Notice To Attend the Annual General Meeting in Maximum Entertainment AB

The shareholders of Maximum Entertainment AB, reg.no 556778-7691 (the "Company"), are hereby invited to the annual general meeting on 11 June 2025 10.00 CEST at the premises of Eversheds Sutherland Advokatbyrå, Sveavägen 20, 111 57, Stockholm, Sweden. Registration begins at 09.45 CEST.

ELIGIBILITY AND REGISTRATION

Shareholders who wish to attend the general meeting shall

  • be entered in the share register maintained by Euroclear Sweden AB on 2 June 2025, and;
  • notify the Company of their attendance at the general meeting by 4 June 2025 at the latest, by e-mail to ir@maximument.com. In the notification, the shareholder must state his/her name, personal or registration number, address, and telephone number and, if applicable, the name of an assistant (maximum 2).

NOMINEE REGISTERED SHARES

Shareholders who have had their shares registered by a nominee through a bank or investment institution must have their shares registered in their own name in order to be entitled to attend the general meeting. Such registration may be temporary (so-called voting registration) and is requested from the nominee in accordance with the nomiee's procedures. Registrations of voting rights made (registered with Euroclear Sweden AB) no later than 4 June 2025 will be taken into account in the preparation of the share register.

PROXY

Shareholders represented by proxy must issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the proxy may not exceed five years if specifically stated. If no period of validity is indicated, the proxy shall be valid for a maximum of one year. If the proxy is issued by a legal entity, a copy of the certificate of registration or equivalent of the legal entity must be attached. A copy of the power of attorney and any registration certificate should be sent by letter or e-mail to the Company at the above address in good time before the meeting. Furthermore, the original power of attorney must be brought to the meeting. A proxy form will be available on the Company's website (www.maximument.com) at least three weeks before the general meeting.

PROPOSED AGENDA

1. Opening of the meeting
2. Election of the chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Determination whether the meeting has been duly convened
6. Approval of the agenda
7. Presentation of the special examiner’s statement
8. Presentation of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report on the consolidated financial statements
9. Resolution on:
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
b) allocation of the Company’s profit or loss according to the adopted balance sheet
c) discharge from liability for the members of the board of directors and the CEO
10. Election of the board of directors, chairman of the board of directors and auditor
11. Determination of the remuneration to the board of directors and auditors
12. Proposal for guidelines for the composition of the nomination committee and instructions to the nomination committee
13. Resolution to authorise the board of directors to make minor adjustments to the resolutions passed at the general meeting
14. Closure of the meeting

PROPOSED RESOLUTIONS

Item 2 – Election of the chairman of the meeting

The board of directors proposes that lawyer Mark Falkner (Eversheds Sutherland), is elected as chairman at the meeting.

Item 7 – Presentation of the special examiner’s statement

The shareholders Game Fund Partners SPV 3 LLC, Knutsson Holdings AB, David Wallsten, Viktor Vallin, Patrik Bloch and Allscope AB presented a proposal on special examination to the extraordinary general meeting on 9 September 2024. The scope of the examination is included in the press release from the extraordinary general meeting on 9 September 2024. Lawyer Tomas Rudenstam was appointed as special examiner.

The statement from the special examiner will be presented at the annual general meeting. A summary of the statement will be given by the special examiner at the annual general meeting and shareholders will be given the opportunity to ask questions to the special examiner.

Item 9b – Resolution on allocation of the Company’s profit or loss according to the adopted balance sheet

The board of directors proposes that no dividend is paid and that the financial result for the year is carried forward.

Item 10 – Election of the board of directors, chairman of the board of directors and auditor

The Nomination Committee proposes that the Board of Directors, for the period until the next annual general meeting, shall consist of four (4) members without deputies. The ordinary members Bart Reefman, Torgny Hellström, Bob Blake, and Jan Benjaminsson are proposed for re-election. Torgny Hellström is proposed to be re-elected as Chairman of the Board for the period until the end of the next annual general meeting.

The Nomination Committee proposes that the registered auditing firm Öhrlings PricewaterhouseCoopers AB (“PwC”) be re-elected as the Company's auditor for the period until the end of the next annual general meeting. PwC has announced that Nicklas Renström will be appointed as the principal auditor in the event that PwC is re-elected.

Item 11 – Determination of remuneration to the board of directors and auditors

The Nomination Committee proposes that remuneration for Board members for the period until the end of the next annual general meeting shall be SEK 295,000 for each of the ordinary Board members. It is also proposed that remuneration for the Chairman of the Board for the period until the end of the next annual general meeting shall be SEK 725,000. No remuneration shall be paid to Board members who are also employees of the Company.

The Nomination Committee proposes that an Audit Committee consisting of two members be established. The Chairman of the Committee is proposed to receive a fee of SEK 115,000 for the period until the end of the next annual general meeting, and members are proposed to receive a fee of SEK 30,000 for the period until the end of the next annual general meeting.

It is also proposed that the Company's auditor be paid fees in accordance with current invoices approved by the Board of Directors.

Item 12 – Proposal for guidelines for the composition of the nomination committee and instructions to the nomination committee

Maximum Entertainment shall have a nomination committee, in accordance with the rules in the Swedish Corporate Governance Code. The Nomination Committee shall consist of representatives of the four (4) largest shareholders in terms of shares as of the 30 September. In the event that one of the four (4) largest shareholders waives its right to appoint a representative, the next shareholder in in terms of shares must be given the opportunity to appoint a member, however, no more than ten shareholders need to be asked if the nomination committee consists of at least three members appointed by major shareholders.

The chairman of the board is an adjunct member of the nomination committee and convenes the nomination committee by contacting the four shareholders with largest shareholders in terms of shares on the basis of the company's list of registered shareholders as of the last banking day in August, provided by Euroclear. Before a person is nominated as a member of the selection committee, careful consideration must be given to whether there is any non-essential conflict of interest. If this is the case, the person concerned shall not be nominated. The shareholder who is not registered in Euroclear, and who wishes to be represented in the nomination committee, must report this to the chairman of the board no later than September 1 and prove ownership. When assessing who constitutes the four largest shareholders in terms of shares, a group of shareholders shall be considered to constitute an owner if they (i) have been grouped as owners in the Euroclear system or (ii) published and notified the company in writing that they have reached a written agreement that through the coordinated exercise of the right to vote take a long-term common stance regarding the company's management.

The chairman of the nomination committee is decided within the nomination committee by it’s members. This is done in the first meeting called by chairman of the board. Proposals to be deemed valid, the proposal needs to be approved by at least 3 (of 4) members of the nomination committee.
The names of the members and the names of the shareholders who appointed them, as well as how the nomination committee can be contacted, must be made public as soon as the nomination committee is appointed, which must take place no later than six months before the annual general meeting. The nomination committee's term of office extends until a new nomination committee is appointed. Fees shall not be paid to members of the election committee. The company must, however, be responsible for reasonable costs associated with the nomination committee's fulfillment of the assignment.

The nomination committee's task shall be to present proposals regarding the number of board members to be elected by the general meeting, board fees including committee fees, composition of the board, chairman of the board, chairman of the annual general meeting, election of auditors and auditor's fees, and, where applicable, proposals on the amendment of this instruction on how the nomination committee is to be appointed and otherwise what appears at any time from the Swedish code for corporate governance. Shareholders who have appointed a member of the nomination committee have the right to dismiss such member and appoint a new member of the nomination committee. In the event that a significant change in the ownership structure occurs, the composition of the nomination committee must also be changed accordingly. If the change takes place later than two months before the annual general meeting, the nomination committee can instead decide to co-opt a member appointed by the new major owner. Changes in the composition of the election committee must be announced as soon as they have taken place.

Item 13 – Resolution to authorise the board of directors to make minor adjustments to the resolutions passed at the general meeting

The board of directors proposes that the general meeting authorises the board of directors, the CEO, or the person otherwise appointed by the board of directors to make such minor adjustments and clarifications of the resolutions passed at the general meeting to the extent required for registration of the resolutions.

OTHER INFORMATION

Shareholders' right to receive information

Shareholders have the right under Chapter 7, Section 32 of the Companies Act to request information from the board of directors and the chief executive officer regarding circumstances that may affect the assessment of an item on the agenda or of the Company's financial situation. The board of directors and the chief executive officer shall disclose such information if the board of directors considers that this can be done without material harm to the Company.

Processing of personal data

For information on how your personal data is processed in connection with the General Meeting, please refer to the privacy policy on the Euroclear AB website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Documents

The accounting documents with accompanying audit report and the special examiner’s statement will be available at the Company’s office and on the Company's website, www.maximument.com, for at least three weeks before the annual general meeting. The board of directors' complete proposals for resolutions and other required documents will be made available to shareholders at the Company’s office no later than three weeks before the meeting and will be sent free of charge to shareholders who so request and provide their postal address or e-mail address. Copies of the said documents will also be sent to shareholders who so request and state their postal address or e-mail address.

Number of shares and votes

At the time of issuance of this notice, the total number of shares in the Company is 51,110,152, consisting of 2,000,000 shares of series A and 49,110,152 shares of series B. The number of votes in the Company amounts to 69,110,152, with 20,000,000 votes from shares of series A and 49,110,152 votes from shares of series B. The Company does not hold any own shares.

_____________________________

Stockholm in May 2025
Maximum Entertainment AB
Board of Directors

NEWSLETTER SIGN-UP

Get information on new releases and latest news in your inbox!

By filling in this form, you agree to receive information about the offers, news and events of MAXIMUM ENTERTAINMENT by e-mail or text messages. For more information please refer to our Privacy Policy.

LET'S GET SOCIAL!

Follow Us