Notice of Extraordinary General Meeting in Beyond Frames Entertainment AB (publ)
The shareholders in Beyond Frames Entertainment AB (publ), org. no. 559058-8322, are called to an Extraordinary General Meeting at the company's premises on Bondegatan 21, 116 32 in Stockholm on the 24th of January 2024 at 17.00.
The purpose of the Extraordinary General Meeting is to strengthen the Board through the election of new members and, in connection with this, to increase the total remuneration to the Board, but not the remuneration per individual. In addition, the Board proposes that the General Meeting decide to issue warrants that cover previously issued qualified employee warrants. The purpose of the latter is to reduce administration when issuing shares arising from agreements on qualified employee options. The issuance of the qualified staff options has already been decided at prior general meetings and the now proposed decision does not therefore increase the number of options that the company can issue.
Right to participate and registration
The right to participate in the General Meeting has the shareholder who is entered in the share register maintained by Euroclear Sweden AB for the company on January 16, 2024, and who has notified the company of their intention to participate so that the notification reaches the company no later than January 18, 2024.
Notification must be made via e-mail to ir@beyondframes.com. When reporting, the shareholder's name, social security number or corporate identity number, address and telephone number, number of shares represented and, where applicable, the name of any assistant, representative or deputy must be stated.
Trustee-registered shares
Anyone who has had their shares registered by a trustee must, in order to have the right to participate in the meeting, have the shares registered in their own name through the trustee's care, so that the person concerned is registered in the share register kept by Euroclear Sweden AB as of the record date 16 January 2024. Such registration can be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective administrator's procedures, request that the administrator perform such voting rights registration. Voting rights registration that has been requested by shareholders in such a time that the registration has been made by the relevant administrator no later than January 16, 2024 will be taken into account when preparing the share register.
Agent
Shareholders who are to be represented by proxy must issue a written, signed and dated power of attorney. If the power of attorney was issued by a legal entity, a certified copy of the valid registration certificate for the legal entity (or equivalent document for a foreign legal entity) must be attached to the power of attorney.
To facilitate registration, the original power of attorney as well as registration certificate and other authorization documents should be available to the company at the above address in good time before the meeting.
Proposed agenda
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Election of chairman and secretary at the meeting.
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Creation and approval of voter register.
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Selection of one or two adjusters.
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Examination of whether the general meeting has been duly convened.
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Approval of agenda.
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Change in number of board members.
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Adjustment of board fees.
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New election of board members.
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Issuance of warrants.
Resolution proposal
Point 1: Election of Chairman and Secretary at the meeting.
The nomination committee proposes to Mikael Söderstrom is selected to Chairman at the meeting.
Point 6: Change in the number of board members.
The nomination committee proposes to the board will consist of a maximum of six ordinary members.
Point 7: Adjustment of board fees.
The nomination committee proposes that, taking into account point 6, adjust the total board fee until the end of the next annual general meeting to SEK 270,000.
Point 8: New election of board members.
The nomination committee proposes that Fredrik Burvall and Catherine Ehrensvärd be elected to the board.
Point 9: Issuance of warrants.
The board proposes to issue warrants according to Appendix 1.1 and 1.2.
Quantity of shares and votes in the company
At the time of issuing this notice, there are a total of 17,159,709 outstanding shares and votes in the company. The company does not hold any own shares.
Shareholders' Right to request information
According to ch. 7 Section 32 of the Swedish Companies Act, the board and the managing director, if a shareholder requests it and the board considers that it can be done without significant damage to the company, must provide information at the general meeting about conditions that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the company's financial situation. The disclosure obligation also includes the company's relationship with other group companies, the consolidated accounts and such relationships regarding subsidiaries as referred to in the preceding sentence.
Actions
Complete proposals for decisions and other documents to be processed at the meeting will be kept available at the company's office no later than two weeks before the meeting and will be sent free of charge to the shareholder who requests it and states his postal address. The documents will also be available on the company's website www.beyondframes.com from this time at the latest. All of the above documents will also be presented at the meeting.
About the two proposed the board members:
Fredrik Burvall Born: 1972
Current board assignments: Chairman of MOBA Network AB (Publ), Board member in Gambling.com Group, Movs Technology Group AB.
Previous assignments in selection: President for Cherry Joy of playing AB, Speqta AB (Publ), CEO of Cherry AB (Publ). Board member of Bell Maritime Gaming AB, Yggdrasil Holding Ltd and Cherry Holding Ltd.
Independent in relationship to the company and its management: Yes
Independent in relation to the company's principal owner: Yes
Holdings: 0 shares
Catherine Ehrensvärd Born: 1967
Current board assignments: Board member of Wonderful Times Group AB (Publ), BHOOF AB, Toasters Courtyard AB, The savings bank South and init Cemu Holding AB.
Previous assignments in selection: CEO for Anolytech AB, Manager for B.A in Ramboll Telecom.
Independent in relationship to the company and its management: Yes
Independent in relationship to of the company principal owner: No.
Holdings: 750,000 shares
December 2023
The Board
For further information, please contact:
ir@beyondframes.com
+46 (0)72 842 49 22
About Beyond Frames Entertainment
Headquartered in Stockholm, Sweden, Beyond Frames is an XR-focused publisher with its development studios Cortopia, Moon Mode and partner studio Odd Raven. Offering creative and technical consulting, funding, marketing and publishing services, Beyond Frames partners with studios creating amazing XR products such as Ghosts of Tabor (Combat Waffle Studios), Outta Hand (Capricia Productions), ARK and ADE (Castello Inc.), Silhouette (Team Panoptes) and Mixture (Played With Fire), Beyond Frames Entertainment AB (publ) is listed on the Swedish Spotlight Stock Market, ISIN: SE0011614965.
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