NOTICE OF ANNUAL GENERAL MEETING IN ADVENTURE BOX TECHNOLOGY AB (publ)
The shareholders of Adventure Box Technology AB (publ), Reg. No. 556963-6599 (“Adventure Box” or the “company”) are hereby summoned to the Annual General Meeting on 19 May 2022.
The Board of Directors has, in accordance with the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, resolved that the Annual General Meeting is to be held only through postal voting. This means that the Annual General Meeting will be conducted without the physical presence of shareholders or representatives. Shareholders will only be able to exercise their voting rights by postal voting in advance of the Annual General Meeting in the manner described below.
Information about the resolutions passed by the Annual General Meeting will be published on 19 May 2022, as soon as the result of the postal voting has been finally confirmed.
Right to participate
Shareholders who wish to attend the Annual General Meeting shall:
- be registered in the share register kept by Euroclear Sweden AB as of 11 May 2022, and
- no later than 18 May 2022 give notice of participation by casting its postal vote in accordance with the instructions under the heading “Postal voting” below so that the postal vote is received by the company no later than that day.
In order to be entitled to participate in the Annual General Meeting, shareholders who have their shares nominee-registered through a bank or other nominee must, besides giving notice of their participation by submitting a postal vote, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 11 May 2022. Such registration may be temporary (so-called voting rights registration), and request for such registration shall be made to the nominee in accordance with the nominee’s routines in such time in advance as determined by the nominee. Voting rights registrations effected no later than the second banking day following 11 May 2022 will be considered in the presentation of the share register.
Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance through so-called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
Shareholders who wish to vote shall use a special form for postal voting available on the company’s website, corp.adventurebox.com. The postal voting form is valid as notice of participation in the Annual General Meeting.
The completed and signed form must be received by the company no later than 18 May 2022. The completed and sign form must be sent by mail to Adventure Box Technology AB (publ), Sveavägen 166, SE-113 46 Stockholm marked “AGM”, or by e-mail to [email protected]. If the shareholder is a legal entity, a certificate of incorporation or other authorization document must be enclosed to the form. The shareholder may not provide the postal voting form with special instructions or conditions. If so, the vote (i.e., the postal vote in its entirety) is invalid. Further instructions and conditions are included in the postal voting form.
Shareholders who wish to postal vote through proxy shall issue a written and signed power of attorney. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed. Proxy form is available on the company’s website, corp.adventurebox.com, and shall be enclosed to the postal voting form.
- Election of Chairman of the Annual General Meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of keeper of minutes and one or two persons who beside the Chairman shall attest the minutes
- Determination of whether the Annual General Meeting has been duly convened
- Presentation of submitted annual report and auditor’s report as well as consolidated financial statements and consolidated auditor’s report
- Resolution on
- adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet,
- appropriation of the profit or loss according to the adopted balance sheet, and
- discharge from liability of the Board members and the Chief Executive Officer
- Determination of fees to the Board of Directors and the auditors
- Election of Board of Directors and auditors and any deputy auditors
- Resolution on authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments
Item 1 – Election of Chairman of the Annual General Meeting
The Nomination Committee proposes that Örjan Frid be elected Chairman of the Annual General Meeting, or in the event of his absence, the person designated by the Board instead.
Item 2 – Preparation and approval of voting list
The voting list proposed for approval under item 2 on the proposed agenda is the voting list prepared by the Chairman of the Annual General Meeting, based on the general meeting share register and received postal votes, as checked and verified by the persons attesting the minutes.
Item 4 – Election of keeper of minutes and one or two persons who beside the Chairman shall attest the minutes
The Board of Directors proposes that Hanna Hillgren be elected keeper of minutes and that Hans Ternbrant and Peter Lönnqvist be elected to attest the minutes, or in the event of absence of any or all, the person or persons designated by the Board of Directors instead. The task of attesting the minutes also includes verifying the voting list and that the postal votes received are correctly reproduced in the minutes of the Annual General Meeting.
Item 7 b – Resolution on appropriation of the profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividends be paid and that the result of the year is carried forward.
Item 8 – Determination of fees to the Board of Directors and the auditors
The Nomination Committee proposes that a fee of SEK 150,000 shall be paid to the Chairman of the Board and that a fee of SEK 75,000 shall be paid to each of the other Board members appointed by the Annual General Meeting not employed by the company.
The Nomination Committee proposes that the auditor’s fees are to be paid as per approved invoice.
Item 9 – Election of Board of Directors and auditors and any deputy auditors
The Nomination Committee proposes that the number of Board members shall be five (5). It is proposed that one registered auditing company shall be appointed as auditor.
The Nomination Committee proposes re-election of the Board members Örjan Frid, Staffan Eklöw, Claes Kalborg, Jason Williams and Rikard Herlitz. All Board members are elected for the period up to and including the next Annual General Meeting. The Nomination Committee proposes that Örjan Frid is re-elected Chairman of the Board.
The Nomination Committee further proposes re-election of the registered auditing company Grant Thornton Sweden AB as auditor for the period up to and including the next Annual General Meeting. Grant Thornton Sweden AB has informed that the authorized public accountant Mattias Kjellman will be auditor in charge.
Item 10 – Resolution on authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, on one or more occasions, during the period up to the next Annual General Meeting, to resolve upon issues of shares, warrants and/or convertible instruments, with or without deviation from the shareholders’ preferential rights. The total number of shares, warrants and/or convertible instruments that are issued based on the authorization may correspond to at most twenty (20) percent of the total number of shares in the company at the time of a resolution based on the authorization. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The subscription price shall be determined in accordance with current market conditions. If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue as described above, this may be done at a subscription price equal to the quota value of the share.
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the authorization that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Resolution by the Annual General Meeting in accordance with item 10 above must be supported by shareholders representing no less than two-thirds of the votes cast, and the shares represented at the Annual General Meeting.
Number of shares and votes in the company
At the time of issue of this notice, the total number of shares in the company, as well as the total number of votes, amounts to 15,069,686. The company holds no treasury shares.
Information on the Annual General Meeting
In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information at the Annual General Meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the evaluation of the company’s or subsidiary’s financial situation and the company’s relationship with other group companies and the consolidated accounts.
As the Annual General Meeting will be conducted without physical meeting, requests for information must be submitted in writing by mail to the address Adventure Box Technology AB (publ), Sveavägen 166, SE-113 46 Stockholm marked “AGM” or by e-mail to [email protected] no later than 9 May 2022. Such information will be provided by being held available from the company at the address Adventure Box Technology AB (publ), Sveavägen 166, SE-113 46 Stockholm and on the company’s website, corp.adventurebox.com, no later than 14 May 2022. The information will also be sent within the same time to the shareholders who so request and provide their postal or e-mail address.
The company’s annual report for the financial year 2021 and the accompanying auditor’s reports will be available from the company no later than three weeks prior to the Annual General Meeting. The documents will also be available on the company’s website, corp.adventurebox.com, and presented at the Annual General Meeting. Copies of the documents will also be sent to shareholders who so request and provide their postal address.
Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Adventure Box Technology AB (publ)
Stockholm in April 2022
The Board of Directors
FOR MORE INFORMATION CONTACT:
Rickard Riblom, CEO Adventure Box, +46 (0)70 444 24 79,
[email protected], corp.adventurebox.com
ABOUT ADVENTURE BOX TECHNOLOGY AB
Adventure Box, the leading social cloud gaming platform for user-created games, makes it easy and fun to make, share and play 3D games online. The company's world-leading streaming technology is patent protected. Founded in Stockholm 2014, the company also has staff in Seville, Copenhagen, and Madrid. Adventure Box is traded at Nasdaq First North Growth Market under the short name ADVBOX and ISIN code SE0012955276. Aktieinvest FK AB with email [email protected] and phone number +46 739 49 62 50 is the company's Certified Adviser.
Om Adventure Box
Adventure Box, utvecklar och driver en sociala molnplattform för konsumentskapade dataspel, som gör det enkelt och roligt att skapa, dela och spela 3D spel online. Bolagets streamingteknologi är patentskyddad.
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