Notice to the annual general meeting of Beyond Frames Entertainment AB (publ)

The shareholders in Beyond Frames Entertainment AB (publ) (the "Company"), reg. no. 559058-8322, are invited to the annual general meeting at the Company's premises at Bondegatan 21, 116 32 in Stockholm on June 28, 2024 at 13.00.

 

Right to participate and registration

The right to participate in the general meeting has the shareholder who is partly entered in the share register maintained by Euroclear Sweden AB for the company on 19 June 2024, and has notified the company of their intention to participate so that the notification reaches the company no later than 21 June 2024.

Notification must be made via e-mail to [email protected] or by letter to Beyond Frames Entertainment AB (publ) c/o Helios Consulting, Svarvargatan 14 d, 112 49 Stockholm. 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 maintained by Euroclear Sweden AB as of record date 19 June 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 19 June 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 the registration certificate and other authorization documents should be available to the company at the above address in good time before the meeting.

Power of attorney form will be available on the company's website www.beyondframes.com .

 

Proposal for the agenda

1. Opening of the meeting.
2. Election of chairman and secretary at the meeting.
3. Establishment and approval of voter register.
4. Approval of Agenda.
5. Selection of one or two adjusters.
6. Examination of whether the general meeting has been duly convened.
7. Presentation of annual report and audit report as well as consolidated accounts and consolidated audit report.
8. Decision on the determination of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
9. Decision on dispositions regarding the company's results according to the established balance sheet.
10. Decision on discharge of liability for the board members and managing director.
11. Determining the number of board members and deputy board members and the number of auditors and deputy auditors.
12. Determination of board and auditor fees.
13. Election of board and auditor.
14. Decision on election committee.
15. Decision on authorization for the board to decide on new issue of shares.
16. Special authorization for the board.
17. End of the meeting.

 

Resolution proposal

 

Item 2: Election of chairman at the meeting

The nomination committee proposes that Jesper Åkerlind be elected chairman at the annual general meeting.

Item 9: Decision on dispositions regarding the company's results according to the established balance sheet.

The board proposes that the year's negative results, amounting to 3 670 001 kronor, are settled against the balance sheet and that there is no dividend for the financial year 2023. After the proposed disposition, free equity amounts to 95 407 331 kronor.

Item 11: Determination of the number of board members and the number of auditors

The board currently consists of six (6) regular members without deputies. The nomination committee proposes that the board, for the time until the end of the next Annual General Meeting, shall consist of five (5) regular members without deputies.

 

The company currently has a registered audit firm. The Nomination Committee proposes that the Company, for the time until the end of the next Annual General Meeting, should have a registered audit firm.

 

Item 12: Determination of board and auditor fees

The nomination committee proposes that the fee to the board be issued with a total of SEK 550,000 to be distributed as follows: the chairman of the board is paid SEK 150,000, and other board members are paid SEK 100,000 per member on an annual basis to board members who are not employed within the group.

 

The nomination committee proposes that fees to the Company's auditor should be paid according to the quotation and approved invoice.

 

Item 13: Election of board members and board chairman

The nomination committee proposes that the AGM, for the time until the end of the next AGM, should re-elect board members Fredrik Burvall, Ricky Helgesson, and Catherine Ehrensvärd. In addition, new elections of Arvid Klingström and Patrick Bach are proposed.

 

Ace St. Germain, Erik Åkerfeldt, and Mikael Söderström have declined re-election.

 

The nomination committee proposes the election of Fredrik Burvall as chairman of the board.

 

A brief presentation of the two new members that are proposed

Arvid Klingström has a background in various market and product leadership roles in the gaming industry for the past 20 years. Previous experience: Head of Studio at King, Head of Player Services at Paradox and, today, CEO at Safe Lane Gaming. Independent of both the company and company management.

 

Patrick Bach has a background in various design and producer roles and has been managing director for over 20 years. Previous experience: Executive Producer at DICE, VP General Manager DICE Stockholm, and Managing Director at Ubisoft. Independent of both the company and company management.

 

For information about members who are proposed for re-election, refer to the company's website, www.beyondframes.com.

 

Furthermore, the nomination committee proposes that the registered auditing company Revideco AB be re-elected as the Company's auditor for the period until the end of the next annual general meeting. Revideco AB has announced that, in the event that Revideco AB is re-elected as auditor, Erik Emilsson will remain as chief auditor.

 

Item 14: Decision on the election committee

Jesper Åkerlind proposes that the AGM decides that the nomination committee should be appointed according to the following principles. The chairman of the board must, based on the ownership according to Euroclear Sweden AB as of the last banking day in September, contact the three largest owners, who will then each appoint a member to the nomination committee.

If one of the three largest owners waives their right to appoint a member of the nomination committee, the next owner in size must be given the opportunity to appoint a member of the nomination committee. In addition, the nomination committee can decide that the chairman of the board should be a member of the nomination committee. The CEO or other person from the company's management shall not be a member of the nomination committee. The chairman of the board must convene the first meeting of the election committee. An owner representative must be appointed as chairman of the election committee. The chairman of the board or another board member shall not be the chairman of the election committee.

The nomination committee's term of office extends until a new nomination committee is appointed. If a shareholder, who is represented in the nomination committee, during the nomination committee's term of office no longer belongs to the three largest shareholders, a representative appointed by such shareholder must make his place available, and shareholders who were added among the three largest shareholders must be offered to appoint a member of the company's nomination committee. No changes will be made to the composition of the nomination committee if only minor changes to the shareholding have taken place or if a change occurs later than three months before the annual general meeting. Shareholders who appoint a representative in the nomination committee have the right to dismiss such member and appoint a new representative. Changes in the nomination committee must be announced on the company's website as soon as they have taken place.

The nomination committee is proposed to have the task of preparing and developing proposals regarding the election of the chairman at the annual general meeting, the chairman of the board and other members of the board, remuneration to the chairman and other members, the election of an auditor, remuneration to the auditors and principles for the appointment of a nomination committee. Fees to the selection committee shall not be paid. If necessary, the nomination committee may engage external consultants to find candidates with relevant experience and the company shall bear the costs of such consultants. In connection with its mission, the nomination committee must forward certain information to the company so that the company can fulfill its information obligation. The composition of the nomination committee must be announced no later than six months before the annual general meeting. In this context, information must also be given on how shareholders can submit proposals to the nomination committee.

The instructions for the election committee apply until further notice.

Item 15: Decision on authorization for the board to decide on new issue of shares.

The board proposes that the meeting authorizes the board to, on one or more occasions, during the time until the next annual general meeting, decide on a new issue of shares, with or without deviation from the shareholders' pre-emptive rights.

The number of shares issued with the support of the authorization may amount to no more than ten (10) percent of the total number of shares outstanding when the authorization is used for the first time.

Issues taken with the support of the authorization must take place at the market subscription price, subject to a market issue discount where applicable, and payment must, in addition to cash payment, be made by in-kind or set-off of the claim on the company.

Issuances made with the support of the authorization must take place with the aim of providing the company with working capital and/or new owners of strategic importance for the company and/or acquisition of other companies or operations.

Item 16: Special authorization for the board

It is proposed that the board be authorized to make the minor adjustments to the decisions that may prove necessary in connection with the registration of the proposals for decisions according to this notice at the Swedish Companies Registration Office or handling at Euroclear Sweden AB.

Number of shares and votes in the company

At the time of issuing this notice, there are a total of 17,302,909 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 covers the company's relationship with other group companies, the consolidated accounts and such relationships regarding subsidiaries as referred to in the preceding sentence.

Actions

Accounting documents, audit report, 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 provides 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.

 

Stockholm, May 2024
Beyond Frames Entertainment (publ)
The Board of Directors