Report from the extraordinary general meeting of Rightbridge Ventures 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. For more detailed information regarding the contents of the resolutions, please refer to the notice to the meeting and the complete proposals for resolutions, which have previously been published and are available on the Company’s website, rightbridge.se.
Amendment of the articles of association and reduction of the share capital
The EGM resolved, in accordance with the board of directors’ proposal, on a) amendment of the articles of association meaning that the limits for share capital and number of shares is adjusted and that shares shall only be issued in one class of shares and b) reduction of the Company’s share capital by SEK 17,823,728.760296. The reduction is made without redemption of shares by changing the quota value of the share from SEK 0.12 to SEK 0.01 per share. The reduction amount shall be used for allocation to non-restricted equity. Both resolutions were made to enable a new issue of shares and warrants (units) as described below.
Approval of issue of shares and warrants (units) with preferential rights for existing shareholders
On 28 November 2023, the Company announced that the board of directors had resolved, subject to subsequent approval by the general meeting, on new issue of shares and warrants (units) with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The EGM approved the board’s resolution on the Rights Issue today.
The Rights Issue comprises of a maximum of 486,348,732 shares and 324,232,488 warrants of series TO2, which entitles the right to subscription of a total of 324,232,488 shares in the Company. Upon subscription of all issued shares, the Company’s share capital will increase by a maximum of SEK 4,863,487.32. If all issued warrants are exercised, the share capital may increase by an additional maximum of SEK 3,242,324.88.
Those who are recorded in the share register as shareholders in the Company on the record date on 11 January 2024 will receive one (1) unit right for each share held in the Company. A unit right entitles the holder to subscribe for new units with preferential 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 of series TO2. Subscription of shares in the Company by exercising warrants of series TO2 will take place from the period commencing on 3 June 2024 up to and including 17 June 2024.
The subscription price per unit is SEK 0.06, corresponding to a subscription price of SEK 0.02 per ordinary share. The warrants are issued free of charge.
Subscription for units can be made during the period commencing on 15 January 2024 up to and including 29 January 2024.
Resolution on bonus issue
The EGM resolved, in accordance with the board of directors’ proposal, on a bonus issue meaning that the Company’s share capital will be increased by SEK 12,960,241.440296 without issuance of shares. The increase of the share capital through a bonus issue shall be made by transferring the relevant amount from non-restricted equity. The resolution was made to enable registration without a permit from the Swedish Companies Registration Office of the reduction of the share capital and the new issue of shares and warrants as described above.
Resolution on reduction of the share capital
The EGM resolved, in accordance with the board of directors’ proposal, on reduction of the Company's share capital by a maximum of SEK 13,500,000. The reduction is made without redemption of shares by changing the quota value of the share to SEK 0.01 per share. The reduction amount shall be used for allocation to non-restricted equity. The board is authorized to resolve on the exact amount by which the share capital shall be reduced. The registration of the decision to reduce the share capital requires authorization from the Swedish Companies Registration Office.
