RightBridge Ventures Group AB (publ), reg. no. 559058-5807, held an Extraordinary General Meeting on 9 September 2025 at 11:00 a.m. in Stockholm. Below is a summary of the resolutions passed at the Extraordinary General Meeting. All resolutions were adopted with the required majority and in accordance with the proposals presented before the meeting.
Resolution on approval of acquisition
The Meeting resolved to approve the Company’s acquisition of all shares in “Equity Maga LTD,” to be renamed “Swemar Invest Ltd.”
Resolution on share split
The Meeting resolved to split the Company’s shares 1:3, whereby one (1) share is divided into three (3) shares. The reason for the split is that the Board wishes to achieve an appropriate quota value for the Company in order to carry out a new share issue.
Following the split, the number of shares in the Company will amount to 2,657,843,709, each share with a quota value of SEK 0.003333.
Resolution on amendment of the Articles of Association
The Meeting resolved to amend the Articles of Association regarding the Company’s name, business purpose, share capital limits, and number of shares as follows:
- § 3 Business:
“The Company shall conduct maritime activities, operate within the defense industry, manage group companies, and engage in related activities.” - § 4 Share Capital:
“The share capital shall be no less than SEK 295,000,000 and no more than SEK 1,180,000,000.” - § 5 Number of Shares:
“The number of shares shall be no less than 90,000,000,000 and no more than 360,000,000,000.”
The Company’s name will be changed to “Cosmos Maritime & Defence Industries AB (publ).” The Board will apply for registration of the proposed new company name with the Swedish Companies Registration Office (Bolagsverket). In the event registration is not possible, the Meeting resolved to authorize the Board to apply for another company name that can be registered.
Resolution on directed new issue of shares (relating to acquisition)
The Meeting resolved, in relation to the acquisition of “Equity Maga LTD,” renamed “Swemar Invest Ltd” (“the Acquisition”), that the purchase price shall be paid through newly issued shares in the Company, settled by set-off of the receivable arising from the Acquisition.
- The Company shall issue 85,714,285,714 new shares at a subscription price of SEK 0.00441 per share, whereby the share capital will increase by SEK 285,685,714.284762. The subscription price was determined through negotiations between the Company and the subscriber.
- The Company’s shareholders shall not have preferential rights to subscribe for the new shares. Instead, the right to subscribe shall accrue to Nebulite Holdings LTD, which shall pay for the subscribed shares by set-off of the receivable of SEK 378,000,000 it holds against the Company as a result of the Acquisition. The reason for deviation from the shareholders’ preferential rights is that payment is made by set-off.
- Subscription shall take place on the same day as the resolution, on a separate subscription list, with payment made by set-off upon subscription. The Board is entitled to extend the subscription and payment period.
- The new shares shall entitle to dividends for the first time on the record date for dividends that occurs after the new issue has been registered with the Swedish Companies Registration Office and the shares have been entered into the share register with Euroclear Sweden AB (publ).
Resolution on directed new issue of shares
The Meeting resolved on a directed new issue as follows:
- The Company shall issue 3,578,195,011 new shares at a subscription price of SEK 0.00441 per share, whereby the share capital will increase by SEK 11,926,123.971663. As the subscription price exceeds the quota value, the surplus shall be allocated to the unrestricted share premium reserve.
- The Company’s shareholders shall not have preferential rights to subscribe. Instead, the right shall accrue to J Søe AS, Claes Kalborg, Carl Falkenberg, 2bak ApS, Segerlund Invest AB, and Blue Horizon Investment AS, who shall pay for the subscribed shares by set-off of receivables totaling SEK 15,779,840 against the Company. The reason for deviation from the shareholders’ preferential rights is that payment is made by set-off. The subscription price was determined through negotiations between the Company and the subscribers.
- Subscription shall take place within one (1) week from the resolution date on a separate subscription list, with payment made by set-off upon subscription. The Board is entitled to extend the subscription and payment period.
- The new shares shall entitle to dividends for the first time on the record date for dividends that occurs after the new issue has been registered with the Swedish Companies Registration Office and the shares have been entered into the share register with Euroclear Sweden AB (publ).
Resolution on reduction of share capital
The Meeting resolved to reduce the Company’s share capital by SEK 5,905,728.721398 for allocation to unrestricted equity, without repayment to shareholders. The reduction is made by cancellation of the 1,771,895,806 shares created through the split (see item 8 above). After the reduction, the Company’s share capital amounts to SEK 300,565,588.565027.
Resolution on amendment of the Articles of Association
The Meeting resolved to amend the Articles of Association regarding the share capital limits as follows:
- § 4 Share Capital:
“The share capital shall be no less than SEK 45,000,000 and no more than SEK 180,000,000.”
Resolution on reduction of share capital
The Meeting resolved to reduce the Company’s share capital by SEK 255,476,374.251027 for allocation to unrestricted equity, without cancellation of shares and without repayment to shareholders. After the reduction, the Company’s share capital amounts to SEK 45,089,214.314.
Resolution on issuance of warrants
The Meeting resolved to issue warrants as follows:
- The number of warrants amounts to 8,859,479,030, each entitling the holder to subscribe for one (1) new share in the Company. Upon full exercise, the Company’s share capital may increase by a maximum of SEK 4,429,739.515.
- The warrants are issued with deviation from shareholders’ preferential rights. The right to subscribe accrues to the Company, which is obliged to distribute them free of charge to the Company’s shareholders on a pro-rata basis through a dividend, whereby one (1) share on the record date entitles to ten (10) warrants.
- Subscription of shares based on the warrants may take place from the date of allocation up to and including 15 November 2025 at a subscription price of SEK 0.005 per share. As the subscription price exceeds the quota value, the surplus shall be allocated to the unrestricted share premium reserve.
- Shares issued through the exercise of TO1 warrants entitle to dividends on the record date for dividends that occurs after registration of the new shares with the Swedish Companies Registration Office.
- Otherwise, the warrants shall be subject to the terms set out in the Full Terms and Conditions for Warrants TO1 2025/2025.
- The validity of this resolution is conditional upon amendment of the Articles of Association.
Resolution on issuance of warrants
The Meeting resolved to issue warrants as follows:
- The number of warrants amounts to 1,724,128,800, each entitling the holder to subscribe for one (1) new share in the Company. Upon full exercise, the Company’s share capital may increase by a maximum of SEK 862,064.4.
- The warrants are issued with deviation from shareholders’ preferential rights. The right to subscribe accrues to Blue Horizon Investment AS. The warrants are issued free of charge.
- Subscription of shares based on the warrants may take place from the date of allocation up to and including 15 November 2025 at a subscription price of SEK 0.005 per share. As the subscription price exceeds the quota value, the surplus shall be allocated to the unrestricted share premium reserve.
- Shares issued through the exercise of TO1 warrants entitle to dividends on the record date for dividends that occurs after registration of the new shares with the Swedish Companies Registration Office.
- Otherwise, the warrants shall be subject to the terms set out in the Full Terms and Conditions for Warrants TO1 2025/2025.
Resolution on dividend
The Meeting resolved to distribute all 8,859,479,030 warrants issued in accordance with item 15 above, whereby one (1) share on the record date entitles to ten (10) warrants. As the warrants are free of charge, the dividend amount is zero (0) SEK. The Board is authorized to decide on the record date for entitlement to the dividend.
Resolution on authorization
The Meeting resolved to authorize the Board, until the next Annual General Meeting, on one or more occasions, with or without deviation from shareholders’ preferential rights, to resolve on new issues of shares, issues of warrants, and/or convertible instruments. Payment may be made in cash, in kind, or by set-off.
The Board, or a person appointed by the Board, is authorized to make the necessary formal adjustments required for the resolutions passed by the Meeting to be finally registered with the Swedish Companies Registration Office or Euroclear Sweden AB (publ).
For further information, please contact:
Per Olav Karlsen, CEO RightBridge Ventures Group AB (publ)
pok@cleaves.no