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28 May, 2025

Summon to the Annual General Meeting of Beyond Frames Entertainment AB (publ)

The shareholders in Beyond Frames Entertainment AB (publ) (the "Company"), reg. no. 559058-8322, are invited to the annual general meeting at the Company's premises at Bondegatan 21, 116 32 in Stockholm on June 26, 2025 at 10.00.

Right to participate and registration
The right to participate in the general meeting has the shareholder who is partly entered in the share register maintained by Euroclear Sweden AB for the company on 17 June 2025, and has notified the company of their intention to participate so that the notification reaches the company no later than 19 June 2025. Notification must be made via e-mail to ir@beyondframes.com or by letter to Beyond Frames Entertainment AB (publ) c/o Helios Consulting, Svarvargatan 14 d, 112 49 Stockholm. When reporting, the shareholder's name, social security number or corporate identity number, address and telephone number, number of shares represented, and, where applicable, the name of any assistant, representative, or deputy must be stated.

Trustee-registered shares
Anyone who has had their shares registered by a trustee must, in order to have the right to participate in the meeting, have the shares registered in their own name through the trustee's care so that the person concerned is registered in the share register maintained by Euroclear Sweden AB as of record date 17 June 2025. Such registration can be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective administrator's procedures, request that the administrator perform such voting rights registration. Voting rights registration that has been requested by shareholders in such a time that the registration has been made by the relevant administrator no later than 19 June 2025 will be taken into account when preparing 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 was issued by a legal entity, a certified copy of the valid registration certificate for the legal entity (or equivalent document for a foreign legal entity) must be attached to the power of attorney. To facilitate registration, the original power of attorney as well as the registration certificate and other authorization documents should be available to the company at the above address in good time before the meeting.

Proposal for the agenda

1. Opening of the meeting.

2. Election of chairman, secretary and verifier(s).

3. Creation and approval of the voting list.

4. Question of whether the meeting has been summoned in due time.

5. Approval of the meeting agenda.

6. Presentation of the annual report and the auditor's statement.

7. Approval of the profit and loss statements and the balance sheet.

8. Appropriation of profit and loss.

9. Discharge of the board and the CEO.

10. Election of board.

11. Election of auditor.

12. Remuneration to the board and the auditor.

13. Decision on election committee.

14. Decision regarding employee option program 25/28 ("kvalificerade personaloptioner (KPO)")

15. Distribution of KPO:s to the board members

16. Warrant issue for employee option program (warrents W2025-2029A)

17. Decision on authorization for the board to decide on new issue of shares.

18. Special authorization for the board.

19. End of the meeting.

Resolution proposal

Item 2: Election of chairman at the meeting
The election committee proposes that Jesper Åkerlind be elected chairman at the annual general meeting.

Item 8: Decision on appropriation of profit and loss dispositions.
The board proposes that the year's negative results, amounting to 5 235 641 kronor, are settled against the balance sheet and that there is no dividend for the financial year 2024. After the proposed disposition, free equity amounts to 96 955 406 kronor.

Item 10: Election of board.
The election committee proposes that the AGM, for the time until the end of the next AGM, should re-elect board members Fredrik Burvall, Arvid Klingström, Patrick Bach, and Sandra Neudinger. Catherine Ehrensvärd has declined re-election. The nomination committee proposes the election of Fredrik Burvall as chairman of the board

Item 11: Election of auditor.
The election committee proposes that the registered auditing company Revideco AB be re-elected as the Company's auditor for the period until the end of the next annual general meeting. Revideco AB has announced that, in the event that Revideco AB is re-elected as auditor, Erik Emilsson will remain as chief auditor.

Item 12: Remuneration to the board and the auditor.
The election committee proposes that the fee to the board be issued with a total of SEK 500,000 to be distributed as follows: the chairman of the board is paid SEK 200,000, and other board members are paid SEK 100,000 per member on an annual basis to board members who are not employed within the group. The election committee proposes that fees to the Company's auditor should be paid according to the quotation and approved invoice.

Item 13: Decision on election committee.
The instructions for the election committee, as approved during last year's AGM, shall apply until further notice.

Item 14: Decision regarding employee option program 25/28 ("kvalificerade personaloptioner")
The Board of Directors proposes that the Annual General Meeting of the Company resolves on 2025-06-26 to establish an employee stock option program for employees and board members of the Company (the "Participants", each the "Participant").

The purpose of the proposed employee stock option program (the "Employee Stock Option Program 25/28") is to ensure a long-term commitment for the Participants through a remuneration system linked to the company's future value.

By introducing a share-based incentive program focusing on the long-term growth potential of the company, which means common interests and goals for the company's shareholders and the Participants. Such an incentive program can also be expected to improve the company's ability to retain the Participants and offer a competitive compensation model without substantially increase the salary costs.

The details of the Employee Stock Option Program, has been designed in accordance with current regulations Chapter 11a of the Swedish Income Tax Act (1999:1229), and is set out below.

The Board of Directors proposes that the Annual General Meeting take decision regarding the implementation of the employee stock option program in accordance with the following guidelines:

  1. The employee stock option program shall include a maximum of 400,000 employee stock options.
  2. The program assumes that the Participant for each (1) allotted qualified employee stock option (KPO) has acquired two (2) shares in the Company on the market, which means that the Participant is given the opportunity to increase its holding at a reduced price.
  3. The Participant shall be able to present supporting documentation (for example proof of purchase) that the Participant has fulfilled the requirement in the Employee Stock Option Program 25/28, i.e. that at its own expense acquired two (2) shares in the Company on the market for each (1) KPO allotted.
  4. The purchase of shares in the Company shall have taken place during the period 2025-02-26 until 2026-06-26, i.e. four (4) months prior to the decision and twelve (12) months after the decision. The share must thereafter be held for at least two (2) years from the date of purchase.
  5. Each employee stock option entitles the holder to acquire one new share in the company at a price of 0,05 SEK. The vesting price and the number of shares that each employee stock option entitles to may be subject to recalculation as a result of emissions, rights issue and similar measures.
  6. The employee stock option program shall cover employees of the company and its subsidiaries, as decided by the company's Board of Directors and board members as decided by the annual general meeting
  7. The allotted employee stock options vest three (3) years after allotment. The Participant is required to continue be active in the company at the time of vesting.
  8. The employee stock options shall not constitute securities and shall not be transferable or pledged.
  9. The employee stock options shall be allotted free of charge. The participants may exercise allotted and vested employee stock options for a period of three (3) months after the end of the vesting period.
  10. The employee stock options shall be settled in a separate agreement with the Participant. The agreement will, among other things, contain payment obligations for the company if the general meeting/board of directors at the time of exercise of the employee stock options does not resolve to issue new shares. The Board of Directors shall be responsible for the design and management of the Employee Stock Option Program within the framework of the above-stated main terms and guidelines. In extraordinary cases, the Board of Directors has the right to limit the scope of or prematurely terminate the Employee Stock Option Program, in whole or in part.

Costs
The costs for the Employee Stock Option Program will only consist of limited costs for the implementation and administration of the program, provided that the program is implemented as intended.

Item 15. Distribution of KPO:s to the board members
It is proposed that the distribution of KPOs to the Company's Board members amount to a maximum of 150,000 KPOs and follows the same requirements as Item 14. The distribution of KPOs to the board members will be communicated to the market after allotment.

Item 16. Warrant issue for employee option program  (WARRANTS W2025-2029A)
Beyond Frames Entertainment AB (publ), 559058-8322 ("The Company") decides to issue warrants according to the following. The decision is made by the shareholders meeting.

  1. At most 400,000 warrants shall be issued. The maximum share capital increase will be 20,000 SEK if all warrants are exercised.
  2. The warrant issue is done without preferential rights for existing shareholders, and is offered to the company itself. The reason that the preferential rights of existing shareholders are disregarded is to provide an options pool in order to deliver shares to holders of qualified employee stock options. The general meeting approves that the company has the right to transfer the warrants free of charge to holders of qualified employee stock options.
  3. Payment for warrants shall not be made.
  4. Subscription for warrants shall be made on a subscription note between 2025-06-26 till 2026-06-26.
  5. Each warrant gives the holder the right, during the period from the registration at Bolagsverket to 2029-12-31, to subscribe for 1 share at a subscription price of 0.05 SEK.
  6. The board has the right to extend the subscription period.
  7. Shares that have been issued by subscription using warrants are eligible for a share dividend for the first time on the first occasion of such dividend payment which occurs after the subscription has been executed. If the Company at the time of the dividend payment is registered with a Central Security Depository such as Euroclear, such shares that have been issued by subscription using warrants shall be entitled to dividend payments for the first time on that record day ('avstämningsdag') for the purpose of dividend payment, which occurs first after the subscription has been executed.
  8. The warrants shall be governed by the terms stipulated in Appendix 1.1. The subscription price for shares subscribed to by means of warrants, as well as the number of shares per warrant, may be re calculated using the terms for re-calculation stipulated in this appendix.
  9. Subscription may only be made with respect to a whole number of shares. Any excess part of a share, which the total number of Warrants that one Investor wishes to exercise entitles to, shall be disregarded.
  10. The board, or whomever the board appoints, shall have the right to make such minor changes to the decision as are necessary for the registration of the decision

Item 17: Decision on authorization for the board to decide on new issue of shares.
The board proposes that the meeting authorizes the board to, on one or more occasions, during the time until the next annual general meeting, decide on a new issue of shares, with or without deviation from the shareholders' pre-emptive rights. The number of shares issued with the support of the authorization may amount to no more than ten (10) percent of the total number of shares outstanding when the authorization is used for the first time. Issues taken with the support of the authorization must take place at the market subscription price, subject to a market issue discount where applicable, and payment must, in addition to cash payment, be made by in-kind or set-off of the claim on the company. Issuances made with the support of the authorization must take place with the aim of providing the company with working capital and/or new owners of strategic importance for the company and/or acquisition of other companies or operations.

Item 18: Special authorization for the board
It is proposed that the board be authorized to make the minor adjustments to the decisions that may prove necessary in connection with the registration of the proposals for decisions according to this notice at the Swedish Companies Registration Office or handling at Euroclear Sweden AB.

Number of shares and votes in the company
At the time of issuing this notice, there are a total of 18,618,409 outstanding shares and votes in the company. The company does not hold any own shares.

Shareholders' right to request information
According to ch. 7 Section 32 of the Swedish Companies Act, the board and the managing director, if a shareholder requests it and the board considers that it can be done without significant damage to the company, must provide information at the general meeting about conditions that may affect the assessment of a matter on the agenda and conditions that may affect the assessment of the company's financial situation. The disclosure obligation also covers the company's relationship with other group companies, the consolidated accounts and such relationships regarding subsidiaries as referred to in the preceding sentence.

Documents
Accounting documents, audit report, complete proposals for decisions, and other documents to be processed at the meeting will be kept available at the company's office no later than two weeks before the meeting and will be sent free of charge to the shareholder who requests it and provides his postal address. The documents will also be available on the company's website www.beyondframes.com f. All of the above documents will also be presented at the meeting.

Stockholm, 28 May 2025
Beyond Frames Entertainment (publ)
The Board of Directors

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