The shareholders of Maximum Entertainment AB, reg. no. 556778–7691 (the “Company”), are hereby given notice of the annual general meeting to be held on 16 July 2026 at 10.00 CEST at the premises of Eversheds Sutherland Advokatbyrå, Sveavägen 20, 111 57 Stockholm, Sweden. Registration commences at 09.45 CEST.
RIGHT TO PARTICIPATE AND NOTIFICATION
Shareholders who wish to participate in the annual general meeting shall
- be entered in the register of shareholders maintained by Euroclear Sweden AB on 8 July 2026, and
- notify the Company of their intention to participate in the annual general meeting no later than 10 July 2026 by e-mail to [email protected]. The notification should include the shareholder’s full name, personal identity number or corporate registration number, shareholding, address, daytime telephone number, and, where applicable, details of any representatives or assistants (no more than two). Where applicable, the notification should be accompanied by powers of attorney, certificates of registration and other authorisation documents.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee through a bank or other securities institution must re-register their shares in their own name in order to be entitled to participate in the annual general meeting. Such re-registration may be temporary (known as voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures. Voting rights registrations completed (registered with Euroclear Sweden AB) no later than 10 July 2026 will be taken into account in the preparation of the register of shareholders.
PROXIES ETC.
Shareholders represented by proxy shall issue a written power of attorney, signed and dated by the shareholder. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is specified, the power of attorney shall be valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent document for the legal entity shall be enclosed. The original power of attorney and, where applicable, the certificate of registration should be submitted to the Company in good time before the meeting. A proxy form will be available on the Company’s website (www.maximument.com) no later than three weeks before the meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the consolidated auditor’s report
- Resolutions regarding:
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- allocation of the Company’s profit or loss in accordance with the adopted balance sheet
- discharge from liability for the members of the board of directors and the chief executive officer
- Election of members of the board of directors, chair of the board and auditor
- Determination of fees for the board of directors and auditors
- Resolution on dissolution of the nomination committee
- Resolution on amendment of the articles of association
- Resolution on authorisation for the board of directors to resolve on new issues of shares, warrants and/or convertibles
- Special authorisation for the board of directors to make minor adjustments to the resolutions passed at the meeting
- Closing of the meeting
PROPOSALS FOR RESOLUTIONS
Item 2 – Election of chair of the meeting
The nomination committee has not submitted proposals under this item in time for inclusion in the notice but has informed the board of directors that its proposals will be presented well in advance of the meeting. The proposals will be made available on the Company’s website, www.maximument.com.
Item 8b – Resolution on allocation of profit or loss in accordance with the adopted balance sheet
The board of directors proposes that no dividend be paid and that all funds at the disposal of the annual general meeting be carried forward.
Item 9 – Election of members of the board of directors, chair of the board and auditor
The nomination committee has not submitted proposals under this item in time for inclusion in the notice but has informed the board of directors that its proposals will be presented well in advance of the meeting. The proposals will be made available on the Company’s website, www.maximument.com.
Item 10 – Determination of fees for the board of directors and auditors
The nomination committee has not submitted proposals under this item in time for inclusion in the notice but has informed the board of directors that its proposals will be presented well in advance of the meeting. The proposals will be made available on the Company’s website, www.maximument.com.
Item 11 – Resolution on dissolution of the nomination committee
The board of directors proposes that the annual general meeting resolves to dissolve the nomination committee. The background to the proposal is that the Company is not required to comply with the Swedish Corporate Governance Code and, consequently, is not required to maintain a nomination committee. In light of the size of the Company and the current ownership structure following the public takeover offer from Olivine Holdings, LLC., the board of directors has concluded that it is justified to propose the discontinuation of the nomination committee.
Item 12 – Resolution on amendment of the articles of association
In view of the Company’s registered share capital and number of shares, the Company’s majority shareholder, Olivine Holdings, LLC., proposes that the provisions of the articles of association regarding share capital and number of shares be amended as follows.
| Current wording | Proposed wording |
| § 4 Share capitalThe share capital of the company shall amount to not less than SEK 1,800,000 and not more than SEK 7,200,000. […] | § 4 Share capitalThe share capital of the company shall amount to not less than SEK 5,100,000 and not more than SEK 20,400,000. […] |
| § 5 Number of sharesThe number of shares shall be not less than 18,000,000 and not more than 72,000,000. | § 5 Number of sharesThe number of shares shall be not less than 51,000,000 and not more than 204,000,000. |
| § 12 Voting rightsThe shares may be issued in two classes, class A shares up to a maximum of 2,000,000 and class B shares up to a maximum of 70,000,000. Each class A share carries ten (10) votes and each class B share carries one (1) vote. | § 12 Voting rightsThe shares may be issued in two classes, class A and class B. Shares of each class may be issued up to a number corresponding to the total number of shares that may be issued in the company pursuant to these articles of association. Each class A share carries ten (10) votes and each class B share carries one (1) vote. |
A resolution pursuant to this item requires the approval of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Item 13 – Resolution on authorisation for the board of directors to resolve on new issues of shares, warrants and/or convertibles
The Company’s majority shareholder, Olivine Holdings, LLC., proposes that the annual general meeting authorise the board of directors, on one or more occasions during the period until the next annual general meeting, to resolve to increase the Company’s share capital within the limits of the share capital and number of shares permitted under the articles of association in force from time to time. The authorisation may be used to issue shares, warrants and/or convertible instruments. If the board of directors exercises the authorisation, the issues may also be made with deviation from the shareholders’ preferential rights and/or with provisions for payment in kind or by way of set-off. Pursuant to Chapter 16 of the Swedish Companies Act, the board of directors may not, by virtue of this authorisation, resolve on issues to directors of the group, employees, etc.
Issues pursuant to this authorisation shall be made on market terms. The board of directors shall be entitled to determine the other terms and conditions of issues under this authorisation and who shall be entitled to subscribe for the securities issued. The reason the board of directors should be able to resolve on issues with deviation from the shareholders’ preferential rights and/or with provisions for payment in kind or by way of set-off is to enable the Company to raise capital, carry out strategically motivated partnerships or acquisitions and/or to facilitate issues aimed at strengthening the Company’s financial position.
The Company’s chief executive officer, or any other person appointed by the board of directors, is proposed to be authorised to make such minor adjustments to this resolution as may be necessary in connection with registration with the Swedish Companies Registration Office and with Euroclear Sweden AB.
A resolution pursuant to this item requires the approval of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Item 14 – Special authorisation for the board of directors to make minor adjustments to the resolutions passed at the meeting
The board of directors proposes that the annual general meeting authorise the board of directors, the chief executive officer, or any other person appointed by the board of directors, to make such minor adjustments and clarifications to the resolutions passed at the meeting as may be necessary for the registration of the resolutions.
OTHER MATTERS
Right to request information
Shareholders are, pursuant to Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen), entitled 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 the financial situation of the Company. The board of directors and the chief executive officer shall provide such information where, in the opinion of the board of directors, this can be done without material harm to the Company.
Processing of personal data
The personal data collected from the register of shareholders maintained by Euroclear Sweden AB, notifications received, and information on proxies and assistants will be used for registration, preparation of the voting list for the annual general meeting and, where applicable, the minutes of the meeting. For further information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents
The annual accounts together with the accompanying auditor’s report will be available at the Company’s premises and on the Company’s website, www.maximument.com, for a minimum of three weeks prior to the annual general meeting. The board of directors’ complete proposals for resolutions and other requisite documents will be available to shareholders at the Company’s premises 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.
Number of shares and votes
At the time of issue of this notice, the total number of shares in the Company amounts to 51,110,152, divided into 2,000,000 class A shares and 49,110,152 class B shares. The total number of votes in the Company amounts to 69,110,152, divided into 20,000,000 votes for class A shares and 49,110,152 votes for class B shares. The Company holds no shares of its own.
______________________________
Stockholm, June 2026
Maximum Entertainment AB
The board of directors
For more information, please contact:
Jan Benjaminson, Chairman of the Board
E-mail: [email protected] | Tel: +46 70 666 93 88
Philippe Cohen, CEO
E-mail: [email protected] | Tel: +46 8 490 094 98
For more information regarding the company and investments, please contact [email protected].
Certified Adviser
Augment Partners AB, [email protected], tel +46 (0) 8 604 22 55, is Maximum Entertainment AB’s Certified Adviser.
About Maximum Entertainment
Maximum Entertainment is a global entertainment company dedicated to crafting indie to AA video game experiences through original content and licensed partnerships. A fully integrated group with a broad portfolio of content, the company emphasizes collaboration and inclusivity in its partnerships to produce the highest level of interactive entertainment. With more than 300 titles in its catalog, Maximum Entertainment has joined forces with talented creators and renowned franchises around the globe to deliver magic to the gamer in everyone. Maximum Entertainment employs experienced professionals across the entire value chain of video games including development, publishing, transmedia, sales, and operations. Visit Maximum Entertainment at www.maximument.com.
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NOTICE OF ANNUAL GENERAL MEETING OF MAXIMUM ENTERTAINMENT AB
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