https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
The shareholders of Adventure Box Technology AB (publ), corporate ID no. 556963-6599 ("Adventure Box" or "the Company"), are hereby summoned to the Annual General Meeting to be held on Thursday, June 30, 2025, at 1:00 PM at Nybrogatan Business Center, Nybrogatan 6, 102 40 Stockholm
Right to Participate in the Meeting
To participate in the Annual General Meeting, shareholders must be registered in the share register maintained by Euroclear Sweden AB as of June 19, 2025. Additionally, shareholders wishing to attend must notify the Company no later than June 24, 2025.
Notification of attendance should be made either by post to:
Adventurebox Technology AB (publ), Box 5855, 102 40 Stockholm
or by email to: info@adventurebox.com
The notification should include the shareholder's name, personal or organization number, address, telephone number, shareholding, and, if applicable, information about any proxies or assistants. A shareholder or their proxy may bring a maximum of two assistants, provided their participation is notified as above.
Nominee-Registered Shares
Shareholders whose shares are nominee-registered must, in addition to notifying their attendance, temporarily register the shares in their own name to be entitled to participate. Such registration must be completed by June 19, 2025, and should be requested from the nominee well in advance.
Registrations completed no later than the second banking day after May 19, 2025, will be considered in preparing the share register.
Proxies and Power of Attorney Forms
If a shareholder is represented by a proxy, a written, dated power of attorney signed by the shareholder must be provided. The power of attorney may not be issued more than one year before the meeting unless it specifies a longer validity, with a maximum of five years.
The original power of attorney, along with a registration certificate or equivalent authorization documents, should be sent to the Company by June 24, 2025.
Power of attorney forms are available from the Company and on its website at corp.adventurebox.com, and will be sent to shareholders upon request.
Proposed Agenda
- Opening of the meeting
- Election of Chair of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Determination of proper notice of the meeting
- Election of one or two persons to verify the minutes
- Presentation of the annual report and auditor's report, as well as the consolidated accounts and consolidated auditor's report
- Resolutions on:
(a) adoption of the income statement and balance sheet and consolidated income statement and consolidated balance sheet
(b) appropriation of the Company's result according to the adopted balance sheet
(c) discharge from liability for the board members and the CEO - Determination of the number of board members, auditors, and deputy auditors
- Determination of fees to the board and the auditors
- Election of board members, auditors, and deputy auditors
- Resolution on amendments to the Articles of Association
- Resolution on reverse share split
- Resolution on authorization for the board to issue shares, warrants, and/or convertibles
- Closing of the meeting
Proposed Resolutions
Item 8 (b) - Appropriation of the Company's result
The board proposes that no dividend be paid and that the retained earnings be carried forward.
Items 9-11 - Number of board members and auditors, fees, and elections
Full proposals will be announced at a later date.
Item 12 - Amendment of the Articles of Association
The board proposes that the Articles of Association be amended as follows:
Previous wording:
"§ 5 Number of Shares
The number of shares shall be no less than 1,200,000,000 and no more than 4,800,000,000."
Proposed wording:
"§ 5 Number of Shares
The number of shares shall be no less than 42,000,000 and no more than 168,000,000."
This resolution is conditional on the approval of the reverse share split in item 13.
The board, CEO, or a person appointed by the CEO is authorized to make minor adjustments required for registration.
Item 13 - Reverse Share Split
The board proposes a 1:28 reverse split, meaning 28 existing shares will be combined into 1 new share. Shareholders whose holdings are not evenly divisible by 28 will, free of charge, receive the necessary number of shares (1-27) from the Company's main shareholder to round up to the nearest whole number.
The reason for the split is to achieve a more suitable number of shares for the Company. This is conditional on the main shareholder providing these additional shares at no cost. The cost is deemed negligible and will be borne by the main shareholder.
The resolution will be registered with the Swedish Companies Registration Office. The board is authorized to determine the record date for the split, which may not occur before registration. Further information will be provided once a date is set.
The board, or a person appointed by the board, is authorized to make necessary adjustments in connection with registration.
Item 14 - Authorization to Issue Shares, Warrants, and Convertibles
The board proposes authorization to issue new shares, convertibles, and/or warrants until the next AGM. These may be issued with or without pre-emptive rights and for cash, non-cash, or set-off consideration, or otherwise with conditions.
The purpose is to diversify ownership or facilitate acquisitions. The board, or its designee, is authorized to make necessary adjustments for registration.
Other Information
Majority Requirements
Resolutions under items 12, 13, and 14 require a two-thirds (2/3) majority of both the votes cast and the shares represented at the meeting.
Number of Shares and Votes
At the time of this notice, the total number of shares and votes in the Company is 1,246,180,950. The Company holds no treasury shares.
Shareholder Right to Information
Shareholders may request information at the AGM regarding circumstances that may affect the assessment of an item on the agenda or the Company's or subsidiaries' financial situation, or its relation to group companies.
Available Documentation
The full proposals from the nomination committee and board are included in this notice, available at the Company's office and website.
Annual reports and auditor's reports will be available at least three weeks before the AGM at the Company and on its website corp.adventurebox.com.
Copies of these documents will be sent to shareholders who request them and provide a postal address. The documents will also be presented at the AGM.
Information about all proposed board members will be available on the website.
Processing of Personal Data
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Stockholm, May 2025
Adventure Box Technology AB (publ)
The Board
FOR MORE INFORMATION, CONTACT:
Duncan McIntyre, CEO
Adventure Box Technology AB (publ)
+1 (778) 996-3596
duncan@adventurebox.com
About Adventure Box Technology AB (publ)
Adventure Box is pioneering next-generation digital solutions and driving transformative growth through an acquisition-driven strategy. The company recently acquired Lion Gaming, expanding its technological capabilities and service offerings. Further strengthening its market position, Adventure Box has entered into strategic letters of intent to acquire Blok Sports, Sparx Technologies, Zefr Media, and RWB, aiming to integrate advanced platforms, leverage industry expertise, and unlock new revenue streams.
Adventure Box Technology offers KoGaMa, an online game creation platform with user-friendly tools for building and sharing unique games. Its innovative multiplayer editor and vibrant marketplace enable collaboration and customization in a dynamic social metaverse.
Adventure Box is traded on Nasdaq First North Growth Market under the ticker ADVBOX and ISIN code SE0012955276. Berg Securities is the Company's Certified Adviser and can be reached via e-mail ca@bergssecurities.se and telephone +46 739 49 62 50