The shareholders of Maximum Entertainment AB, reg.no 556778-7691, with its registered office in Stockholm, (the "Company"), are hereby convened to the extraordinary general meeting on Wednesday 25 October 2023 at 13:00 at Convendum, Kungsgatan 9, 111 43, Stockholm, Sweden. Registration begins at 12:30.
RIGHT TO PARTICIPATE AND REGISTRATION
Shareholders who wish to attend the extraordinary general meeting shall
- be entered in the share register maintained by Euroclear Sweden AB on Tuesday 17 October 2023, and
- notify the Company of their attendance at the extraordinary general meeting by Thursday 19 October 2023 at the latest, by post to Kungsgatan 9, 111 43 Stockholm, or by e-mail to ir@maximument.com. In the notification, the shareholder must state his/her name, personal or registration number, address, telephone number and, if applicable, the name of an assistant (maximum 2). When applicable, complete authorization documents, such as powers of attorney for representatives, registration certificates or corresponding documents, shall be appended to the notification.
INFORMATION ON POSTAL VOTING
The Company has, relying on § 10 in the Articles of Association, resolved that shareholders, prior to the extraordinary general meeting, shall be able to exercise their voting right by postal voting. A special form shall be used when voting by postal voting. The form for postal voting will be available on the Company's website (www.maximument.com) no later than three weeks before the extraordinary general meeting. The complete form must be received by the Company no later than Thursday 19 October 2023. Further instructions can be found in the form. Please note that registration of shares in your own name (if the shares are nominee-registered) and notification to the meeting must have been made even if the shareholder chooses to vote by post or by proxy.
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 extraordinary general meeting. Such registration may be temporary (so-called voting registration) and is requested from the trustee in accordance with the trustee's procedures. Registrations of voting rights made (registered with Euroclear Sweden AB) no later than Thursday 19 October 2023 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 person, a copy of the certificate of registration or equivalent of the legal person must be attached. The original proxy and any certificate of registration should be sent to the Company in good time before the extraordinary general meeting. The proxy form will be available on the Company's website (www.maximument.com) at least three weeks before the extraordinary general meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination whether the meeting has been duly convened
- Approval of the agenda
- Resolution to approve the board of directors resolution to issue new shares to the sellers of Dimfrost Studio
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 2 – Election of the chairman of the meeting
The board of directors proposes that Stefan Lindeberg is elected as chairman at the meeting.
Item 7 – Resolution to approve the board of directors resolution to issue new shares to the sellers of Dimfrost Studio
The board of directors proposes that the extraordinary general meeting resolves to approve the board of directors’ resolution from 26 September 2023 on a directed share issue of 110,508 B shares, entailing an increase in the share capital of not more than SEK 11,050.80. The resolution shall otherwise be governed by the following terms and conditions.
- The right to subscribe for the new B shares shall, with deviation from the shareholders pre-emption rights, only be granted to Ellinor Morén and Mikael Lindhe. The reason for the deviation from the shareholders' pre-emption rights is to fulfill the Company's obligations in the share purchase agreement for the acquisition of Dimfrost Studio AB.
- The subscription for B shares shall be made on a subscription list no later than 27 October 2023. However, the board of directors shall be entitled to extend the subscription period.
- The payment for all B shares shall be SEK 607,794, thus corresponding to a subscription price of SEK 5.5 per B share. The subscription price corresponds to the volume weighted average price of the shares of the Company at Nasdaq First North during the fifteen (15) trading day period preceding the date of the share issue resolution. Payment shall be made by way of set-off against a claim.
- The new B shares shall entitle to dividends from and including the first record day for dividends following the registration of the new B shares by the Swedish Companies Registration Office and registration in the shareholders’ ledger maintained by Euroclear Sweden AB.
- The board of directors or a person appointed by the board of directors shall be authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration of the directed share issue.
Special majority requirements
A resolution under item 7 requires for its validity that the proposal is supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.
OTHER INFORMATION
Shareholders' right to obtain information
Shareholders are reminded of their right to, at the extraordinary general meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Maximum Entertainment AB, Kungsgatan 9, SE-111 43 Stockholm, Sweden or via e-mail to ir@maximument.com.
Processing of personal data
For information on how your personal data is processed in connection with the extraordinary general meeting, please refer to the privacy policy on the Euroclear AB website,
https://www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf.
Documents
Relevant documentation will be held available at the Company’s office at Kungsgatan 9, SE-111 43 Stockholm, Sweden, and at the Company´s website, www.maximument.com, no later than three weeks before the extraordinary general meeting. Copies of the documents will be sent to shareholders who so request and who inform the Company of their postal 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 September 2023
Maximum Entertainment AB
Board of Directors