Notice of Extraordinary General Meeting in Maximum Entertainment AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Sällanköp |
| Industri | Gaming |
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the Extraordinary General Meeting in Maximum Entertainment AB, and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.
At the request of a group of shareholders which together control not less than one-tenth of all shares in Maximum Entertainment AB, reg. no. 556778-7691, (the “Company”) the shareholders hereby are convened to an Extraordinary General Meeting on November 6, 2024, at 13.00 at Eversheds Sutherland Advokatbyrå’s premises at Sveavägen 20 in Stockholm. Registration begins at 12.45.
RIGHT TO PARTICIPATE AND NOTICE OF PARTICIPATION
Shareholders wishing to attend the Extraordinary General Meeting shall
- be recorded as a shareholder in the share register maintained by Euroclear Sweden AB on October 29, 2024, and
- no later than October 30, 2024, notify the Company of their intention to participate in the general meeting. Notification must be made in writing to the Company at the address Maximum Entertainment AB c/o Convendum, Kungsgatan 9, 111 43 Stockholm or by e-mail to ir@maximument.com. When giving notice of attendance, please state your name, personal or corporate identity number, address, telephone number and the number of advisors (maximum two), if any, and, where applicable, information about proxies.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must have their shares registered in their own name in order to be entitled to attend the Extraordinary General Meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures. Voting rights registrations that have been completed (registered with Euroclear Sweden AB) no later than October 31, 2024, will be taken into account in the preparation of the share register.
PROXY ETC.
Shareholders represented by proxy shall issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is specified, the power of attorney shall be valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity must be attached. A copy of the power of attorney and any certificate of registration should be sent to the Company at the above address or by e-mail to ir@maximument.com in good time before the meeting. The proxy form is available on the Company's website (www.maximument.com) no later than two weeks before the general meeting.
PROPOSED AGENDA
- Opening of the Extraordinary General meeting
- Election of the Chairman of the General Meeting
- Establishment and approval of the voting list
- Election of one or two persons who shall approve the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Decision on the number of members of the Board of Directors
- Election of the Board of Directors and Chairman of the Board
- Determination of the remuneration of the Board of Directors
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 2 - Election of the Chairman of the General Meeting
The Board of Directors proposes that Mr Mark Falkner, lawyer at Eversheds Sutherland Advokatbyrå, or the person appointed by the Board of Directors in his absence, be appointed Chairman of the Extraordinary General Meeting.
Item 7 - Decision on the number of members of the Board of Directors
The shareholders David Wallsten, Knutsson Holdings AB, Game Fund Partners Group LLC and Allscope AB (the “Shareholder Minority”) propose that the Board of Directors shall consist of four (4) board members without deputies.
Item 8 - Election of the Board of Directors and Chairman of the Board
The Shareholder Minority proposes that the Extraordinary General Meeting, with the dismissal of Christina Seelye from her assignment as a member of the Board of Directors, resolves on the election of Bob Blake as an ordinary member of the Board of Directors for the period until the end of the next Annual General Meeting. If the proposal under this item is approved by the Extraordinary General Meeting, the Board of Directors will thereafter consist of Torgny Hellström, Jan Benjaminson, Bernard Reefman and Bob Blake. It is proposed that Torgny Hellström be re-elected as Chairman of the Board.
Information about the proposed new Board member will be available on the Company's website www.maximument.com no later than two weeks before the General Meeting.
Item 9 - Determination of the remuneration of the Board of Directors
The Shareholder Minority proposes that the Extraordinary General Meeting resolves that Torgny Hellström shall receive an annual board fee of SEK 725,000, that Jan Benjaminsson shall receive an annual board fee of SEK 445,000 and that Bernard Reefman and Bob Blake shall each receive a board fee of SEK 270,000, calculated pro rata based on the time that each board member has been a part of the board for the period until the end of the next Annual General Meeting.
OTHER
Right to obtain information
Shareholders are reminded of their right, at the Extraordinary General Meeting, to receive information from the Board of Directors and the Managing Director in accordance with Chapter 7, Section 32, paragraph 1, point 2 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by mail to the above address or by e-mail to ir@maximument.com.
Processing of personal data
The personal data collected from the share register maintained by Euroclear Sweden AB, notifications received and information about proxies and assistants will be used for registration, preparation of the voting list for the general meeting and, where applicable, minutes of the meeting. For further information on how personal data is processed, see www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Number of shares and votes
At the date of this notice, the total number of shares in the Company amounts to 51,110,152 divided into 2,000,000 shares of series A and 49,110,152 shares of series B. The number of votes in the Company amounts to 69,110,152 divided into 20,000,000 votes for shares of series A and 49,110,152 votes for shares of series B. The Company holds no own shares.
_____________________________
Stockholm in October 2024
Maximum Entertainment AB
The Board of Directors