NOTICE OF EXTRAORDINARY 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 Extraordinary General Meeting (“EGM”) on Monday, 25 March 2024, at 10:00 CET at Advokatfirman Delphi at Mäster Samuelsgatan 17 in Stockholm. Registration for the meeting will commence at 09:30 CET.
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, 15 March 2024; and
(ii) not later than on Tuesday, 19 March 2024 have notified their attendance and possible advisors to the Company; either in writing to Rightbridge Ventures Group AB, “EGM”, Norrlandsgatan 24, SE-111 43 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, 15 March 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, 19 March 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
- Opening of the meeting and election of chairman
- Preparation and approval of voting list
- Presentation and approval of the agenda proposed by the board of directors
- Election of one or two persons to approve the minutes
- Determination as to whether the meeting has been duly convened
- Determination of the number of board members and deputies
- Election of new board members
- Determination of remuneration to new board members and chairman
- Closing of the meeting
MAJOR SHAREHOLDERS PROPOSAL FOR RESOLUTIONS ON ITEMS 1 AND 6-8
Item 1. Opening of the meeting and election of chairman of the meeting
The major shareholders propose that advokat Emil Apelman, from Advokatfirman Delphi, is elected as chairman of the general meeting.
Item 6. Determination of the number of board members and deputies
The Board of Directors currently consists of four (4) ordinary board members without deputies. Major shareholders propose that the board of directors, for the period until the end of the next annual general meeting, shall consist of five (5) ordinary board members without deputies.
Item 7. Election of new board members
Major shareholders propose that the meeting resolves to elect Nora Henriksson, Christopher Bergstresser and Tord Steinsvik as new ordinary board members for the period until the end of the next annual general meeting and resolves to dismiss Magnus Leppäniemi and Kin-Wai Lau from their assignments as ordinary board members of the Company.
Short presentation of the board members proposed for new election:
Nora Henriksson
Nora Henriksson, born 1981, is currently Managing Director and board member of MediaMonks Stockholm AB and is leading Media Monks in the Nordics. Nora has a diverse background in tech, marketing, sports, and storytelling and her previous experience spans from being a sportscaster at the largest broadcast stations, to being a producer and scriptwriter for TV and commercial content. She has also held leadership roles for the past decade, previously heading up the film department and strategy at the content agency Appelberg to mention a few. Nora is dedicated to driving transformation and growth through strategic initiatives and innovative marketing. She understands the importance of cross-cultural understanding and leverages this knowledge to drive success in collaborative and international environments. Nora's experience in sports, both as a marketer and journalist, has given her a unique perspective on storytelling and brand positioning in the sports and entertainment industry.
Christopher Bergstresser
Christopher Bergstresser, born 1968, has a career in the gaming and tech industry, underpinned by an Economics degree from San Francisco State University. His journey includes executive roles at Sega, Konami, Atari, and leadership positions within MTG and Enad Global 7 in Sweden. Christopher is also a co-founder of Appscotch, which was acquired by AppAnnie. Furthermore, Christopher has contributed to the boards of Flagship Games Group, Mogul and Miniclip. Currently, he brings his vast experience to the boards of Flexion Mobile and Oceanview, guiding both towards innovation and growth.
Tord Steinsvik
Tord Steinsvik, born 1965, is an IP industry veteran with over 30 years of experience in IP licensing. Tord has studied a business program of four years at University of Uppsala and liberal arts at St Clares College Oxford for three terms. Tord is currently CEO of Bulls Presstjänst AB, board member of Bulls Holding AB, Bulls Presstjänst AB, EverySense AB and Healthy Family AB. Tord is also a founder and partner of Rights & Brands AB. Tord has previously been chairman of the board of Jaramba AB and managing director of Europa Press & Co.
Item 8. Determination of remuneration to the new board members and chairman
Major shareholders propose that the newly elected board members shall receive the same remuneration as the other board members of the Company, i.e. SEK 100,000 and SEK 200,000 for the chairman. The remuneration shall be adjusted pro rata based on the time from the election until the annual general meeting 2024.
SHAREHOLDERS’ RIGHT TO DEMAND INFORMATION
Pursuant to Chapter 7 Section 32 of the Swedish Companies Act, the board of directors and the CEO shall, if any shareholder so requests and the board of directors deems that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda.
DOCUMENTS
The major shareholders complete proposals for resolutions is included in the notice.
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.
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Stockholm, March 2024
Rightbridge Ventures Group AB
The board of directors
