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 December 16, 2024 at 11:30.
The purpose of the Extraordinary General Meeting is to approve warrant issue for employee option program and to approve the employee option program (“kvalificerade personaloptioner”).
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 December 6, 2024, and who has notified the company of their intention to participate so that the notification reaches the company no later than December 11, 2024.
Notification must be made via e-mail to [email protected]. 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 December 6, 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 December 11, 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
- Election of chairman, secretary and verifier(s)
- Creation and approval of voter list.
- Question of whether the general meeting has been summon in due time.
- Approval of the meeting agenda.
- Warrant issue for employee option program.
- Decision regarding employee option program (“kvalificerade personaloptioner”).
- Decision regarding distribution of “kvalificerade personaloptioner” to board members.
- Adjourment of the meeting.
Resolution proposal
Point 1: Election of Chairman and Secretary at the meeting.
The nomination committee proposes to Jesper Åkerlind is selected to Chairman at the meeting.
Point 5: Warrant issue for employee option program W2024-2027A
Beyond Frames Entertainment AB (publ), 559058-8322 ("The Company") decides to issue warrants according to the following. The decision is made by the shareholders meeting.
1. At most 370,000 warrants shall be issued. The maximum share capital increase will be 18,500 SEK if all warrants are exercised.
2. The warrant issue is done without preferential rights for existing shareholders, and is offered to the company itself. The reason that the preferential rights of existing shareholders are disregarded is to provide an options pool in order to deliver shares to holders of qualified employee stock options. The general meeting approves that the company has the right to transfer the warrants free of charge to holders of qualified employee stock options.
3. Payment for warrants shall not be made.
4. Subscription for warrants shall be made on a subscription note between 2024-12-16 and 2024-12-31.
5. Each warrant gives the holder the right, during the period from the registration at Bolagsverket to 2028-11-30, to subscribe for 1 share at a subscription price of 0.05 SEK.
6. The board has the right to extend the subscription period.
7. Shares that have been issued by subscription using warrants are eligible for a share dividend for the first time on the first occasion of such dividend payment which occurs after the subscription has been executed. If the Company at the time of the dividend payment is registered with a Central Security Depository such as Euroclear, such shares that have been issued by subscription using warrants shall be entitled to dividend payments for the first time on that record day ('avstämningsdag') for the purpose of dividend payment, which occurs first after the subscription has been executed.
8. The warrants shall be governed by the terms stipulated in Appendix 1.2. The subscription price for shares subscribed to by means of warrants, as well as the number of shares per warrant, may be re calculated using the terms for re-calculation stipulated in this appendix.
9. Subscription may only be made with respect to a whole number of shares. Any excess part of a share, which the total number of Warrants that one Investor wishes to exercise entitles to, shall be disregarded.
10. The board, or whomever the board appoints, shall have the right to make such minor changes to the decision as are necessary for the registration of the decision
Point 6: Decision regarding employee option program (“kvalificerade personaloptioner”)
The Board of Directors proposes that the Extraordinary General Meeting of the Company resolves on 2024-12-16 to establish an employee stock option program for employees and board members of the Company (the "Participants", each the "Participant").
The purpose of the proposed employee stock option program (the "Employee Stock Option Program 24/27") is to ensure a long-term commitment for the Participants through a remuneration system linked to the company's future value.
By introducing a share-based incentive program focusing on the long-term growth potential of the company, which means common interests and goals for the company's shareholders and the Participants. Such an incentive program can also be expected to improve the company's ability to retain the Participants and offer a competitive compensation model without substantially increase the salary costs.
The details of the Employee Stock Option Program, has been designed in accordance with current regulations Chapter 11a of the Swedish Income Tax Act (1999:1229), and is set out below.
The Board of Directors proposes that the Extraordinary General Meeting take decision regarding the implementation of the employee stock option program in accordance with the following guidelines:
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- The employee stock option program shall include a maximum of 370,000 employee stock options.
- Each employee stock option entitles the holder to acquire one new share in the company at a price of 0,05 SEK. The vesting price and the number of shares that each employee stock option entitles to may be subject to recalculation as a result of emissions, rights issue and similar measures.
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- The employee stock option program shall cover employees of the company and its subsidiaries, as decided by the company's Board of Directors.
- The allotted employee stock options vest three years after allotment. The Participant is required to continue be active in the company at the time of vesting.
- The employee stock options shall not constitute securities and shall not be transferable or pledged.
- The employee stock options shall be allotted free of charge. The participants may exercise allotted and vested employee stock options for a period of three (3) months after the end of the vesting period.
- The employee stock options shall be settled in a separate agreement with the Participant. The agreement will, among other things, contain payment obligations for the company if the general meeting/board of directors at the time of exercise of the employee stock options does not resolve to issue new shares. The Board of Directors shall be responsible for the design and management of the Employee Stock Option Program within the framework of the above-stated main terms and guidelines. In extraordinary cases, the Board of Directors has the right to limit the scope of or prematurely terminate the Employee Stock Option Program, in whole or in part.
Costs
The costs for the Employee Stock Option Program will only consist of limited costs for the implementation and administration of the program, provided that the program is implemented as intended.
Point 7: Distribution of KPO:s o the board members
Proposed distribution of KPO:s to the board member:
| Board member | Number of KPO:er |
| Fredrik Burvall | 10,000 |
| Arvid Klingström | 5,000 |
| Patrick Bach | 5,000 |
