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

Right to attend

In order to attend the Annual General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 8 May 2023. Further, shareholders who wish to participate in the Annual General Meeting shall give notice of participation to the company no later than 10 May 2023. Notice of participation can be made:

• by mail: Adventure Box Technology AB (publ), Sveavägen 166, 113 46 Stockholm, Sweden, or
• by e-mail: [email protected].

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

Nominee-registered shares

To be entitled to attend the Annual General Meeting, a shareholder whose shares are nominee-registered shall, in addition to giving notice of participation in the Annual 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 8 May 2023. 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 8 May 2023 are taken into account in the presentation of the share register.

Proxy and proxy form

If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the proxy. The power of attorney must not have been issued more than one year before the date of the Annual 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 authorized representative, should reach the company at the above address no later than 10 May 2023.

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

Proposed agenda

1. Opening of the Annual General Meeting.
2. Election of Chairman of the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Determination as to whether the Annual General Meeting has been duly convened.
6. Election of one or two persons to verify the minutes in addition to the Chairman.
7. Presentation of the annual report and the auditor's report, as well as the consolidated financial statements and the consolidated auditor's report.
8. Resolution on
   • adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet,
   • dispositions in respect of the company's result pursuant to the adopted balance sheet, and
   • discharge from liability for the members of the Board of Directors and the Chief Executive Officer.
9. Determination of the number of members of the Board of Directors as well as auditors and deputy auditors.
10. Determination of fees to the members of the Board of Directors and the auditors.
11. Election of members of the Board of Directors as well as auditors and deputy auditors.
12. Resolution on authorization for the Board of Directors to issue shares, warrants and/or convertible instruments.
13. Closing of the Annual General Meeting.

Proposed resolutions

Item 2 - Election of Chairman of the Annual General Meeting

The Nomination Committee proposes that Örjan Frid, or the person appointed by the Board of Directors in the event of his impediment, be elected Chairman of the Annual General Meeting.

Item 8 b - Resolution on dispositions in respect of the company's result pursuant to the adopted balance sheet

The Board of Directors proposes that no dividend is paid and that available profits are carried forward.

Item 9 - Determination of the number of members of the Board of Directors as well as auditors and deputy auditors

The Nomination Committee proposes that the number of members of the Board of for the period until the end of the next Annual General Meeting shall be five (5) members, without deputies. The Nomination Committee further proposes that one registered accounting firm be elected as auditor, without deputies.

Item 10 - Determination of fees to the members of the Board of Directors and the auditors

The Nomination Committee proposes that the fees to the members of the Board of Directors shall be SEK 150,000 (150,000) to the Chairman of the Board and SEK 75,000 (75,000) to each of the other Board members elected by the Annual General Meeting who are not employed by the company. Fee for 2022 is stated in parentheses.

The Nomination Committee further proposes that the auditor's fees shall be paid as per approved invoice.

Item 11 - Election of members of the Board of Directors as well as auditors and deputy auditors

The Nomination Committee proposes re-election of the Board members Örjan Frid, Staffan Eklöw, Rikard Herlitz, Claes Kalborg and Jason Williams for the period until the end of the next Annual General Meeting. Jakob Sillesen has declined re-election. The Nomination Committee proposes re-election of Örjan Frid as Chairman of the Board.

Information on all proposed members is available at the company's website, corp.adventurebox.com.

The Nomination Committee further proposes re-election of the registered accounting firm Grant Thornton Sweden AB as the company's auditor for the period until the end of the next Annual General Meeting. Grant Thornton Sweden AB has informed that the Authorized Public Accountant Mattias Kjellman will continue to be appointed auditor in charge, should Grant Thornton Sweden AB be elected as auditor.

Item 12 - Resolution on authorization for the Board of Directors to issue shares, warrants and/or convertible instruments

The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders' preferential rights. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.

The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is to increase the company's financial flexibility and the Board's room for maneuver, in a time- and cost-effective manner be able to supply the company with new capital and/or new shareholders of strategic importance for the company, and enable the company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing shares as payment in connection with agreements on acquisitions, or to raise capital for such acquisitions. Issues made with deviation from the shareholders' preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable. If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue as described above, the issue may be done at a subscription price equal to the quota value of the share.

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

Other information

Nomination Committee

Prior to the Annual General Meeting, the company's Nomination Committee has consisted of Michal Bendtsen, Jakob Sillesen and Christian Fehrenkamp Rask Larsen.

Majority requirements

Resolution pursuant to item 12 is valid only when supported by shareholders representing no less than two thirds (2/3) of both the votes cast and the shares represented at the Annual General Meeting.

Number of shares and votes in the company

At the time of issuance of this notice, the total number of shares in the company as well as the total number of voting rights, amounts to 30,139,372. The company holds no treasury shares.

Shareholders' right to receive information

The Board of Directors and the Chief Executive Officer 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 Annual General Meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the evaluation of the company's or subsidiaries' financial position and the company's relation to other group companies.

Available documents

The Nomination Committee's and the Board of Directors' complete proposals are set out in this notice, which is available from the company and on its website stated below.

Accounting documents and auditor's report will be available from the company no later than three weeks prior to the Annual General Meeting. The documents will also be available on the company's website, corp.adventurebox.com.

Copies of the above documents are also sent to the shareholders who so request and provide their postal address. The documents will also be presented at the Annual General Meeting.

Information on all proposed members of the Board of Directors is available on the company's website, corp.adventurebox.com.

Processing of personal data

For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

____________

Stockholm in April 2023

Adventure Box Technology AB (publ)

The Board of Directors

FOR MORE INFORMATION CONTACT:

Michal Bendtsen, CEO Adventure Box, +45 (0)26 355 377,
[email protected], corp.adventurebox.com

The following documents can be retrieved from beQuoted
Press-release-Notice-AGM-2023.pdf

ABOUT ADVENTURE BOX TECHNOLOGY AB

If you want to open the text in your webbrowser click here
______________________________________________________
This information was sent by beQuoted
If you want more information, please go to www.beQuoted.com
To change your subscription, please inform [email protected]

beQuoted Press är en service till Dig som är intresserad av finansiell information. Med beQuoted Press underlättas företagens finansiella kommunikation till Dig och till nyhetsbyråer, aktieägare, placeringsrådgivare och andra intressenter på aktiemarknaden.

Vi hoppas att Du uppskattar denna service.