corresponding to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during a period of two weeks after the Company's AGM 2024.
6. The exercise price and the number of new shares to which each stock option entitles the to may be subject to recalculation as a result of bonus issues, splits, rights issues and similar events.
7. The employee stock options may be exercised to subscribe for shares in the Company during the period from 1 July 2027 to 30 September 2027.
8. The stock options shall be governed by a separate agreement with the respective holder. The agreement shall contain, inter alia, the following terms:
• The employee stock options shall not constitute securities and may not be transferred, pledged or otherwise disposed of by the holder;
• The employee stock options are linked to the participant's employment in the Company and require a certain minimum amount of work. If the employment is terminated before the employee stock options are exercised for share subscription, all of the participant's non-exercised employee stock options lapse without the right to exercise them.
9. Participation in the Employee Stock Option Program 2024/2027 I in accordance with the principles above presupposes that such participation is legally possible and that, in the Company's opinion, such participation can be carried out with reasonable administrative and financial efforts.
Background and reasons for the proposal
The purpose of the Employee Stock Option Program 2024/2027 I is to create the conditions for retaining and increasing the motivation of the board members of the Company. Major shareholders find that it is in the interest of all shareholders that these individuals, who are deemed to be important for the Company's further development, have a long-term interest in a good value development of the Company's share. A long-term shareholder engagement is expected to stimulate an increased interest in the business and the performance of the Company as a whole and to increase the motivation of the participants and aims to achieve a greater community of interest between the participants and the Company's shareholders.
Preparation of the proposal
The proposal for the Employee Stock Option Program 2024/2027 I has been prepared by the Company's major shareholders in consultation with external advisors.
Dilution
If all warrants issued under Employee Stock Option Program 2024/2027 I are exercised for subscription of shares, the number of outstanding shares will increase by 40,637,140 shares, corresponding to a maximum dilution of approximately 6 per cent of the total number of shares and votes in the Company on the date of the notice to the meeting.
Outstanding incentive programs
The Company has one outstanding incentive program, Employee Stock Option Program 2023/2026. Employee Stock Option Program 2023/2026 is directed to certain employees of the Company. A total of 2,191,304 employee stock options are outstanding under Employee Stock Option Program 2023/2026. Each employee stock option entitles the holder to subscribe for one (1) new share in the Company from 1 September 2026 up to and including 30 September 2026. The subscription price for subscription of a new share amounts to SEK 0,1734.
Other than the above, the Company has no outstanding incentive programs.
Costs
Major shareholders estimate that Employee Stock Option Program 2024/2027 I will entail certain administrative costs in connection with registration, transfer and subscription of shares by virtue of the warrants.
B) Issue of warrants as hedging arrangement
In order to enable the Company's delivery of shares under Employee Stock Option Program 2024/2027 I, major shareholders propose that the AGM resolves on a directed issue of warrants on the following terms.
The Company shall issue a maximum of 40,637,140 warrants. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company.
With deviation from the shareholders' preferential rights, the warrants shall only be subscribed for by the Company with the right and obligation for the Company to transfer the warrants to the participants in the Employee Stock Option Program 2024/2027 I. The reason for the deviation from the shareholders' pre-emption rights is that the warrants shall be used within the framework of the above-mentioned incentive program.
The warrants may be exercised for subscription of shares during an exercise period commencing on 1 July 2027 up to and including 30 September 2027 or such earlier date as may be specified in the terms of the warrants.
The subscription price of the shares shall correspond to the quota value of the share.
Upon full exercise of the warrants, the issue will entails that the Company's share capital may increase by a maximum of SEK 406,371.4 (subject to the change that may be caused by any recalculation in accordance with the complete terms and conditions of the warrants).
The Company’s subscription of warrants shall be free of charge.
The warrants shall be subscribed for no later than three (3) days after the issue decision on a separate subscription list. The Board of Directors shall be entitled to extend the subscription period. Oversubscription is not possible.
New shares subscribed for through the exercise of warrants entitle to dividends for the first time on the record date for dividends that occurs immediately after the issue has been registered with the Swedish Companies Registration Office and Euroclear Sweden AB.
The warrants are subject to additional terms and conditions in accordance with the full terms and conditions of the warrants, including customary recalculation terms whereby the subscription price as well as the number of shares that each warrant entitles to subscribe for may be recalculated in the event of specific corporate events.
The Board of Directors or the person appointed by the Board of Directors is authorised to make such minor adjustments to this resolution as may be necessary in connection with registration with the Swedish Companies Registration Office and possibly with Euroclear Sweden AB.
C) Approval of transfer of warrants
In order to enable the Company's delivery of shares under Employee Stock Option Program 2024/2027 I, it is proposed that the AGM resolves to approve that the Company, directly or indirectly, may transfer shares and/or warrants issued in accordance with item B above to the participants in Employee Stock Option Program 2024/2027 I on the terms set out in item A above.
Special authorisation
It is proposed that the Company's Board of Directors or the person appointed by the Board of Directors be authorised to make such minor adjustments to this resolution as may be necessary in connection with registration with the Swedish Companies Registration Office and possibly with Euroclear Sweden AB.
For a resolution under this paragraph to be valid, it must be supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.
Item 12. Resolution on A) implementation of a qualified employee stock option program for certain employees, B) issue of warrants as hedging arrangement and C) approval of transfer of warrants
Major shareholders propose that the AGM resolves to implement a long-term incentive program by issuing qualified employee stock options in accordance with what is set out under item A below to certain employees of the Company. In order to secure the Company's commitments under the incentive program, major shareholders also propose that the AGM resolves on a directed issue of warrants and approval of transfer of warrants in accordance with what is set out under items B and C below.
A) Implementation of Employee Stock Option Program 2024/2027 II to certain employees
Terms and conditions for Employee Stock Option Program 2024/2027 II for certain employees
Major shareholders propose that the AGM resolves to implement an employee stock option program consisting of qualified employee stock options in accordance with Chapter 11 a of the Swedish Income Tax Act (1999:1229) ("Employee Stock Option Program 2024/2027 II"), intended for certain employees in the Company.
1. Employee Stock Option Program 2024/2027 II shall include a maximum of 24,209,360 employee stock options.
2. The right to receive stock options shall be granted to the following categories:
|
Category |
Maximum number of participants |
Maximum number of stock options per participant |
Maximum number of stock options per category |
|
CEO |
1 |
12,104,680 |
12,104,680 |
|
COO |
1 |
12,104,680 |
12,104,680 |
3. Oversubscription shall not be possible. Participants may choose to subscribe for a lower number of stock options than those offered to participants.
4. The stock options shall be granted free of charge.
5. Each employee stock option entitles the holder to acquire one (1) new share in the Company at an exercise price corresponding to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during a period of two weeks after the Company's AGM 2024.
6. The exercise price and the number of new shares to which each stock option entitles the holder may be subject to recalculation as a result of bonus issues, splits, rights issues and similar events.
7. The employee stock options may be exercised to subscribe for shares in the Company during the period from 1 July 2027 to 30 September 2027.
8. The stock options shall be governed by a separate agreement with the respective holder. The agreement shall contain, inter alia, the following terms:
• The stock options shall not constitute securities and may not be transferred, pledged or otherwise disposed of by the holder;
• The employee stock options are linked to the participant's employment in the Company and require a certain minimum amount of work. If the employment is terminated before the employee stock options are exercised for share subscription, all of the participant's non-exercised employee stock options lapse without the right to exercise them.
9. Participation in the Employee Stock Option Program 2024/2027 II in accordance with the principles above presupposes that such participation is legally possible and that, in the Company’s opinion, such participation can be carried out with reasonable administrative and financial efforts.
Background and reasons for the proposal
The purpose of the Employee Stock Option Program 2024/2027 II is to create the conditions for retaining and increasing the motivation of certain employees in the Company. Major shareholders find that it is in the interest of all shareholders that these individuals, who are deemed to be important for the Company's further development, have a long-term interest in a good value development of the Company's share. A long-term shareholder engagement is expected to stimulate an increased interest in the business and the performance of the Company as a whole and to increase the motivation of the participants and aims to achieve a greater community of interest between the participants and the Company's shareholders.
Preparation of the proposal
The proposal for the Employee Stock Option Program 2024/2027 II has been prepared by the Company's major shareholders in consultation with external advisors.
Dilution
If all warrants issued under Employee Stock Option Program 2024/2027 II are exercised for subscription of shares, the number of outstanding shares will increase by 24,209,359 shares, corresponding to a maximum dilution of approximately 3,6 per cent of the total number of shares and votes in the Company on the date of the notice to the meeting.
Outstanding incentive programs
The Company has one outstanding incentive program, Employee Stock Option Program 2023/2026. Employee Stock Option Program 2023/2026 is directed to certain employees of the Company. A total of 2,191,304 employee stock options are outstanding under Employee Stock Option Program 2023/2026. Each employee stock option entitles the holder to subscribe for one (1) new share in the Company from 1 September 2026 up to and including 30 September 2026. The subscription price for subscription of a new share amounts to SEK 0,1734.
Other than the above, the Company has no outstanding incentive programs.
Costs
Major shareholders estimate that Employee Stock Option Program 2024/2027 II will entail certain administrative costs in connection with registration, transfer and subscription of shares by virtue of the warrants.
B) Issue of warrants as hedging arrangement
In order to enable the Company's delivery of shares under Employee Stock Option Program 2024/2027 II, major shareholders propose that the AGM resolves on a directed issue of warrants on the following terms.
The Company shall issue a maximum of 24,209,360 warrants. Each warrant shall entitle the holder to subscribe for one (1) new share in the Company.
With deviation from the shareholders' preferential rights, the warrants shall only be subscribed for by the Company with the right and obligation for the Company to transfer the warrants to the participants in the Employee Stock Option Program 2024/2027 II. The reason for the deviation from the shareholders' pre-emption rights is that the warrants shall be used within the framework of the above-mentioned incentive program.
The warrants may be exercised for subscription of shares during an exercise period commencing on 1 July 2027 up to and including 30 September 2027 or such earlier date as may be specified in the terms of the warrants.
The subscription price of the shares shall correspond to the quota value of the share.
Upon full exercise of the warrants, the issue will entails that the Company's share capital may increase by a maximum of SEK 242,093.6 (subject to the change that may be caused by any recalculation in accordance with the complete terms and conditions of the warrants).
The Company’s subscription of warrants shall be free of charge.
The warrants shall be subscribed for no later than three (3) days after the issue decision on a separate subscription list. The Board of Directors shall be entitled to extend the subscription period. Oversubscription is not possible.
New shares subscribed for through the exercise of warrants entitle to dividends for the first time on the record date for dividends that occurs immediately after the issue has been registered with the Swedish Companies Registration Office and Euroclear Sweden AB.
The warrants are subject to additional terms and conditions in accordance with the full terms and conditions of the warrants, including customary recalculation terms whereby the subscription price as well as the number of shares that each warrant entitles to subscribe for may be recalculated in the event of specific corporate events.
The Board of Directors or the person appointed by the Board of Directors is authorised to make such minor adjustments to this resolution as may be necessary in connection with registration with the Swedish Companies Registration Office and possibly with Euroclear Sweden AB.
C) Approval of transfer of warrants
In order to enable the Company's delivery of shares under Employee Stock Option Program 2024/2027 II, it is proposed that the AGM resolves to approve that the Company, directly or indirectly, may transfer shares and/or warrants issued in accordance with item B above to the participants in Employee Stock Option Program 2024/2027 II on the terms set out in item A above.
Special authorisation
It is proposed that the Company's Board of Directors or the person appointed by the Board of Directors be authorised to make such minor adjustments to this resolution as may be necessary in connection with registration with the Swedish Companies Registration Office and possibly with Euroclear Sweden AB.
For a resolution under this paragraph to be valid, it must be supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting.
Item 13. Resolution on authorisation for the Board of Directors to decide on new issues of shares, warrants and/or convertibles
The Board of Directors proposes that the meeting resolves to authorise the Board of Directors, during the period until the next AGM, on one or more occasions and with or without deviation from the shareholders' preferential rights, to resolve on a new issue of shares and an issue of warrants and/or convertible bonds. The issue may be made against payment in cash, in kind or by set-off, or otherwise with conditions. The number of shares that may be issued by virtue of the authorisation shall not be limited in any other way than what follows from the limits for the share capital and the number of shares in the articles of association applicable from time to time. Deviation from the shareholders' preferential rights shall be possible in order to enable payment for the acquisition of property, shares or other interests in legal entities, to capitalise the Company and/or to otherwise develop and expand the business. In the event of a deviation from the shareholders' preferential rights, the new issue shall be made on market terms, subject to a market-based issue discount where applicable. According to Chapter 16 of the Swedish Companies Act, the Board of Directors may not, by virtue of this authorisation, decide on issues to members of the Board of Directors and/or employees of the Company.
It is proposed that the Board of Directors, or the person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolution as may be required in connection with registration with the Swedish Companies Registration Office and that the Board of Directors shall be entitled to make minor adjustments to the incentive program as a result of applicable foreign laws and regulations.
For a resolution under this paragraph to be valid, it must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
According to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the AGM on circumstances that may affect the assessment of an item on the agenda or circumstances that may affect the assessment of the Company's financial situation. The duty of disclosure also includes the Company's relationship with other group companies, the consolidated financial statements and such circumstances regarding subsidiaries as referred to in the previous sentence.
DOCUMENTS
The accounting documents and the auditor's report as well as the proxy form will be available at the Company no later than three (3) weeks prior to the meeting and the Board of Directors' complete proposals for resolutions and the major shareholders' complete proposals for resolutions will be available at the Company's office at Östermalmsgatan 26a, SE-114 26 Stockholm no later than two (2) weeks prior to the meeting. The documents will also be available on the Company's website rightbridge.se and will be sent free of charge to shareholders who so request and state their postal address.
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
___________________________
Stockholm, May 2024
Rightbridge Ventures Group AB
The Board of Directors
