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Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
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 Thursday, 16 May 2024, 13:00 CEST, at Grow's premises, Östermalmsgatan 26A, 5th floor, SE-114 26 Stockholm, Sweden.
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 Thursday, 16 May 2024, 13:00 CEST, at Grow's premises, Östermalmsgatan 26A, 5th floor, SE-114 26 Stockholm, Sweden.
Right to attend
In order to attend the Annual General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 7 May 2024. Further, shareholders who wish to participate in the Annual General Meeting shall give notice of participation to the company no later than 10 May 2024. Notice of participation can be made:
- by mail: Adventure Box Technology AB (publ), c/o Rightbridge Ventures Group AB / Grow, Östermalmsgatan 26A, SE-114 26 Stockholm, Sweden, or
- by e-mail: info@adventurebox.com.
The notice of participation should state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the Annual General Meeting. Shareholders or its proxies may bring a maximum of two assistants, provided that their attendance is notified as above.
Nominee-registered shares
To be entitled to attend the Annual General Meeting, a shareholder whose shares are nominee-registered shall, in addition to giving notice of participation in the Annual General Meeting, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date on 7 May 2024. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee's routines at such a time in advance as decided by the nominee. Voting rights registrations made no later than the second banking day after 7 May 2024 are taken into account in the presentation of the share register.
Proxy and proxy form
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the proxy. The power of attorney must not have been issued more than one year before the date of the Annual General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as registration certificate and other authorization documents, evidencing the authorized representative, should reach the company at the above address no later than 10 May 2024.
Proxy form is available from the company and on the company's website, corp.adventurebox.com, and is upon request sent to the shareholders who provide their postal address.
Proposed agenda
- Opening of the Annual General Meeting.
- Election of Chairman of the Annual General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination as to whether the Annual General Meeting has been duly convened.
- Election of one or two persons to verify the minutes in addition to the Chairman.
- Presentation of the annual report and the auditor's report, as well as the consolidated financial statements and the consolidated auditor's report.
- Resolution on
- adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet,
- dispositions in respect of the company's result pursuant to the adopted balance sheet, and
- discharge from liability for the members of the Board of Directors and the Chief Executive Officer.
- Determination of the number of members of the Board of Directors as well as auditors and deputy auditors.
- Determination of fees to the members of the Board of Directors and the auditors.
- Election of members of the Board of Directors as well as auditors and deputy auditors.
- Resolution on authorization for the Board of Directors to issue shares, warrants and/or convertible instruments.
- Closing of the Annual General Meeting.
Proposed resolutions
Item 2 - Election of Chairman of the Annual General Meeting
The Nomination Committee proposes that the Chairman of the Board, Örjan Frid, or the person appointed by the Board of Directors in the event of his impediment, be elected Chairman of the Annual General Meeting.
Item 8 b - Resolution on dispositions in respect of the company's result pursuant to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.
Item 9 - Determination of the number of members of the Board of Directors as well as auditors and deputy auditors
The Nomination Committee proposes that the number of members of the Board of Directors elected by the general meeting for the period until the end of the next Annual General Meeting shall be seven (7) members, without deputies. The Nomination Committee further proposes that one registered accounting firm be elected as auditor, without deputies.
Item 10 - Determination of fees to the members of the Board of Directors and the auditors
The Nomination Committee proposes that the fees to the members of the Board of Directors shall be SEK 150,000 (150,000) to the Chairman of the Board and SEK 75,000 (75,000) to each of the other Board members elected by the Annual General Meeting who are not employed by the company. The fee for 2023 is stated in parentheses.
The Nomination Committee further proposes that the auditor's fees shall be paid as per approved invoice.
Item 11 - Election of members of the Board of Directors as well as auditors and deputy auditors
The Nomination Committee proposes re-election of the Board members Örjan Frid, Staffan Eklöw, Rikard Herlitz, Claes Kalborg and Jason Williams as well as new election of Mads Verner Jørgensen and Christopher Bergstresser for the period until the end of the next Annual General Meeting. The Nomination Committee proposes new election of Mads Verner Jørgensen as Chairman of the Board.
Short presentation of the new board members proposed for new election:
Christopher Bergstresser
Christopher Bergstresser, born 1968, has a career in the gaming and tech industry, underpinned by an Economics degree from San Francisco State University. His journey includes executive roles at Sega, Konami, Atari, and leadership positions within MTG and Enad Global 7 in Sweden. Christopher is also a co-founder of Appscotch, which was acquired by AppAnnie. Furthermore, Christopher has contributed to the boards of Flagship Games Group, Mogul and Miniclip.Currently, he brings his vast experience to the boards of Flexion Mobile, Oceanview and Rightbridge Ventures AB, guiding both towards innovation and growth.
Mads Jørgensen
Born 1968. In the mobile gaming industry, Mads Jørgensen founded Zellsoft in 2000 together with the Tier 1 mobile operator in Denmark TDC. The partnership allowed two major mergers with other mobile gaming companies in Europe over the years and today operates under the name Atchik Realtime. Mads also co-founded the mobile content aggregator Rezet.net and bought brands such as Disney, Cartoon Network and Warner Bros. live in the mobile space. The big step into the igaming sector was taken as CEO of the listed company Daydream Software with the massive development of mobile java games for SonyEricsson and Nokia's mobile phones. DayDream Software was transformed into the first listed Igaming operator on the Swedish stock exchange through a reverse takeover of 24H poker AB.Entrepreneurship, iGaming and cooperate finance are the personal skills of Mads, who together with co-founders formed the company Lady Luck Games.
Mads is CEO of Blue Horizon Investment ApS and Chairman of the board at Rightbridge Ventures AB.
Information on all proposed members is available at the company's website, corp.adventurebox.com.
The Nomination Committee further proposes re-election of the registered accounting firm Grant Thornton Sweden AB as the company's auditor for the period until the end of the next Annual General Meeting. Grant Thornton Sweden AB has informed that the Authorized Public Accountant Carl Niring will continue to be appointed auditor in charge, should Grant Thornton Sweden AB be elected as auditor.
Item 12 - Resolution on authorization for the Board of Directors to issue shares, warrants and/or convertible instruments
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders' preferential rights. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is to increase the company's financial flexibility and the Board's room for maneuver, in a time- and cost-effective manner be able to raise capital and/or complement the shareholder base with new shareholders of strategic importance for the company, and enable the company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing financial instruments as payment in connection with agreements on acquisitions, or to raise capital for such acquisitions. Issues made with deviation from the shareholders' preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable. If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue as described above, the issue 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 above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Other information
Nomination Committee
Prior to the Annual General Meeting, the company's Nomination Committee has consisted of Mads Verner Jørgensen (Chair), representing Blue Horizon Investment ApS, Michal Bendtsen, representing M-B Investments ApS, and Jakob Sillesen, representing Assimulo II ApS.
Majority requirements
Resolution pursuant to item 12 is valid only when supported by shareholders representing no less than two thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.
Number of shares and votes in the company
At the time of issuance of this notice, the total number of shares in the company as well as the total number of voting rights, amounts to 42,358,122. The company holds no treasury shares.
Shareholders' right to receive information
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 subsidiaries' financial position and the company's relation to other group companies.
Available documents
The Nomination Committee's and the Board of Directors' complete proposals are set out in this notice, which is available from the company and on its website stated below.
Accounting documents and auditor's report 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.
Copies of the above documents are also sent to the shareholders who so request and provide their postal address. The documents will also be presented at the Annual General Meeting.
Information on all proposed members of the Board of Directors is available on the company's website, corp.adventurebox.com.
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.
____________
Stockholm in April 2024
Adventure Box Technology AB (publ)
The Board of Directors
FOR MORE INFORMATION CONTACT:
Michal Bendtsen, CEO
Adventure Box Technology AB
+45 (0)26 355 377
ABOUT ADVENTURE BOX TECHNOLOGY AB
Adventure Box Technology offers KoGaMa, an online game maker platform that offers user-friendly tools for creating and sharing unique gaming experiences. With its innovative Multiplayer editor and thriving user-to-user marketplace, KoGaMa empowers users to collaborate, create, and customize content within a dynamic social metaverse. The company's world-leading streaming technology is patent protected. Founded in Stockholm in 2014, the company now also has staff in Seville, Copenhagen, and Madrid. Adventure Box is traded on the Nasdaq First North Growth Market under the short name ADVBOX and ISIN code SE0012955276. Aktieinvest FK AB with e-mail ca@aktieinvest.se and phone number +46 739 49 62 50 is the company's Certified Adviser.