NOTICE OF ANNUAL GENERAL MEETING OF ADVENTURE BOX TECHNOLOGY AB (PUBL)

Registration and registration

In order to participate in the meeting, shareholders must be included in the share register kept by Euroclear Sweden AB on May 7, 2020. Shareholders who have had the nominee register their shares must temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be completed no later than May 7, 2020. Shareholders should therefore request a re-registration of the shares well in advance of this date.

In addition, shareholders who wish to attend the AGM must report this to the Company no later than May 7, 2020. Notification of participation is made:

· by mail: Brännkyrkagatan 71, 118 23 Stockholm

· by email: [email protected]

· by phone: +46 73 051 1414

The notification states the name, personal or organizational number, postal address, telephone daytime and shareholding as well as information on any representatives or assistants. Shareholders may bring a maximum of two assistants, provided that they are notified as above.

Shareholders represented by proxy must issue written and dated proxy for the proxy. The authorization may not be issued earlier than one year before the date of the meeting, unless the authorization states a longer period of validity, but no longer than five years from the date of issue. The proxy in original as well as registration certificate and other authorization documents exhibiting the authorized representative should be delivered to the Company at the above address no later than May 7, 2020.

Proxy forms are available on the Company's website, corp.adventurebox.com.

Due to the ongoing spread of viruses that cause covid-19, the board wants to take the measures that are possible to reduce the number of participants at the meeting. The Board of Directors may decide on the collection of proxies and the exercise of shareholders' voting rights by postal voting with support of the Act (2020: 198) as temporary measures to facilitate the AGMs that enter into force on April 15, 2020. More information on such decisions from the Board of Directors and how shareholders should proceed will be available on the Company's website, corp.adventurebox.com.

Proposed agenda

1 Opening of the Meeting

2 Election of Chairman of the Meeting

3 Preparation and approval of voting length

4 Approval of agenda

5 Election of protocol manager and one or two adjusting officers to adjust the minutes together with the chairman

6 Examination of whether the meeting has been duly convened

7 Presentation of presented annual report and auditor's report and, where applicable, consolidated and consolidated auditors' report

8 Decision on

(a) the preparation of the income statement and balance sheet and, where applicable, consolidated income statement and consolidated balance sheet;

(b) dispositions of profit or loss in accordance with the adopted balance sheet; and

(c) discharge from liability for members of the Board and the CEO

9 Determination of fees to the Board of Directors and the auditors

10 Election of the Board of Directors and, where applicable, auditors and any deputy auditors

11 Resolution on amendment of articles of association

12 Decision on the establishment of the Nomination Committee and instructions for the Nomination Committee

13 Decision to establish a warrants-based incentive program for key persons

14 Decision to establish a warrants-based incentive program for the Board

15 Resolution on authorization for the Board to decide on a new issue of shares, warrants and / or convertibles

16 Closing of the Meeting

Proposition for resolution

Item 2 - Election of Chairman of the Meeting

It is proposed that attorney Johan Wigh be elected chairman of the meeting.

Item 8 b - Decision on allocations regarding profit or loss according to the adopted balance sheet

The Board of Directors proposes that no dividend be paid and that the profit for the year be balanced in a new account.

Item 9 - Determination of fees to the Board and the auditors

Shareholders representing approximately 31 percent of the voting rights for all shares in the Company propose that the Chairman of the Board be awarded SEK 150,000 and the other members elected by the Meeting be awarded SEK 75,000 each. Fees shall not be paid to a member employed by the Company. It is proposed that fees to the auditor be paid according to approved invoice.

Item 10 - Election of Board of Directors and, where applicable, auditors and any alternate auditors

Shareholders who represent about 31 percent of the voting rights for all shares in the Company suggest that the Board should consist of six Board members and that the auditor should be a registered audit company.

Shareholders representing approximately 31 percent of the voting rights for all shares in the Company propose re-election of Board members Staffan Eklöw, Christine Rankin, Christopher Kingdon and Claes Kalborg as well as new election of Örjan Frid and Jason Williams for the time until the next Annual General Meeting. The election of Örjan Frid is proposed to the Chairman of the Board. Board members Peter Lönnqvist and Lorang Andreassen have declined re-election.

Örjan Frid (proposed as new Chairman of the Board)

Örjan Frid is a trained civil engineer and an economist. He has served as interim CEO for 30 years and is currently CEO of Apotekstjänst Sverige AB. Örjan is a member of the board of Siktet Invest AB and has previous experience as CEO of Eniro (2016-2019), Patria Helicopters AB (2013-2015), Camfil Power System AB (2011-2012), Eneas Enrgy AS and Tradedoubler (2008- 2010). Örjan brings with him his experience of leading with strategy and focus on profitability for the Company.

Örjan is independent in relation to the Company and its senior executives and independent of major shareholders.

Jason Williams (proposed as new board member)

MBA, co-CEO and Director of Kidoz.net (TSXV:KIDZ) the world's largest mobile network of kids reaching 100M MAU per month.

Jason is an experienced entrepreneur and software professional who was previously CEO of Shoal Games Ltd (2015-2018) and CEO of Bingo.com (2011-2014).

As a digital strategist and listed company director, Jason brings expertise to Adventure Box to help scale the company globally.

For more info see: https://www.linkedin.com/in/heywilliams/

Jason is independent in relation to the Company and its senior executives and independent to major shareholders.

Furthermore, re-election of Grant Thornton Sweden AB as auditor is proposed with Mattias Kjellman as auditor in charge of the Company for the time until the next AGM.

Item 11 - Decision on amendment of articles of association

The Board of Directors proposes that the Meeting resolves to amend the articles of association of the articles of association regarding the limits of the share capital and the number of shares and resolves the articles of association as a result of new and proposed changes regarding participation in the general meeting of the Companies Act. It is also proposed to adopt a provision in the articles of association according to which the board is given the opportunity to decide whether outsiders should have the right to attend or otherwise follow the negotiations at the general meeting. Furthermore, it is proposed that a new provision be introduced in the Articles of Association which gives the Board the right to collect authorizations before the Annual General Meeting and gives the Board the opportunity to decide that shareholders should be able to exercise their voting rights before the Annual General Meeting. Finally, the Board of Directors proposes that the Meeting decide on an editorial amendment to the numbering of the other items from § 9 of the Articles of Association. The proposed amendments to the Articles of Association are set out below.

The Board of Directors, or the person appointed by the Board, shall have the right to make the minor adjustments to the above decisions which may prove necessary in connection with registration with the Swedish Companies Registration Office.

Item 12 - Decision on establishment of nomination committee and instructions for nomination committee

Shareholders representing approximately 31 percent of the voting rights for all shares in the Company suggest that the Meeting resolves to set up a Nomination Committee with three members and decides on instructions for the Nomination Committee as below.

Instruction for the Nomination Committee

The Nomination Committee shall be constituted based on shareholder statistics from Euroclear Sweden AB as of the last banking day in August of the year prior to the AGM and other reliable owner information provided to the Company at this time. The Chairman of the Board, if he is not a member as the owner's representative, must be adjunct to the Nomination Committee, and has the task of contacting the largest shareholders and thus convening the Nomination Committee. If the shareholder does not exercise his right to appoint a member, the next largest voting shareholder shall have the right to appoint a member of the nomination committee.

The Nomination Committee shall appoint a chairman within it. The Chairman of the Board or other Board member shall not be the Chairman of the Nomination Committee.

The names of the nominated members of the Nomination Committee and the shareholders they have been appointed to be published on the Company's website as soon as they have been appointed.

The Nomination Committee's term of office extends until its new Nomination Committee is appointed. If a member resigns from the nomination committee, the owner who appointed the member shall have the right to appoint a replacement. In cases where during the term of office of the Nomination Committee one or more of the shareholders who have appointed members of the Nomination Committee no longer belong to the three largest shareholders in terms of voting rights, members appointed by these shareholders shall make their seats available and the shareholder or shareholders added among the three largest votes. the shareholders must appoint members. If there are no special reasons, no changes shall be made in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or if the change occurs later than three months before the AGM. Changes in the composition of the Nomination Committee shall be made public as soon as they have taken place.

The Nomination Committee shall prepare proposals on the following issues to be submitted to the AGM for resolution:

· proposal for chairman at the AGM,

· proposals for the number of board members,

· proposals for the Board of Directors and the Chairman of the Board,

· proposals for fees and other remuneration for Board assignments to each of the members of the Board and, where applicable, remuneration for committee work;

· proposals for election and remuneration of auditors; and

· to the extent deemed necessary, proposals for amendments to this instruction.

The Nomination Committee's proposals must be presented in the notice of the AGM and on the Company's website. No remuneration shall be paid for the work of the Nomination Committee, but the Company shall be responsible for reasonable costs associated with the performance of the Nomination Committee's assignment. This instruction for the Nomination Committee shall apply until its decision to change the instructions for the Nomination Committee is taken by the Annual General Meeting.

Item 13 - Decision to establish a warrants-based incentive program for key persons

The Board of Directors proposes that the Meeting resolves to establish a warrants-based incentive program for key persons in the Group in which the Company constitutes the Parent Company ("the Group") by (1) resolving the issue of warrants of series 2020/2023: 1 to the Company's wholly owned subsidiary Goldcup 25353 AB, org . No. 559244-0241, ("the Subsidiary"), and (2) a decision approving the transfer of warrants of series 2020/2023: 1 from the Subsidiary to key persons in the Group, as below.

Background and motivation

The Board considers it important that key people within the Company are given the opportunity to receive remuneration that is related to and dependent on the value growth they contribute to creating. The Board of Directors believes that it is to the advantage of the Company and the shareholders that in this way the key persons are given a personal ownership commitment.

In light of the conditions, the size of the allotment and other circumstances, the Board of Directors considers that the proposed warrants program, as follows, is reasonable and advantageous for the Company and its shareholders.

1. Issue of warrants

The Board of Directors proposes that the Meeting resolves on a directed issue of a maximum of 110,000 warrants of series 2020/2023: 1, which means an increase in share capital on full exercise with a maximum of SEK 11,000. Otherwise, the following conditions shall apply to the decision.

1.1 The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be granted to the Subsidiary with the right and obligation to transfer the warrants to key persons in the Company, as set out in the proposal under paragraph 2 below. The subsidiary shall not have the right to dispose of the warrants other than as stated in the proposal under paragraph 2 below. Overwriting cannot be done.

1.2 The reason for the deviation from the shareholders' preferential rights is that the warrants should be used within the framework of the warrants program.

1.3 The warrants shall be issued free of charge to the Subsidiary.

1.4 Subscription of the warrants shall take place within two weeks of the date of the issue decision. The Board has the right to extend the subscription period.

1.5 Each (1) warrants entitles to subscribe for one (1) share in the Company. The subscription of shares under the warrants can take place during the period from 1 July 2023 to 30 September 2023.

1.6 The subscription price shall be fixed at an amount corresponding to 130 percent of the average volume-weighted payment price for the Company's shares on Nasdaq First North Growth Market during the period 10 trading days from May 14, 2020 onwards.

1.7 The shares subscribed for under the warrants shall entail the right to a dividend for the first time on the first record date for the dividend that occurs after the subscription of shares through the exercise of the warrants.

1.8 Warrants held by the Subsidiary and not transferred pursuant to paragraph 2 below or repurchased from the Participants may be canceled by the Company upon decision of the Board of Directors of the Company with the consent of the Board of Directors of the Subsidiary. Cancellation must be reported to the Swedish Companies Registration Office for registration.

1.9 The full terms of the warrants are set out in the Board's complete proposal.

2. Approval of transfer of warrants

The Board of Directors proposes that the Meeting resolves to approve that the Subsidiary, within the framework of the warrants program, assigns a maximum of 110,000 warrants of the 2020/2023 series: 1 to key persons in the Company under the following conditions:

2.1 The right to acquire warrants shall be added to employees of the Company who have entered into a house-keeping agreement with the Company. Allotment of warrants is made by the Board in accordance with the principles established by the Meeting. The warrants program will include at most the following number of warrants for the various categories of participants ("the Participants"):

Overwriting cannot be done. The right to acquire subscription warrants from the Subsidiary shall only apply to those persons who at the end of the registration period have not resigned or have been terminated.

Options should also be offered to future new employees. For such acquisitions, the terms and conditions shall be the same or equivalent to what is specified in this decision. This means that acquisitions should be made at the current market value.

Transfer to the Participants presupposes that acquisition of the warrants can legally take place and that, according to the Board's assessment, it can be made for reasonable administrative and financial efforts.

2.2 The notification of acquisition of warrants shall be made during the period from May 29, 2020 to June 31, 2020. However, the Board of Directors shall have the right to extend the time for notification of acquisitions and to specify a corresponding notification period for new employees whose acquisition occurs after the end of the initial registration period. The company's Board of Directors decides on the final allocation.

2.3 The warrants shall be transferred on market terms at a price determined on the basis of a calculated market value for the warrants using the Black & Scholes valuation model. Transfer to new employees after the end of the initial registration period shall also take place on market terms.

Payment for allotted warrants shall be made with cash payment no later than five days after the notification of the acquisition. In the event of a transfer to new employees, the Board shall determine a corresponding payment date.

Otherwise, the options shall be subject to market conditions.

2.4 A condition for the granting of warrants is that the Participant has signed a special home agreement with the Company. The home loan agreement means that the Company, or the Company designates, may, under certain conditions, have the right to repurchase a subscription option from Participants. Such repurchase right shall exist if the Participant's employment, contractual relationship or assignment ceases, if the Participant goes bankrupt or if the Participant intends to transfer a subscription option to another. In the event that the Participant dies, the home settlement agreement shall be binding on the estate.

The purchase price for the home-offered warrants shall consist of an amount in money corresponding to the lower of the option prices' purchase price and market value. The market value of the subscription warrant offered shall be determined by a valuation in accordance with the Black & Scholes formula in connection with the making of a home bid.

2.5 Warrants repurchased from the Participants may be transferred to new employees within the framework of the warrants program.

Existing incentive programs

At the time of this proposal, there are three outstanding share-related incentive programs in the Company

Options A

On February 15, 2016, the Board of Directors resolved, on the authority of the Annual General Meeting on December 4, 2015, to introduce an option program of the series 2016/2019, whereby 15,780 warrants were issued to the Company's employees, consultants and Board members. At the Annual General Meeting on November 30, 2018, it was resolved to extend the subscription period until May 31, 2020. Since February 15, 2016, a number of changes in the Company's share capital have taken place, which has led to a recalculation according to the terms of the warrants. After recalculation, the total number of warrants in the options program is 78,900 warrants, of which 31,560 warrants are repurchased by the Company in accordance with the terms of the warrants.

Options B

On 19 September 2017, the Board of Directors resolved, on the authority of the Annual General Meeting on 18 November 2016, to introduce an option program of the 2017/2020 series, whereby 22 022 warrants were issued to the Company's employees, consultants and Board members. Since September 19, 2017, a number of changes in the Company's share capital have taken place, which has led to a recalculation under the terms of the warrants. After recalculation, the total number of warrants in the options program is 110,110 warrants.

Options C

On March 28, 2019, the Board of Directors resolved, on the authority of the Annual General Meeting on November 30, 2018, to introduce an option program of the 2019/2022 series, whereby 57,300 warrants were issued to the Company's employees, consultants and Board members. Since March 28, 2019, a number of changes in the Company's share capital have taken place, which has led to a recalculation according to the terms of the warrants. After recalculation, the total number of warrants in the options program is 286,500 warrants.

More information about the Company's other incentive programs can be found in the annual report for the 2019 financial year and on the Company's website, corp.adventurebox.com/en.

Dilution effects and costs etc

The Board's proposal for a resolution on the issue of warrants results in a maximum total dilution of approximately 1.18 percent of the share capital and votes in the Company. The proposed program is expected to have a marginal impact on the Company's key figures.

Assuming the issue and full allotment of the proposed warrants, the proceeds received will be calculated when the options are transferred, exceeding the costs incurred in the creation of the program.

Preparation of the proposal

The proposal for a decision establishing the warrants program and the proposals for decisions under paragraphs 1 and 2 above have been prepared by the Board in consultation with external advisers.

Other

The Board of Directors, or the person appointed by the Board, shall have the right to make the minor adjustments to the above decisions which may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Item 14 - Decision on the establishment of a warrants-based incentive program for the Board

Shareholders in the Company, representing approximately 31 percent of the voting rights for all shares in the Company, propose that the Meeting resolves to establish a warrants-based incentive program for the Board of Directors of the Company as follows.

Background and motivation

Shareholders consider it important that the Company's Board of Directors is given the opportunity to receive remuneration that is related to and dependent on the value growth they contribute to creating. The shareholders believe that it is to the advantage of the Company and the shareholders that the Board of Directors in this way is given a personal ownership commitment.

In view of the conditions, the size of the allotment and other circumstances, the shareholders believe that the proposed warrants program is reasonable and advantageous for the Company and its shareholders as follows.

Allocation and conditions for the warrants

The shareholders propose that the Meeting resolves to issue a maximum of 45,000 warrants of series 2020/2023: 2, which means an increase in the share capital on full exercise with a maximum of SEK 4,500. Otherwise, the following conditions shall apply to the decision.

a) The right to subscribe for warrants shall, with deviation from the shareholders' preferential rights, be members of the Board. Allotment of warrants is made by the Board in accordance with the principles established by the Meeting. The warrants program will comprise at most the following number of warrants to the following individuals on the Board of Directors ("the Members"):

Overwriting cannot be done. The right to subscribe for warrants shall only accrue to a Member who, at the end of the registration period, has not completed his assignment as a Board member.

b) The reason for the deviation from the shareholders' preferential right is that the warrants should be used within the framework of the warrants program.

c) Subscription of warrants shall take place during the period from 29 May 2020 to 31 June 2020.

d) The warrants shall be transferred on market terms at a price determined on the basis of a calculated market value for the warrants using the Black & Scholes valuation model.

Payment must be paid in cash to the Company no later than five business days after subscription.

Otherwise, the options shall be subject to market conditions.

e) Each (1) warrants entitles to subscribe for one (1) share in the Company. The subscription of shares under the warrants can take place during the period from 1 July 2023 to 30 September 2023.

f) The subscription price shall be fixed at an amount corresponding to 130 percent of the average volume-weighted payment price for the Company's shares on Nasdaq First North Growth Market during the period 10 trading days from May 14, 2020 onwards.

g) The shares subscribed for under the warrants shall entail the right to receive dividends for the first time on the first record date for dividends that occur after the subscription of shares through the exercise of the warrants.

h) A condition for being granted warrants is that the Member has signed a special home agreement with the Company. The home agreement means that, under certain conditions, the Company, or the Company designates, is entitled to repurchase the warrants from the Member. Such repurchase right shall exist if the Member's assignment is terminated, if the Member becomes bankrupt or if the Member intends to transfer a warrants to another. In the event that the Member dies, the home agreement shall be binding on the estate.

The purchase price for the home offered warrants shall consist of an amount in money corresponding to the lower of the option rights' purchase price and market value / an amount corresponding to the market value of the home warrants. The market value of the subscription warrant offered shall be determined by a valuation in accordance with the Black & Scholes formula in connection with the making of a home bid.

i) The full terms of the warrants are set out in the shareholders' complete proposal.

Existing incentive programs

At the time of this proposal, there are three outstanding share-related incentive programs in the Company.

Options A

On February 15, 2016, the Board of Directors resolved, on the authority of the Annual General Meeting on December 4, 2015, to introduce an option program of the series 2016/2019, whereby 15,780 warrants were issued to the Company's employees, consultants and Board members. At the Annual General Meeting on November 30, 2018, it was resolved to extend the subscription period until May 31, 2020. Since February 15, 2016, a number of changes in the Company's share capital have taken place, which has led to a recalculation according to the terms of the warrants. After recalculation, the total number of warrants in the options program is 78,900 warrants, of which 31,560 warrants are repurchased by the Company in accordance with the terms of the warrants.

Options B

On 19 September 2017, the Board of Directors resolved, on the authority of the Annual General Meeting on 18 November 2016, to introduce an option program of the 2017/2020 series, whereby 22 022 warrants were issued to the Company's employees, consultants and Board members. Since September 19, 2017, a number of changes in the Company's share capital have taken place, which has led to a recalculation under the terms of the warrants. After recalculation, the total number of warrants in the options program is 110,110 warrants.

Options C

On March 28, 2019, the Board of Directors resolved, on the authority of the Annual General Meeting on November 30, 2018, to introduce an option program of the 2019/2022 series, whereby 57,300 warrants were issued to the Company's employees, consultants and Board members. Since March 28, 2019, a number of changes in the Company's share capital have taken place, which has led to a recalculation according to the terms of the warrants. After recalculation, the total number of warrants in the options program is 286,500 warrants.

Dilution effects and costs etc

The shareholders' proposal for a resolution on the issue of warrants results in a maximum total dilution of approximately 0.48 percent of the share capital and votes in the Company. The proposed program is expected to have a marginal impact on the Company's key figures.

Assuming the issue and full allotment of the proposed warrants, the proceeds received will be calculated when the options are transferred, exceeding the costs incurred in the creation of the program.

Preparation of the proposal

The proposal for a decision to set up the warrants program above has been prepared by the shareholders in consultation with external advisers.

Other

The Board of Directors, or the person appointed by the Board, shall have the right to make the minor adjustments to the above decisions which may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Item 15 - Resolution on authorization for the Board to decide on a new issue of shares, warrants and / or convertibles

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, within the framework of the Articles of Association for each time limit for shares and share capital, to decide, on one or more occasions, during the period leading up to the next Annual General Meeting on the issue of shares, convertibles and / or warrants with or without preferential rights for the shareholders. Such issuance decision must be made with a provision for payment, set-off or cash payment.

The Board of Directors, or that the Board of Directors designates, is authorized to make the minor adjustments to the authorization that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Majority requirements

The AGM's resolution in accordance with items 11 and 15 above presupposes that the resolution is supported by at least two thirds of both the votes cast and the shares represented at the AGM.

The AGM's resolution in accordance with paragraphs 13 and 14 above presupposes that the resolution is supported by at least nine tenths of both the votes cast and the shares represented at the AGM.

The number of shares and votes in the Company

At the time of issue of this notice, the total number of shares in the Company, as well as the total number of votes, amounts to 9,142,400. . Provided that the new share issue is registered on the day of the meeting, the total number of shares in the Company, as well as the total number of votes, will amount to 10,554,631. The company does not hold any own shares.

Shareholder's right to inquire

In accordance with the Companies Act, Chapter 7. Section 32, if any shareholder so requests and the Board considers that it can be done without material harm to the Company, the Board and the CEO shall provide information at the Annual General Meeting on matters that may affect the assessment of a matter on the agenda or the assessment of the Company's financial situation.

Available documents

Full proposals for decisions and accounting documents and associated audit reports will be made available to the Company for at least three weeks before the AGM. Copies of the said documents are also sent to the shareholders who request it and state their postal address. The documents will also be available on the Company's website, corp.adventurebox.com/se.

Information on all proposed Board members is available on the Company's website, corp.adventurebox.com/en.

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.

Adventure Box Technology AB (publ)

Stockholm April 2020
The board

FOR MORE INFORMATION CONTACT:

Christopher Kingdon, CEO Adventure Box, +46 (0)73 051 1414, [email protected], corp.adventurebox.com

Certified Advisor FNCA Sweden AB, +46(0)8-528 00 399, [email protected]

The following documents can be retrieved from beQuoted
20200406-Adventure-Box-Kallelse-stamma-EN.pdf

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