Annons
Beyond Frames
12 november 2026 kl. 07:00(CISION)

Summon of Extraordinary General Meeting in Beyond Frames Entertainment AB (publ)

The shareholders of Beyond Frames Entertainment AB (publ), Reg. No. 559058-8322 (the “Company” or “Beyond”), are hereby invited to attend the Extraordinary General Meeting to be held on Thursday, 10 December 2026, at 10:00 a.m. at the Company’s premises at Bondegatan 21, SE-116 33 Stockholm, Sweden. Registration begins at 9:30 a.m.

Right to attend and notification

Shareholders who wish to attend the General Meeting must (i) be registered in the share register maintained by Euroclear Nordics AB on the record date, 2 December 2026, and (ii) notify the Company of their intention to attend no later than 4 December 2026.

Notification shall be made by e-mail to ir@beyondframes.com. The notification must state the shareholder’s name, personal or corporate identity number, address and telephone number, the number of shares represented and, where applicable, the names of any assistants, proxies or representatives.

Trustee-registered shares

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the Meeting, have their shares registered in their own name through the nominee so that they are recorded in the share register maintained by Euroclear Nordics AB on the record date, 2 December 2026. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the nominee’s procedures, request that the nominee carries out such voting rights registration. Voting rights registrations requested in such time that the registration has been completed by the nominee no later than 4 December 2026 will be taken into account in the preparation of the share register.

Agent

Shareholders who are to be represented by proxy must issue a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a certified copy of the entity’s current certificate of registration (or equivalent authorisation document for a foreign legal entity) must be attached. A proxy form is available on the Company’s website, www.beyondframes.com. To facilitate registration at the Meeting, the power of attorney and authorisation documents should be received by the Company at the above address well in advance of the Meeting.

Proposed agenda

  1. Opening of the Meeting and election of chairman of the Meeting.
  2. Preparation and approval of the voting list.
  3. Approval of the agenda.
  4. Election of one or two persons to verify the minutes.
  5. Determination of whether the Meeting has been duly convened.
  6. Resolution on approval of the acquisition of Corvenia AB.
  7. Resolution on amendment of the articles of association.
  8. Resolution on authorisation for the board of directors to resolve on the issue of shares.
  9. Resolution on authorisation for the board of directors to resolve on the issue of shares to the sellers of Corvenia AB.
  10. Resolution on amendment of the articles of association.
  11. Election of the board of directors and resolution on board fees.
  12. Closing of the Meeting.

Proposed resolutions

Item 6: Resolution on approval of the acquisition of Corvenia AB

The board of directors proposes that the Meeting resolves to approve the acquisition of all shares in Corvenia AB in accordance with the share purchase agreement entered into by the Company on 30 October 2026.

Background

On 30 October 2026, Beyond entered into a share purchase agreement (the “Agreement”) with the shareholders of Corvenia AB, Reg. No. 559579-8090 (“Corvenia”), and Corvenia, regarding the acquisition of all shares in Corvenia (the “Transaction”). Corvenia develops and provides, directly and through its wholly owned Norwegian subsidiary Corvenia AS, an AI-driven platform for consolidated financial insight in groups with multiple companies and business systems.

The purchase price is paid exclusively in newly issued shares in Beyond (the “Consideration Shares”). No cash consideration, additional purchase price or earn-out is payable. The exchange ratio means that, following the Transaction, Corvenia’s shareholders will together hold approximately 75 percent and Beyond’s current shareholders approximately 25 percent of the shares in Beyond, calculated on the number of shares in Beyond after the new share issue completed on 17 September 2026 and before any issues that, under the Agreement, dilute both sides proportionally.

Completion of the Transaction is conditional upon, among other things, (i) shareholders who together hold more than 90 percent of the shares in Corvenia having acceded to the Agreement, (ii) Spotlight approving the continued admission to trading of the Company’s shares following its review of the Transaction as a reverse acquisition, and (ii) other customary conditions under the Agreement.

Item 7: Amendment of the articles of association

In order to achieve appropriate limits for the number of shares and the share capital following the issue of the Consideration Shares, the board of directors proposes that the Meeting resolves to amend sections 4 and 5 of the articles of association as follows.

Proposed wording of section 4:

The share capital shall be not less than SEK 5,500,000 and not more than SEK 22,000,000.

Proposed wording of section 5:

The number of shares shall be not less than 110,000,000 and not more than 440,000,000.

The resolution under this item 7 is conditional upon, and shall be registered with the Swedish Companies Registration Office after, the Company having resolved on the issue of the Consideration Shares to the sellers of Corvenia AB, in accordance with the share purchase agreement entered into by the Company on 30 October 2026.

Majority requirement

For a valid resolution in accordance with the board of directors’ proposal under this item 7, the proposal must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the General Meeting.

Item 8: Resolution on authorisation for the board of directors to resolve on the issue of shares.

The board of directors proposes that the Meeting resolves to authorise the board of directors, on one or more occasions, during the period until the next annual general meeting, to resolve on the issue of shares, with or without deviation from the shareholders’ preferential rights. The total number of shares that may be issued under the authorisation shall not be limited other than by the limits that from time to time follow from the Company’s articles of association. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise on conditions.

The purpose of the authorisation and the reasons for any deviation from the shareholders’ preferential rights are to increase the Company’s financial flexibility and the board of directors’ room for manoeuvre, to be able to raise new capital and/or bring in new owners of strategic importance to the Company in a time- and cost-efficient manner, and to enable the Company to finance, in whole or in part, any company acquisitions or acquisitions of businesses by issuing financial instruments as consideration in connection with acquisitions, or alternatively to raise capital for such acquisitions. Issues carried out with deviation from the shareholders’ preferential rights shall be made at a market subscription price, including a market issue discount where applicable.

Majority requirement

For a valid resolution in accordance with the board of directors’ proposal under this item 8, the proposal must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the General Meeting.

Item 9: Resolution on authorisation for the board of directors to resolve on the issue of shares to the sellers of Corvenia AB

The board of directors proposes that the Meeting resolves to authorise the board of directors, on one or more occasions, during the period until the next annual general meeting, to resolve on the issue of shares to the sellers of Corvenia AB in accordance with the share purchase agreement entered into by the Company on 30 October 2026 (the “Consideration Shares”).

The board of directors shall have the right to determine the other terms of issues under this authorisation and who shall be entitled to subscribe for the shares issued, which shall, however, be done in accordance with agreements entered into by the Company. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise on conditions.

The reason why the board of directors shall be able to resolve on an issue with deviation from the shareholders’ preferential rights and/or with provisions on payment in kind or by set-off is to enable the Company to fulfil agreements entered into in connection with the acquisition of Corvenia AB.

Majority requirement

For a valid resolution in accordance with the board of directors’ proposal under this item 9, the proposal must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the General Meeting.

Item 10: Amendment of the articles of association

In order to change the company name and the business, the board of directors proposes that the Meeting resolves to amend sections 1 and 3 of the articles of association as follows.

The resolution under this item 10 is conditional upon, and shall be registered with the Swedish Companies Registration Office after, the Company having resolved on the issue of the Consideration Shares to the sellers of Corvenia AB, in accordance with the share purchase agreement entered into by the Company on 30 October 2026.

Proposed wording of section 1:

The Company’s name is Corvenia AB (publ). The Company is a public company.

Proposed wording of section 3:

The Company shall conduct consulting activities in business development, corporate advisory, capital raising, financing, investments and marketing, SaaS services, and the development and sale of digital platforms and software in finance, AI and financial reporting, as well as activities compatible therewith.

Authorisation

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, is authorised to make such minor adjustments to the resolution as may prove necessary in connection with its registration with the Swedish Companies Registration Office.

Majority requirement

For a valid resolution in accordance with the board of directors’ proposal under this item 10, the proposal must be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the General Meeting.

The amendment is conditional upon the Transaction being completed and shall be registered with the Swedish Companies Registration Office in connection with the registration of the issue of the Consideration Shares.

Item 11: Election of the board of directors and resolution on board fees

The proposal regarding the composition of the board of directors and the determination of board fees will be published no later than three (3) weeks before the Meeting.

Authorisation

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, is authorised to make such minor adjustments to the resolutions as may prove necessary in connection with their registration with the Swedish Companies Registration Office.

The change of the board of directors is conditional upon the Transaction being completed and shall be registered with the Swedish Companies Registration Office in connection with the registration of the issue of the Consideration Shares.

Number of shares and votes in the Company

At the time of issuing this notice, there are a total of 29,318,111 shares and votes in the Company. A further 2,500,000 shares and votes are in the process of being registered. Once the registration has been completed, the total number of shares and votes in the Company will amount to 31,818,111. The Company does not hold any treasury shares.

Shareholders’ right to request information

The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, at the Meeting provide information on circumstances that may affect the assessment of a matter on the agenda and on the Company’s relationship with another group company (Chapter 7, Section 32 of the Swedish Companies Act).

Documents

All documents required under the Swedish Companies Act will be available at the Company at Bondegatan 21, SE-116 33 Stockholm, and on the Company’s website, www.beyondframes.com, no later than two weeks before the Meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be presented at the Meeting.

Processing of personal data

For information on how personal data is processed in connection with the Meeting, please refer to Euroclear Nordics AB’s privacy policy: www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Stockholm, November 2026

Beyond Frames Entertainment AB (publ)

The Board of Directors

Källa: CisionCision
Annons

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