Notice of Extraordinary General Meeting in Adventure Box Technology AB (publ)

Right to participate

In order to participate in the general meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 22 September 2022. Furthermore, shareholders who wish to participate in the general meeting must notify the company of their participation no later than 26 September 2022. Notice of participation shall be made:

• by mail: Adventure Box Technology AB (publ), Sveavägen 166, SE-113 46 Stockholm, marked "Extraordinary General Meeting", or
• by e-mail: [email protected].

The notice of participation must state name, personal identification number or corporate registration number, postal address, a daytime telephone number, shareholding and, where appropriate, information about any proxy or shareholder assistants. Shareholders may bring a maximum of two assistants, provided that their attendance is notified as above.

Nominee-registered shares

In order to be entitled to participate in the general meeting, a shareholder whose shares are nominee-registered with a bank or other nominee must, in addition to giving notice of participation in the 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 22 September 2022. 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 22 September 2022 are taken into account in the presentation of the share register.

Authorised representatives and proxy forms

Shareholders represented by proxy must issue a written, signed and dated power of attorney for the proxy. The power of attorney must not have been issued more than one year before the date of the 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 authorised representative, should reach the company at the above address no later than 26 September 2022.

Proxy form is available from the company and on the company's website, corp.adventurebox.com, and is sent at request to shareholders stating their postal address.

Postal voting

The Board of Directors has resolved that the shareholders may exercise their voting rights by post before the Extraordinary General Meeting as an alternative to physical attendance. Shareholders who wish to use the opportunity to vote by post shall use the postal voting form available on the company's website, corp.adventurebox.com. The shareholder may not provide the postal vote with any special instructions other than checking one of the given alternatives in each proposal. The shareholder may also abstain from voting in any given proposal. If the shareholder has provided the postal vote with special instructions or conditions, or made adjustments or additions to the printed text, the vote (i.e. the postal vote in its entirety) is invalid.

The completed and signed postal voting form and, where applicable, relevant authorization documents, must be sent to the company by post to Sveavägen 166, SE-113 46 Stockholm, Sweden, marked "Extraordinary General Meeting", or by e-mail to [email protected]. The documents must be received by the company no later than 26 September 2022. Further instructions and conditions can be found in the postal voting form.

Proposed agenda

1. Opening of the general meeting.
2. Election of Chairman of the general meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of keeper of minutes and one or two persons who beside the Chairman shall attest the minutes.
6. Determination of whether the general meeting has been duly convened.
7. Resolution on approval of the acquisition of all shares in Multiverse ApS.
8. Resolution on issue of shares with payment in kind.
9. Election of Board member.
10. Closing of the general meeting.

Proposed resolutions

Item 2 - Election of Chairman of the general meeting

The Board of Directors proposes that the Chairman of the Board Örjan Frid is elected Chairman of the general meeting.

Item 3 - Preparation and approval of the voting list

The voting list proposed for approval under item 3 on the proposed agenda is the voting list prepared by the Chairman, based on the general meeting's share register, notified and present shareholders at the general meeting and received postal votes.

Item 7 - Resolution on approval of the acquisition of all shares in Multiverse ApS

On 12 September 2022, Adventure Box disclosed that the company has entered into a share purchase agreement regarding acquisition of all shares in the Danish company Multiverse ApS, Reg. No. 33384807, through a non-cash issue (the "Transaction"). The Transaction is, among other things, subject to the approval of an Extraordinary General Meeting in Adventure Box. Further information regarding the Transaction is available in the press release from 12 September 2022 on the company's website, corp.adventurebox.com.

The purchase price agreed between the parties in the Transaction amounts to SEK 16,275,260.88 and shall be paid in the form of 15,069,686 newly issued shares in Adventure Box. Provided that the Extraordinary General Meeting approves the Transaction, closing is expected to take place no earlier than 7 October 2022. The Board of Directors proposes that the general meeting resolves to approve the Transaction in accordance with the main terms above.

This resolution is conditional on the general meeting resolving in accordance with items 8 and 9 on the agenda.

Item 8 - Resolution on issue of shares with payment in kind

The Board of Directors proposes that the general meeting resolves on a new issue of a maximum of 15,069,686 shares, entailing an increase in the share capital by a maximum of SEK 1,506,968.6. The following conditions shall further apply for the resolution.

1. The right to subscribe for the new shares shall only accrue to the shareholders in Multiverse ApS, Reg. No. 33384807 ("Multiverse"), with the right and obligation to pay for the new shares with contribution in kind in the form of all shares in Multiverse.
2. Subscription of the new shares shall be made on a special subscription list no later than 7 October 2022. The Board has the right to extend the subscription period.
3. Payment for the new shares shall be made by payment in kind in connection with the subscription by way of the subscriber adding the asset in kind (i.e. all the shares in Multiverse). The value of the asset in kind has been determined through the Board's own assessment of Multiverse and its operations, position, results and future earning capacity. A total of SEK 16,275,260.88 shall be paid for the subscribed shares. The part of the subscription price paid that exceeds the quota value shall be added to the non-restricted share premium reserve.
4. The new shares shall entail the right to dividend for the first time on the record date for dividends that occurs after the share issue has been registered with the Swedish Companies Registration Office and the new shares have been entered in the share register kept by Euroclear Sweden AB.
5. The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make the minor adjustments as may be required in connection with registration with the Swedish Companies Registration Office and/or Euroclear Sweden AB.

This resolution is conditional on the general meeting resolving in accordance with items 7 and 9 on the agenda.

Item 9 - Election of Board member

Shareholders representing approximately 18 percent of the number of shares and votes in Adventure Box, proposes that the number of Board members shall be six (6) and that Jakob Sillesen is elected member of the Board of Directors for the period until the end of the next Annual General Meeting.

If the general meeting resolves in accordance with the proposal, the Board of Directors will, until the end of the next Annual General Meeting, consist of Örjan Frid (Chairman), Staffan Eklöw, Claes Kalborg, Jason Williams, Rikard Herlitz and Jakob Sillesen. Information about Jakob Sillesen follows below.

Jakob Sillesen

Born: 1972.

Education/background: M.Sc. Physics from the Niels Bohr Institute at University of Copenhagen.

Other ongoing assignments: Working Chairman of the Board of Multiverse ApS and Managing partner of Aiomic ApS.

Previous assignments: Technical Lead roles at Microsoft, Flashbulb games ApS, Deadline Games ApS and Coop.

Holding in the company after the Transaction: 4,023,606 shares (indirectly through the wholly-owned company Assimulo II ApS).

Independence: Jakob Sillesen is dependent in relation to the company and its management and dependent in relation to major shareholders of the company. The assessment of independence relates to the circumstances following completion of the acquisition and the issue of shares with payment in kind in accordance with items 7 and 8 on the agenda.

This resolution is conditional on the general meeting resolving in accordance with items 7 and 8 on the agenda. The resolution is proposed to enter into force when the resolution on issue of shares with payment in kind in accordance with item 8 on the agenda has been registered with the Swedish Companies Registration Office, but no later than six months after the date of the resolution. Until then, the Board of Directors will remain in its current composition. In the event that the condition above is not met, the Board of Directors shall remain in its current composition.

Other information

Majority requirements

Resolution in accordance with the proposal under item 8 above presupposes that the resolution is supported by at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.

Number of shares and votes in the company

At the time of issue of this notice, the number of shares in Adventure Box, as well as the total number of votes, amount to 15,069,686. Adventure Box holds no treasury shares.

Shareholders' right to receive information

In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the CEO 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 general meeting about circumstances that may affect the evaluation of an item on the agenda.

Available documents

Proxy form, postal voting form and reports from the Board of Directors and accompanying auditor's statements will be available from the company no later than two weeks prior to the general meeting. Copies of the said documents will also be sent to shareholders who request so and who provide their postal address. The documents will also be available on the company's website, corp.adventurebox.com.

Processing of personal data

For information regarding the processing of your personal data, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

____________

Adventure Box Technology AB (publ)

Stockholm in September 2022

The Board of Directors

FOR MORE INFORMATION CONTACT:

Rickard Riblom, CEO Adventure Box, +46 (0)70 444 24 79,
[email protected], corp.adventurebox.com

The following documents can be retrieved from beQuoted
Notice-of-Extraordinary-General-Meeting-Project-KOG.pdf

ABOUT ADVENTURE BOX TECHNOLOGY AB

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