Notice of Annual General Meeting in Stillfront Group AB (publ)

The shareholders of Stillfront Group AB (publ), reg. no. 556721-3078 (the “Company” or “Stillfront”), are hereby given notice of the annual general meeting to be held on Wednesday, 13 May 2026 at 16.00 (CEST) at Mannheimer Swartling’s premises at Norrlandsgatan 21 in Stockholm, Sweden. The entrance to the meeting will open at 15.30 (CEST).

The board of directors has resolved that shareholders may also exercise their voting rights at the annual general meeting by post. Shareholders may therefore choose to exercise their voting rights in person at the meeting or through postal voting.

RIGHT TO PARTICIPATE

Shareholders who wish to participate in the annual general meeting must:

be entered as a shareholder in the share register kept by Euroclear Sweden AB on the record date, which is Tuesday, 5 May 2026; and
give notice of participation in the annual general meeting in accordance with the instructions set out in the section “Notification of attendance in person” below, or by submitting a postal vote in accordance with the instructions set out in the section “Postal voting” below, no later than Thursday, 7 May 2026.

NOTIFICATION OF ATTENDANCE IN PERSON

Notification of attendance in person at the annual general meeting can be made via the notification of attendance form available at https://app.verified.eu/web/postrosta2022/?source=stillfront13maj2026/en or via post to the Company at Stillfront Group AB (publ), “AGM”, Sveavägen 21, SE-111 34 Stockholm, Sweden. The notification shall set out name/company name, personal identification number/corporate registration number and, when applicable, number of advisors (which may not exceed two). If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued to the proxy. Power of attorney forms are available on the Company’s website https://www.stillfront.com/en/arsstamma-agm-2026/. If the shareholder is a legal entity, a registration certificate or equivalent authorization document must be enclosed. In order to facilitate the registration at the annual general meeting, the power of attorney, registration certificate and other authorization documents, should be received by the Company at the address stated above in connection with the notification.

POSTAL VOTING

Shareholders who wish to exercise their voting rights by postal voting shall use a special form. The postal voting form is available and can be submitted via the following web link https://app.verified.eu/web/postrosta2022/?source=stillfront13maj2026/en. The form can also be sent by way of post to Stillfront Group AB (publ), “AGM”, Sveavägen 21, SE-111 34 Stockholm, Sweden. A complete postal voting form must be received by the Company no later than Thursday, 7 May 2026. The submission of a postal voting form is considered as notification of participation, through postal voting, at the annual general meeting.

Shareholders may not provide specific instructions or conditions to the postal vote. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.

If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the form. Power of attorney forms are available on the Company’s website https://www.stillfront.com/en/arsstamma-agm-2026/. If the shareholder is a legal entity, a registration certificate or equivalent authorization document shall be enclosed with the form.

A shareholder who wishes to attend the meeting venue in person or by proxy, must give notice in accordance with the instructions set out in section “Notification of attendance in person” above. Hence, a notice of participation only through postal voting is not sufficient for a shareholder who wishes to attend the meeting venue.

SHAREHOLDERS WITH NOMINEE REGISTERED SHARES

To be entitled to participate in the annual general meeting by attending in person or by submitting a postal vote, shareholders whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register their shares in their own name so that the shareholder is listed in the share register kept by Euroclear Sweden AB as of the record date Tuesday, 5 May 2026. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Thursday, 7 May 2026 will be taken into account in the presentation of the share register. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment saving accounts.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

Shareholders are reminded of their right pursuant to Chapter 7, Section 32 of the Swedish Companies Act to request that the board of directors and Chief Executive Officer provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or any circumstances which may affect the assessment of the Company’s or a group company’s financial position. The obligation to provide information also applies to the Company’s relationship to other group companies. Information must be provided if it can take place without significant harm to the Company.

PROPOSED AGENDA

1. Opening of the meeting

2. Appointment of the chair for the meeting

3. Preparation and approval of the voting register

4. Election of one or two persons to approve the minutes

5. Approval of the agenda

6. Examination of whether the meeting has been duly convened

7. Presentation of annual report and the auditor’s report, consolidated accounts and auditor’s report for the group as well as the assurance report regarding the sustainability report for the group

8. Resolution on:

a. adopting the profit and loss statement and the balance sheet and consolidated profit and loss 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 directors of the board and the Chief Executive Officer

9. Presentation of the remuneration report for approval

10. Resolution on the number of directors of the board to be appointed

11. Resolution to establish the remuneration for the board of directors and the auditors

12. Appointment of the board of directors and the chair and deputy chair of the board of directors

13. Appointment of auditor

14. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Jawaker FZ LLC

15. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Six Waves Inc.

16. Resolution on authorization for the board of directors to issue shares, warrants and convertible instruments

17. Resolution on authorization for the board of directors to resolve on repurchase of own shares

18. Resolution on authorization for the board of directors to resolve on transfer of own shares

19. Resolutions on:

A. (i) implementation of a long-term incentive program (LTIP 2026/2029)

B. (i) issue of warrants and (ii) transfer of warrants to secure delivery to participants in LTIP 2026/2029

C. transfer of own shares to participants in LTIP 2026/2029

20. Resolutions on:

A. (i) implementation of an employee stock purchase program (ESPP 2026/2029)

B. (i) issue of warrants and (ii) transfer of warrants to secure delivery to participants in ESPP 2026/2029

C. transfer of own shares to participants in ESPP 2026/2029

21. Resolutions on delivery arrangements under existing long-term incentive programs, including:

A. (i) issue of warrants and (ii) transfer of warrants to secure delivery to participants in LTIP 2024/2028

B. (i) issue of warrants and (ii) transfer of warrants to secure delivery to participants in LTIP 2025/2029

C. transfer of own shares to participants in LTIP 2025/2029

22. Closing of the meeting

PRINCIPAL PROPOSALS FOR RESOLUTIONS

Appointment of the chair for the meeting (item 2)

The nomination committee proposes attorney-at-law Victor Karlsson as chair of the annual general meeting.

Preparation and approval of the voting register (item 3)

The voting register that is proposed to be approved is the voting register drawn up by Poströsta.se on behalf of the Company, based on the annual general meeting’s register of shareholders, shareholders having given notice of participation and being present at the annual general meeting and received postal votes.

Resolution on allocation of the Company’s profit or loss according to the adopted balance sheet (item 8 b)

The board of directors proposes, in accordance with the proposal on allocation of profit included in the annual report, that this year’s result of SEK -2,115,232,083 shall be carried forward.

Resolution on the number of directors of the board to be appointed (item 10)

The nomination committee proposes that the board of directors shall consist of six directors without deputy directors.

Resolution to establish the remuneration for the board of directors and the auditors (item 11)

The nomination committee proposes that the fees paid to the board members for the period until the next annual general meeting shall be SEK 1,090,000 (SEK 840,000 last year) to the chair of the board of directors, SEK 600,000 (new) to the deputy chair of the board of directors and SEK 440,000 (SEK 340,000) to each of the other board members elected by the general meeting.

The nomination committee proposes that the fees to be paid to the members of the audit committee for the period until the next annual general meeting shall be SEK 295,000 (SEK 270,000) to the chair of the audit committee and SEK 140,000 (SEK 110,000) to each of the other members of the audit committee.

The nomination committee proposes that the fees to be paid to the members of the HR committee for the period until the next annual general meeting shall be SEK 175,000 (SEK 110,000) to the chair of the HR committee and SEK 90,000 (SEK 54,000) to each of the other members of the HR committee.

The nomination committee has further been informed that the board of directors intends to implement a new strategy committee. If implemented, the nomination committee proposes that the fees to be paid to the members of the strategy committee for the period until the next annual general meeting shall be SEK 240,000 to the chair of the strategy committee and SEK 175,000 to each of the other members of the strategy committee.

Notwithstanding the above, if re-elected, Mohammad Alhaj Hasan and Waleed Tuffaha are proposed to not receive any remuneration for their respective assignments as board members (including for any committee work) for the period until the next annual general meeting.

The nomination committee proposes that the fees to the auditor shall be paid against approved invoices.

Appointment of the board of directors and the chair and deputy chair of the board of directors (item 12)

The nomination committee proposes the following members of the board of directors until the close of the annual general meeting 2027:

(i) Erik Forsberg (re-election)

(ii) Mohammad Alhaj Hasan (re-election)

(iii) Lars-Johan Jarnheimer (re-election)

(iv) Waleed Tuffaha (re-election)

(v) Thomas Vollmoeller (re-election)

(vi) Nezahat Gultekin (new election)

The nomination committee proposes re-election of Lars-Johan Jarnheimer as chair of the board of directors, for the period until the close of the annual general meeting 2027.

Furthermore, the nomination committee proposes re-election of Erik Forsberg as deputy chair of the board of directors, for the period until the close of the annual general meeting 2027.

Nezahat Gultekin brings over 20 years of international experience in technology investment banking, strategic advisory and investing, including senior roles such as Head of Advisory at UniCredit, Managing Director and Head of Technology Investment Banking (EMEA) at Nomura, and Director at Temasek. She is currently a board member of Logo Yazilim and Ciner Glass.

Maria Hedengren has informed the nomination committee that she will not be available for re-election at the annual general meeting.

Appointment of auditor (item 13)

The nomination committee proposes that the registered auditing firm Öhrlings PricewaterhouseCoopers AB is re-elected as the Company’s auditor for the period until the close of the annual general meeting 2027. Öhrlings PricewaterhouseCoopers AB has declared that if the annual general meeting resolves in accordance with the nomination committee’s proposal, Aleksander Lyckow will be appointed as auditor-in-charge.

Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Jawaker FZ LLC (item 14)

The board of directors proposes that the annual general meeting, as set out below, resolves on (a) a directed new issue of shares and (b) transfer of own shares, in the Company to the sellers of Jawaker FZ LLC, for the purpose of complying with the share purchase agreement entered into with the sellers, which entitles the sellers to an earn-out consideration under certain conditions (which shall be partially paid with shares in the Company). In the first instance, the earn-out consideration shall be paid by transfer of the Company’s own shares, provided that the Company holds own shares and it is deemed favorable to pay the earn-out consideration by transfer of own shares. In the second instance, the earn-out consideration shall be paid (in whole or in part) by issue of new shares. The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 46,074,355 shares.

(a) Directed new share issue

The board of directors proposes that the annual general meeting resolves to carry out a directed new share issue on the following terms.

1. The Company’s share capital shall increase by not more than SEK 3,225,204.85 through an issue of not more than 46,074,355 shares.

2. The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emption rights, only be offered to the sellers of Jawaker FZ LLC.

3. The subscription price shall be SEK 5.169, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the ten (10) trading days prior to announcement of the year-end report of the Company for the financial year 2025. The premium shall be attributed to the free premium fund.

4. The newly issued shares shall be subscribed for on a subscription list no later than 31 October 2026.

5. Payment for subscribed shares shall be made by way of set-off, whereby set-off of the subscription price can be made at a maximum amount corresponding to the subscribers’ claims of not more than USD 26,649,857.20 in aggregate. The amount of the claims may be lower, whereby the number of shares that can be subscribed for is reduced correspondingly. Over-subscription is not possible. Set-off is completed through subscription.

6. The board of directors shall be entitled to extend the subscription period and the time for payment.

7. The new shares shall entitle to dividend as from the first record day for dividend after the newly issued shares have been registered with the Swedish Companies Registration Office and the shares have been recorded in the share register kept by Euroclear Sweden AB.

8. The board of directors shall be authorized to make any formal adjustments that may be required in connection with registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

(b) Transfer of own shares

The board of directors proposes that the annual general meeting resolves on a transfer of own shares on the following terms.

1. The Company may transfer not more than 46,074,355 shares in the Company.

2. The right to acquire the shares shall, with deviation from the shareholders’ pre-emption rights, only be offered to the sellers of Jawaker FZ LLC.

3. The shares shall be transferred at a price per share of SEK 5.169, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the ten (10) trading days prior to the announcement of the year-end report of the Company for the financial year 2025.

4. Transfer and payment of the shares shall be effected no later than 31 October 2026, or such later time that is resolved by the board of directors.

5. Payment for the shares shall be made by way of set-off, whereby set-off of the subscription price can be made at a maximum amount corresponding to the subscribers’ claims of not more than USD 26,649,857.20 in aggregate. The amount of the claims may be lower, whereby the number of shares that can be subscribed for is reduced correspondingly.

Other terms and conditions

The reason for the deviation from the shareholders’ pre-emption rights is to fulfil the Company’s obligations under the share purchase agreement which the Company has entered into with the sellers of Jawaker FZ LLC.

The Company’s assessment is that the earn-out consideration will amount to USD 71,066,284.17 in total, of which approx. 30.00% of the amount shall be paid in shares in the Company. The final amount is, however, dependent on the outcome of the audit of Jawaker FZ LLC’s financial statements for 2025 and that the sellers accept the Company’s calculation of the earn-out consideration. The board of directors of the Company will thereafter determine the number of shares that the sellers are entitled to (the number of shares can be lower, but not higher than the maximum number of shares proposed under items 14(a) and 14(b) above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 46,074,355 shares. The number of shares issued and transferred, respectively, will be communicated at the day of the allotment. Based on the Company’s calculation of the earn-out consideration, the number of shares which the sellers of Jawaker FZ LLC are entitled to is expected to amount to approximately 36,859,480 shares. In order to give the Company some flexibility in connection with the determination of the final earn-out consideration, an issue and transfer, respectively, of a maximum number of shares has been proposed (and the maximum amount of claim possible to set off has been increased correspondingly).

The board of directors’ proposal is that the resolutions under items 14(a) and 14(b) above shall be made as a joint resolution.

Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Six Waves Inc. (item 15)

The board of directors proposes that the annual general meeting, as set out below, resolves on (a) a directed new issue of shares and (b) transfer of own shares, in the Company to the sellers of Six Waves Inc., for the purpose of complying with the share purchase agreement entered into with the sellers, which entitles the sellers to an earn-out consideration under certain conditions (which shall be partially paid with shares in the Company). In the first instance, the earn-out consideration shall be paid by transfer of the Company’s own shares, provided that the Company holds own shares and it is deemed favorable to pay the earn-out consideration by transfer of own shares. In the second instance, the earn-out consideration shall be paid (in whole or in part) by issue of new shares. The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 2,319,778 shares.

(a) Directed new share issue

The board of directors proposes that the annual general meeting resolves to carry out a directed new share issue on the following terms.

1. The Company’s share capital shall increase by not more than SEK 162,384.46 through an issue of not more than 2,319,778 shares.

2. The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emption rights, only be offered to the sellers of Six Waves Inc.

4. The newly issued shares shall be subscribed for on a subscription list no later than 31 October 2026.

5. Payment for subscribed shares shall be made by way of set-off, whereby set-off of the subscription price can be made at a maximum amount corresponding to the subscribers’ claims of not more than USD 1,341,782.27 in aggregate. The amount of the claims may be lower, whereby the number of shares that can be subscribed for is reduced correspondingly. Over-subscription is not possible. Set-off is completed through subscription.

6. The board of directors shall be entitled to extend the subscription period and the time for payment.

(b) Transfer of own shares

The board of directors proposes that the annual general meeting resolves on a transfer of own shares on the following terms.

1. The Company may transfer not more than 2,319,778 shares in the Company.

2. The right to acquire the shares shall, with deviation from the shareholders’ pre-emption rights, only be offered to the sellers of Six Waves Inc.

4. Transfer and payment of the shares shall be effected no later than 31 October 2026, or such later time that is resolved by the board of directors.

5. Payment for the shares shall be made by way of set-off, whereby set-off of the subscription price can be made at a maximum amount corresponding to the subscribers’ claims of not more than USD 1,341,782.27 in aggregate. The amount of the claims may be lower, whereby the number of shares that can be subscribed for is reduced correspondingly.

Other terms and conditions

The Company’s assessment is that the earn-out consideration will amount to USD 4,668,590.97 in total, of which approx. 22.99% of the amount shall be paid in shares in the Company. The final amount is, however, dependent on the outcome of the audit of Six Waves Inc.’s financial statements for 2025 and that the sellers accept the Company’s calculation of the earn-out consideration. The board of directors of the Company will thereafter determine the number of shares that the sellers are entitled to (the number of shares can be lower, but not higher than the maximum number of shares proposed under items 15(a) and 15(b) above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 2,319,778 shares. The number of shares issued and transferred, respectively, will be communicated at the day of the allotment. Based on the Company’s calculation of the earn-out consideration, the number of shares which the sellers of Six Waves Inc. are entitled to is expected to amount to approximately 1,855,822 shares. In order to give the Company some flexibility in connection with the determination of the final earn-out consideration, an issue and transfer, respectively, of a maximum number of shares has been proposed (and the maximum amount of claim possible to set off has been increased correspondingly).

The board of directors’ proposal is that the resolutions under items 15(a) and 15(b) above shall be made as a joint resolution.

Resolution on authorization for the board of directors to issue shares, warrants and convertible instruments (item 16)

The board of directors proposes that the annual general meeting authorizes the board of directors to, within the scope of the articles of association, with or without deviation from the shareholders’ preferential rights, on one or several occasions during the period until the next annual general meeting, resolve to increase the Company’s share capital by issuing new shares, warrants or convertible instruments in the Company. The authorization shall be limited whereby the board of directors may not resolve to issue shares, warrants or convertible instruments that involve the issue of, or conversion into shares corresponding to, more than ten (10) per cent of the shares in the Company at the time when the board of directors first utilizes the authorization. The issues shall be made on market terms and payment may, apart from payment in cash, be made in kind or through set-off or otherwise with conditions. The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential rights is to be able to carry out and finance acquisitions of companies and assets.

Resolution on authorization for the board of directors to resolve on repurchase of own shares (item 17)

The board of directors proposes that the annual general meeting authorizes the board of directors to, on one or several occasions during the period until the next annual general meeting, resolve on repurchase of own shares on principally the following terms and conditions:

1. Purchases may be effected on Nasdaq Stockholm and in accordance with Nasdaq Nordic Main Market Rulebook for Issuers of Shares.

2. Purchases may be made up to a maximum number of shares so that the Company’s holdings of own shares after the purchase does not exceed one-tenth of the total number of shares in the Company.

3. Purchases of shares shall be carried out in compliance with the price restrictions set out in Nasdaq Nordic Main Market Rulebook for Issuers of Shares, which stipulate that shares may not be acquired at a price higher than the higher of the price for the most recent independent trade and the highest current bid on the trading venue where the purchase is made. Purchases may not be made at a price lower than the lowest price at which an independent acquisition can be made.

The main reason for possible purchases is to give the Company flexibility regarding its equity and thereby optimize the capital structure of the Company. Possible purchases may also enable own shares to be used as payment for, or financing of, acquisitions of companies or assets, including earn-out considerations, or in connection with the delivery of shares to participants in the Company’s incentive programs. The board of directors shall have the right to determine other conditions for purchases in accordance with the authorization.

Resolution on authorization for the board of directors to resolve on transfer of own shares (item 18)

The board of directors proposes that the annual general meeting authorizes the board of directors to, on one or several occasions during the period until the next annual general meeting, resolve on transfers of own shares up to the number of shares which, at any time, are held by the Company.

Transfer of own shares may be carried out to be used as payment for, or financing of, acquisitions of companies or assets. Transfer of own shares may be effected otherwise than on Nasdaq Stockholm at an estimated market value and may deviate from the shareholders’ preferential rights. Payment for transferred shares may be made in cash, in kind or through set-off. Transfer of own shares may also be carried out on Nasdaq Stockholm at a price within the registered price range at any given time.

Resolutions on A. implementation of a long-term incentive program (LTIP 2026/2029) and delivery arrangements in respect thereof, including B. warrant arrangement and C. transfer of own shares to participants (item 19)

The board of directors proposes that the annual general meeting resolve on implementing a share-based long-term incentive program for senior executives and other key personnel within the group (the “LTIP 2026/2029”) on the main terms and conditions set out below. In order to secure the obligations of Stillfront to deliver shares to participants under LTIP 2026/2029, the board of directors further proposes that the annual general meeting resolve on delivery arrangements in the form of issuance and transfer of warrants and/or transfer of own shares to participants in LTIP 2026/2029.

The board of directors’ proposal for resolution on implementation of LTIP 2026/2029 is set out in item 19.A below and the proposals for resolutions on the delivery arrangements are set out in items 19.B and 19.C below.

19.A Resolution on implementation of LTIP 2026/2029

Objectives of LTIP 2026/2029

As an international group operating in an industry where employers compete to attract top-talent, Stillfront must be able to offer a globally viable and attractive remuneration package. The total remuneration in Stillfront shall enable the Company to retain and recruit personnel while being competitive, performance driven and fair. As a part of the total remuneration package, the board of directors has decided to propose a long-term incentive program for 2026/2029. The board of directors believes that LTIP 2026/2029 will be beneficial for both the Company and its shareholders as it will contribute to the possibilities to recruit and retain competent personnel, increase motivation and strengthen Stillfront’s financial development and long-term value growth.

Stillfront intends to propose incentive programs of similar character for resolution by future annual general meetings.

Grant of Restricted Stock Units

A maximum of 3,900,000 restricted stock units (“Restricted Stock Units”) shall be offered to no more than 120 participants, consisting of the CEO, senior executives and other key personnel of the group. Members of the board of directors shall not be entitled to participate in LTIP 2026/2029. The participants in LTIP 2026/2029 shall be allotted Restricted Stock Units free of charge entitling to shares in the Company under certain conditions. The allotment of Restricted Stock Units shall take place up to and including the day before the annual general meeting 2027. Allotment of Restricted Stock Units can also take place to future employees in accordance with the principles set forth in the table below.^[1]

Restricted Stock Units shall be offered the participants in LTIP 2026/2029 in accordance with the following:

Category	Number of participants	Maximum number of Restricted Stock Units that can be allocated to each participant
CEO (Category 1)	1	500,000
Other members of the group executive management (Category 2)	Currently 5	1,200,000
Other key personnel of the group (excl. studios and game teams) (Category 3)	Maximum 40	Restricted Stock Units at a value corresponding to a maximum of 60% of the annualized fixed gross compensation in 2026, on an individual basis*
Other key personnel of the group’s studios and game teams (Category 4)	Maximum 74	Restricted Stock Units at a value corresponding to a maximum of 60% of the annualized fixed gross compensation in 2026, on an individual basis*

* The share price used to calculate the value of the underlying shares, and hence the maximum number of Restricted Stock Units that may be allocated to each Category 3 and Category 4 participant, shall be the volume-weighted average price paid for the Stillfront share on Nasdaq Stockholm, adjusted for any dividend payments, during a period of ten trading days immediately prior to the participants being offered to participate in LTIP 2026/2029.

Main terms for the Restricted Stock Units

The Restricted Stock Units shall be governed by the following main terms and conditions:

1. Each vested Restricted Stock Unit entitles the participant to receive, free of charge, one (1) share in the Company from and including the day of public announcement of the Company’s Q2 report 2029 up to and including the seventh day thereafter. The board of directors may extend the date for delivering shares if participants are prevented from acquiring shares due to applicable laws on insider trading or similar.

2. Vesting of Restricted Stock Units is conditional upon four targets related to: (i) total shareholder return^[2], (ii) organic revenue growth^[3], (iii) profitability^[4], and (iv) employee attrition^[5] being satisfied during the financial years 2026, 2027 and 2028 (each a “Performance Target” and jointly the “Performance Targets”).

Satisfaction of a Performance Target under each respective financial year shall result in 8.33% (1/12) of the Restricted Stock Units being vested. If one of the Performance Targets is not satisfied during a specific financial year, no vesting relating to such Performance Target will occur for the relevant financial year (already vested Restricted Stock Units, and the potential vesting of Restricted Stock Units during future financial years, are not affected). If no Performance Target is satisfied, vesting of allocated Restricted Stock Units shall occur with 0%, and if all Performance Targets are satisfied, vesting of allocated Restricted Stock Units shall occur with 33.33% (1/3) each financial year. Notwithstanding the above, if the Final TSR Target has been satisfied at the end of the financial year 2028, vesting of Restricted Stock Units relating to the TSR Target shall be deemed to have occurred in full (i.e. resulting in 25% (3/12) of the Restricted Stock Units being vested), even if the Annual TSR Target has not been satisfied during one or more financial years. A participant shall not be entitled to exercise vested Restricted Stock Units prior to the date set out in paragraph 1 above.

The board of directors will determine the outcome of the Performance Targets for each financial year in connection with the announcement of the year-end report for the relevant financial year.

The board of directors’ view is that the proposed Performance Targets are an efficient method of aligning the interests of senior managers and other key personnel within the group on the one hand, and the group’s employees, customers and the Company’s shareholders on the other.

3. If the participant ceases to be employed in the Stillfront group, the right to all vested Restricted Stock Units shall, subject to certain specific exemptions, be forfeited.

4. The number of shares that Restricted Stock Units entitle holders to may be recalculated in the event of, e.g., bonus issues, reverse share splits or share splits, new issues, reductions in the share capital or similar actions.

5. The Restricted Stock Units may not be transferred or pledged.

6. Participants in LTIP 2026/2029 shall enter into agreements with the Company regarding the detailed terms and conditions for LTIP 2026/2029, and the board of directors, or the person appointed by the board of directors, is authorised to execute and enter into such agreements with the participants.

7. In the event that participants cannot receive shares under applicable law, at a reasonable cost or with reasonable administrative measures, the board of directors may resolve to offer participants a cash settlement. However, the terms and conditions shall not be more favourable for participants than what follows from this proposal.

8. The board of directors shall have the right to make adjustments to the terms and conditions for the Restricted Stock Units if significant changes in the group or its market results in a situation which means that the terms and conditions for exercising the Restricted Stock Units are no longer appropriate. Such adjustments shall only be made in order to fulfil the main objectives of LTIP 2026/2029.

Costs, potential dilution and effect on key ratios

LTIP 2026/2029 will be accounted for in accordance with IFRS 2, which stipulates that the Restricted Stock Units will be recorded as a personnel expense over the vesting period. The calculation has been made based on the following assumptions: (i) all Restricted Stock Units are allocated at the initial allotment, (ii) a staff turnover of 15%, (iii) a share price of SEK 5.04 at the time of delivery of shares under the Restricted Stock Units and (iv) average social security contributions of 13%. The total IFRS 2 costs for LTIP 2026/2029 if the maximum allotment is delivered, are estimated to approximately MSEK 19, which corresponds to approximately 2.0% of the total personnel costs for 2025. The costs will be recognized evenly over the years 2026–2029. The costs have been calculated as the sum of salary costs, including social security costs, and administration costs for the program. Social security costs have been calculated assuming a starting share price of SEK 4.00 with annual increase of 8%. Administration costs are estimated to be less than MSEK 1.

If LTIP 2026/2029 had been implemented in 2025 and the Company had costs in accordance with the example above, the earnings per share for the financial year 2025 would only have been marginally affected and would remain at SEK -4.75, and EBITDA^[6] for the financial year 2025 would have decreased by MSEK 6 to MSEK 2,007. The effect on important key ratios is only marginal.

If warrants are allocated and converted in order to secure the obligations under LTIP 2026/2029, the number of outstanding shares is estimated to increase with not more than 3,900,000 shares. Such maximum increase would have a dilutive effect of approximately 0.75% based on the number of shares outstanding as of the date of the notice convening the annual general meeting. The above calculations assume that Stillfront’s undertakings under LTIP 2026/2029 are secured with warrants.

Delivery of shares

The board of directors has considered the following alternatives for delivering shares in the Company to participants in LTIP 2026/2029.

As a main alternative, the board of directors proposes that the Company shall secure delivery of shares to the participants in LTIP 2026/2029 through the issuance and subsequent transfer of warrants in accordance with item 19.B below (the “LTIP Warrant Arrangement”).

In addition to the LTIP Warrant Arrangement, the board of directors proposes that the Company shall be able to use repurchased shares to enable delivery of shares to the participants in LTIP 2026/2029 in accordance with item 19.C below.

Should the annual general meeting not resolve to approve the LTIP Warrant Arrangement under item 19.B below, or if the Company cannot use repurchased shares as delivery (due to the annual general meeting not approving the proposal for transfer of own shares according to item 19.C below, or for any other reason), the board of directors’ intention is that the Company shall enter into an equity swap agreement with a third party in order to secure the financial exposure of LTIP 2026/2029. Such arrangement would mean that Stillfront enters into agreements with a third party for such third party to acquire shares in the Company in its own name and thereafter, during the delivery period, transfer the shares to participants in LTIP 2026/2029. This alternative entails significantly higher costs for the Company, and is therefore only intended to be utilized if none of the above-mentioned delivery alternatives can be used.

Preparation and administration of LTIP 2026/2029

Stillfront’s HR committee has prepared the proposal for LTIP 2026/2029 in close consultation with the board of directors of the Company and external advisors. The board of directors or the HR committee shall be responsible for preparing the detailed terms and conditions of LTIP 2026/2029 in accordance with the terms and guidelines resolved on by the annual general meeting.

Information regarding other long-term share or share-price related incentive programs in Stillfront

Stillfront currently has four ongoing long-term share or share price related incentive programs.

LTIP 2022/2026 is a share-based incentive program of not more than 2,000,000 restricted stock units for executive management and key employees within the Stillfront group, in total 46 participants. Active restricted stock units (total number issued minus forfeited and unallocated restricted stock units) as at the date hereof may entitle to subscription for a maximum of 1,605,357 shares, corresponding to a maximum dilution of approximately 0.31%. The Company secures delivery of shares under the program in the form of a warrant arrangement and/or transfer of repurchased own shares.

LTIP 2023/2027 is a share-based incentive program of not more than 2,024,200 restricted stock units for executive management and key employees within the Stillfront group, in total 45 participants. Active restricted stock units (total number issued minus forfeited and unallocated restricted stock units) as at the date hereof may entitle to subscription for a maximum of 631,475 shares, corresponding to a maximum dilution of approximately 0.12%. The Company secures delivery of shares under the program in the form of a warrant arrangement and/or transfer of repurchased own shares.

LTIP 2024/2028 is a share-based incentive program of not more than 2,100,000 restricted stock units for executive management and key employees within the Stillfront group, in total 44 participants. Active restricted stock units (total number issued minus forfeited and unallocated restricted stock units) as at the date hereof may entitle to subscription for a maximum of 923,604 shares, corresponding to a maximum dilution of approximately 0.18%. The Company secures delivery of shares under the program in the form of transfer of repurchased own shares. In addition, as a main alternative, the board of directors proposes security in the form of a warrant arrangement under item 21.A on the agenda.

LTIP 2025/2029 is a share-based incentive program of not more than 3,100,000 restricted stock units for executive management and key employees within the Stillfront group, in total 65 participants. Active restricted stock units (total number issued minus forfeited and unallocated restricted stock units) as at the date hereof may entitle to subscription for a maximum of 2,113,125 shares, corresponding to a maximum dilution of approximately 0.41%. Currently, delivery of shares under the program has not been secured, but the board of directors proposes security in the form of a warrant arrangement and/or transfer of repurchased own shares under items 21.B and 21.C on the agenda, respectively.

The total potential dilution for all outstanding share related incentive programs in Stillfront (calculated on the respective total size of the programs), including LTIP 2026/2029 and ESPP 2026/2029 (as described in the proposal under item 20 on the agenda), and provided that the board of directors’ proposals are approved regarding (i) security for ESPP 2026/2029 in the form of a warrant arrangement under item 20.B on the agenda, (ii) security for LTIP 2024/2028 in the form of a warrant arrangement under item 21.A on the agenda, and (iii) security for LTIP 2025/2029 in the form of a warrant arrangement under item 21.B on the agenda, will amount to approximately 1.98% (of which approximately 0.75% relates to the potential dilution in LTIP 2026/2029 in the event that delivery of shares have been secured by the LTIP Warrant Arrangement and approximately 0.25% relates to the potential dilution in ESPP 2026/2029 in the event that delivery of shares have been secured by a warrant arrangement).

19.B Resolution on (i) issue of warrants and (ii) transfer of warrants to secure delivery to participants in LTIP 2026/2029

The board of directors proposes that the annual general meeting, as set out below, resolve on (i) an issue of warrants of series 2026/2029(I) and (ii) transfer of warrants of series 2026/2029(I) in order to secure delivery of shares in the Company under LTIP 2026/2029, proposed under item 19.A above. The number of warrants to be issued is set at a maximum number of warrants, which may be decreased by the number of own shares, if any, repurchased for the purpose of delivery under LTIP 2026/2029, provided that the proposal on transfer of own shares to participants in LTIP 2026/2029 under item 19.C below is approved by the annual general meeting.

(i) Issue of warrants of series 2026/2029(I)

The board of directors proposes that the annual general meeting resolve on an issue of warrants governed by the following main terms and conditions:

1. The Company shall issue a maximum of 3,900,000 warrants of series 2026/2029(I) (the “Warrants 2026/2029(I)”).

2. The right to subscribe for Warrants 2026/2029(I) shall, with deviation from the shareholders’ preferential rights, accrue to the Company or a wholly-owned subsidiary of the Company.

3. Over-subscription shall not be permitted.

4. The Warrants 2026/2029(I) shall be subscribed for on a separate subscription list no later than 31 October 2026. The board of directors shall have the right to extend the subscription period. The Warrants 2026/2029(I) shall be allotted to the Company or the subsidiary free of charge.

5. Each Warrant 2026/2029(I) shall entitle the holder to acquire one (1) new share in the Company during the period commencing on and including 1 January 2029 up to and including 31 December 2029. Subscription may only be carried out in accordance with the terms and conditions for LTIP 2026/2029 and in order to ensure delivery to the participants in LTIP 2026/2029.

6. The subscription price upon exercising the warrant shall correspond to the share’s quota value.

7. The newly subscribed shares shall entitle to dividend for the first time on the record day which occurs after the shares have been registered on a reconciliation account.

8. The full terms and conditions for the Warrants 2026/2029(I) are presented in the board of directors’ proposal for complete terms and conditions for the Warrants 2026/2029(I). As set out therein, the subscription price, as well as the number of shares that a Warrant 2026/2029(I) entitles subscription for, may be recalculated in the event of a bonus issue, new issue and in certain other cases.

9. The increase in the Company’s share capital will, upon exercising the Warrants 2026/2029(I), amount to no more than SEK 273,000, subject to the increase that may be caused by recalculation of the subscription price and the number of shares that each Warrant 2026/2029(I) entitles subscription for may occur as a result of issues of shares/rights, etc.

10. The board of directors are authorised to make such minor adjustments as may be necessary in connection with the registration of the Warrants 2026/2029(I) with the Swedish Companies Registration Office.

11. The reason for deviation of the shareholders’ preferential rights is to secure delivery of shares in the Company under LTIP 2026/2029.

(ii) Transfer of warrants of series 2026/2029(I)

The board of directors proposes that the annual general meeting approves:

that the Company or the relevant subsidiary transfers the Warrants 2026/2029(I) to participants in LTIP 2026/2029,
that the Company or the relevant subsidiary transfers the Warrants 2026/2029(I) to a third party with whom the Company has entered into an agreement regarding exercising the Warrants 2026/2029(I) and delivery of shares in the Company to participants in LTIP 2026/2029 in accordance with the terms and conditions for LTIP 2026/2029, and/or
that the Company or the relevant subsidiary otherwise disposes of the Warrants 2026/2029(I) in order to secure the Company’s obligation in connection with LTIP 2026/2029.

The board of directors’ proposal is that the resolutions under items 19.B (i) and (ii) above shall be made as a joint resolution.

19.C Resolution on transfer of own shares to participants in LTIP 2026/2029

The board of directors proposes that the annual general meeting resolve that transfer of own shares (held by the Company from time to time) may be made to participants in LTIP 2026/2029 on the following terms and conditions:

1. The Company may transfer not more than 3,900,000 shares in the Company to the participants in LTIP 2026/2029.

2. Each participant in LTIP 2026/2029 shall have the right to receive such number of shares which the participant is entitled to under LTIP 2026/2029. Transfers may be effected during the period in which the participant is entitled to receive shares under LTIP 2026/2029.

3. The shares shall be transferred free of charge.

4. The number of shares to be transferred may be recalculated in the event of, e.g., bonus issues, reverse share splits or share splits, new issues, reductions in the share capital or similar actions.

The reason for deviating from the shareholders’ preferential rights in connection with the transfer of shares is to facilitate the delivery of shares in the Company under LTIP 2026/2029.

Resolutions on A. implementation of an employee stock purchase program (ESPP 2026/2029) and delivery arrangements in respect thereof, including B. warrant arrangement and C. transfer of own shares to participants (item 20)

The board of directors proposes that the annual general meeting resolve on implementing an employee stock purchase program directed to all permanent employees and certain contractors within the Stillfront group in eligible jurisdictions (the “ESPP 2026/2029”) on the main terms and conditions set out below. In order to secure the obligations of Stillfront to deliver shares to participants under ESPP 2026/2029, the board of directors further proposes that the annual general meeting resolve on delivery arrangements in the form of issuance and transfer of warrants and/or transfer of own shares to participants in ESPP 2026/2029.

The board of directors’ proposal for resolution on implementation of ESPP 2026/2029 is set out in item 20.A below and the proposals for resolutions on the delivery arrangements are set out in items 20.B and 20.C below.

20.A Resolution on implementation of ESPP 2026/2029

Objectives of ESPP 2026/2029

As an international group operating in an industry where employers compete to attract top-talent, Stillfront must be able to offer a globally viable and attractive remuneration package. The total remuneration in Stillfront shall enable the Company to retain and recruit personnel while being competitive, performance driven and fair. As a part of the total remuneration package, the board of directors has decided to propose a new employee stock purchase program for 2026/2029. The board of directors believes that ESPP 2026/2029 will be beneficial for both the Company and its shareholders as it will create engagement and motivation for the wider workforce of the Stillfront group, while strengthening the alignment of interests of the group’s employees with those of the shareholders and thus encourage long-term commitment to the Stillfront group.

Stillfront intends to propose incentive programs of similar character for resolution by future annual general meetings.

Main terms for ESPP 2026/2029

The ESPP 2026/2029 shall be governed by the following main terms and conditions:

1. All permanent employees (including participants in LTIP 2026/2029) and certain contractors within the Stillfront group located in eligible jurisdictions^[7] will be invited to apply for participation in ESPP 2026/2029 (the “Eligible Employees”). However, in total, ESPP 2026/2029 shall not comprise more than 198 participants, corresponding to approximately 20% of the total number of Eligible Employees (the “Global Participation Cap”). Stillfront intends to invite Eligible Employees to apply for participation in ESPP 2026/2029 no later than 21 August 2026, with participation being accepted on a first-come, first-served basis, up to the Global Participation Cap.^[8]

2. Participation in ESPP 2026/2029 requires that the participant makes a personal investment in Stillfront shares (“Savings Shares”), in an aggregate value corresponding to not less than SEK 10,000 and not more than 3% of the participant’s annual fixed gross salary as of the invitation date^[9]. Stillfront shares already held by the participant prior to implementation of the ESPP 2026/2029 may not be committed as Savings Shares. The Savings Shares shall be acquired by a third-party administrator engaged by the Company, and held on a custody account in the name of such administrator during the Vesting Period (as defined below), on behalf of the participants. Acquisitions of Savings Shares shall be made by such third-party administrator on Nasdaq Stockholm between 14 September–22 September 2026 (however, with a right for the board of directors to extend this period as necessary to ensure compliance with applicable laws on insider trading or similar, or if deemed appropriate due to prevailing market conditions).

3. For each Savings Share, the participant shall be entitled to receive one (1) Stillfront share (“Matching Share”), free of charge, from the Company or from a designated third party, after the expiration of a three-year vesting period, starting 14 September 2026 (the “Vesting Period”). The Matching Shares shall be delivered to the participants as soon as practically possible after expiration of the Vesting Period, but no later than 31 December 2029 (however, the board of directors may extend the date for delivering Matching Shares if participants are prevented from acquiring shares due to applicable laws on insider trading or similar).

4. A condition for the participant to be entitled to receive Matching Shares is, with certain specific exemptions, that the participant remains employed or contracted (as applicable) within the Stillfront group and that the participant has retained all Savings Shares acquired under ESPP 2026/2029 during the entire Vesting Period.

5. In total, a maximum of 1,300,000 Matching Shares may be allotted to the participants in ESPP 2026/2029. If the aggregate number of Savings Shares that entitle to allotment of Matching Shares at the end of the Vesting Period exceeds such maximum number of Matching Shares, the number of Matching Shares that each participant is entitled to receive shall be reduced pro rata based on the number of Savings Shares held.

6. The number of Matching Shares that the Savings Shares entitle to may be recalculated in the event of, e.g., bonus issues, new issues, reductions in the share capital or similar actions.

7. Participants in ESPP 2026/2029 shall enter into agreements with the Company regarding the detailed terms and conditions for ESPP 2026/2029, and the board of directors, or the person appointed by the board of directors, is authorised to execute and enter into such agreements with the participants.

8. In the event that participants cannot receive shares under applicable law, at a reasonable cost or with reasonable administrative measures, the board of directors may resolve to offer participants a cash settlement. However, the terms and conditions shall not be more favourable for participants than what follows from this proposal.

9. The board of directors shall have the right to make adjustments to the terms and conditions for the ESPP 2026/2029 if significant changes in the group or its market results in a situation which means that the terms and conditions for delivering Matching Shares are no longer appropriate. Such adjustments shall only be made in order to fulfil the main objectives of ESPP 2026/2029.

Costs, potential dilution and effect on key ratios

ESPP 2026/2029 will be accounted for in accordance with IFRS 2, which stipulates that the Matching Shares will be recorded as a personnel expense over the Vesting Period. The calculation has been made based on the following assumptions: (i) a total of 1,300,000 Savings Shares are acquired and retained during the entire Vesting Period, (ii) a staff turnover of 15%, (iii) a share price of SEK 5.04 at the time of delivery of the Matching Shares and (iv) average social security contributions of 13%. The total IFRS 2 costs for ESPP 2026/2029 if the maximum allotment is delivered, are estimated to approximately MSEK 6, which corresponds to approximately 0.7% of the total personnel costs for 2025. The costs will be recognized evenly over the years 2026–2029. The costs have been calculated as the sum of salary costs, including social security costs, and administration costs for the program. Social security costs have been calculated assuming a starting share price of SEK 4.00 with annual increase of 8%. Administration costs are estimated to be less than MSEK 1.

If ESPP 2026/2029 had been implemented in 2025 and the Company had costs in accordance with the example above, the earnings per share for the financial year 2025 would only have been marginally affected and would remain at SEK -4.75, and EBITDA^[10] for the financial year 2025 would have decreased by MSEK 2 to MSEK 2,011. The effect on important key ratios is only marginal.

If warrants are allocated and converted in order to secure the obligations under ESPP 2026/2029, the number of outstanding shares is estimated to increase with not more than 1,300,000 shares. Such maximum increase would have a dilutive effect of approximately 0.25% based on the number of shares outstanding as of the date of the notice convening the annual general meeting. The above calculations assume that Stillfront’s undertakings under ESPP 2026/2029 are secured with warrants.

Delivery of shares

The board of directors has considered the following alternatives for delivering shares in the Company to participants in ESPP 2026/2029.

As a main alternative, the board of directors proposes that the Company shall secure delivery of shares to the participants in ESPP 2026/2029 through the issuance and subsequent transfer of warrants in accordance with item 20.B below (the “ESPP Warrant Arrangement”).

In addition to the ESPP Warrant Arrangement, the board of directors proposes that the Company shall be able to use repurchased shares to enable delivery of shares to the participants in ESPP 2026/2029 in accordance with item 20.C below.

Should the annual general meeting not resolve to approve the ESPP Warrant Arrangement under item 20.B below, or if the Company cannot use repurchased shares as delivery (due to the annual general meeting not approving the proposal for transfer of own shares according to item 20.C below, or for any other reason), the board of directors’ intention is that the Company shall enter into an equity swap agreement with a third party in order to secure the financial exposure of ESPP 2026/2029. Such arrangement would mean that Stillfront enters into agreements with a third party for such third party to acquire shares in the Company in its own name and thereafter, at the end of the Vesting Period, transfer the shares to participants in ESPP 2026/2029. This alternative entails significantly higher costs for the Company, and is therefore only intended to be utilized if none of the above-mentioned delivery alternatives can be used.

Preparation and administration of ESPP 2026/2029

Stillfront’s HR committee has prepared the proposal for ESPP 2026/2029 in close consultation with the board of directors of the Company and external advisors. The board of directors or the HR committee shall be responsible for preparing the detailed terms and conditions of ESPP 2026/2029 in accordance with the terms and guidelines resolved on by the annual general meeting.

Information regarding other long-term share or share-price related incentive programs in Stillfront

Please refer to the description of the Company’s long-term share or share-price related incentive programs under the corresponding heading in item 19 on the agenda.

20.B Resolution on (i) issue of warrants and (ii) transfer of warrants to secure delivery to participants in ESPP 2026/2029

The board of directors proposes that the annual general meeting, as set out below, resolve on (i) an issue of warrants of series 2026/2029(II) and (ii) transfer of warrants of series 2026/2029(II) in order to secure delivery of shares in the Company under ESPP 2026/2029, proposed under item 20.A above. The number of warrants to be issued is set at a maximum number of warrants, which may be decreased by the number of own shares, if any, repurchased for the purpose of delivery under ESPP 2026/2029, provided that the proposal on transfer of own shares to participants in ESPP 2026/2029 under item 20.C below is approved by the annual general meeting.

(i) Issue of warrants of series 2026/2029(II)

The board of directors proposes that the annual general meeting resolve on an issue of warrants governed by the following main terms and conditions:

1. The Company shall issue a maximum of 1,300,000 warrants of series 2026/2029(II) (the “Warrants 2026/2029(II)”).

2. The right to subscribe for Warrants 2026/2029(II) shall, with deviation from the shareholders’ preferential rights, accrue to the Company or a wholly-owned subsidiary of the Company.

3. Over-subscription shall not be permitted.

4. The Warrants 2026/2029(II) shall be subscribed for on a separate subscription list no later than 31 October 2026. The board of directors shall have the right to extend the subscription period. The Warrants 2026/2029(II) shall be allotted to the Company or the subsidiary free of charge.

5. Each Warrant 2026/2029(II) shall entitle the holder to acquire one (1) new share in the Company during the period commencing on and including 1 January 2029 up to and including 31 December 2029. Subscription may only be carried out in accordance with the terms and conditions for ESPP 2026/2029 and in order to ensure delivery to the participants in ESPP 2026/2029.

6. The subscription price upon exercising the warrant shall correspond to the share’s quota value.

7. The newly subscribed shares shall entitle to dividend for the first time on the record day which occurs after the shares have been registered on a reconciliation account.

8. The full terms and conditions for the Warrants 2026/2029(II) are presented in the board of directors’ proposal for complete terms and conditions for the Warrants 2026/2029(II). As set out therein, the subscription price, as well as the number of shares that a Warrant 2026/2029(II) entitles subscription for, may be recalculated in the event of a bonus issue, new issue and in certain other cases.

9. The increase in the Company’s share capital will, upon exercising the Warrants 2026/2029(II), amount to no more than SEK 91,000, subject to the increase that may be caused by recalculation of the subscription price and the number of shares that each Warrant 2026/2029(II) entitles subscription for may occur as a result of issues of shares/rights, etc.

10. The board of directors are authorised to make such minor adjustments as may be necessary in connection with the registration of the Warrants 2026/2029(II) with the Swedish Companies Registration Office.

11. The reason for deviation of the shareholders’ preferential rights is to secure delivery of shares in the Company under ESPP 2026/2029.

(ii) Transfer of warrants of series 2026/2029(II)

The board of directors proposes that the annual general meeting approves:

that the Company or the relevant subsidiary transfers the Warrants 2026/2029(II) to participants in ESPP 2026/2029,
that the Company or the relevant subsidiary transfers the Warrants 2026/2029(II) to a third party with whom the Company has entered into an agreement regarding exercising the Warrants 2026/2029(II) and delivery of shares in the Company to participants in ESPP 2026/2029 in accordance with the terms and conditions for ESPP 2026/2029, and/or
that the Company or the relevant subsidiary otherwise disposes of the Warrants 2026/2029(II) in order to secure the Company’s obligation in connection with ESPP 2026/2029.

The board of directors’ proposal is that the resolutions under items 20.B (i) and (ii) above shall be made as a joint resolution.

20.C Resolution on transfer of own shares to participants in ESPP 2026/2029

The board of directors proposes that the annual general meeting resolve that transfer of own shares (held by the Company from time to time) may be made to participants in ESPP 2026/2029 on the following terms and conditions:

1. The Company may transfer not more than 1,300,000 shares in the Company to the participants in ESPP 2026/2029.

2. Each participant in ESPP 2026/2029 shall have the right to receive such number of shares which the participant is entitled to under ESPP 2026/2029. Transfers may be effected during the period in which the participant is entitled to receive shares under ESPP 2026/2029.

3. The shares shall be transferred free of charge.

4. The number of shares to be transferred may be recalculated in the event of, e.g., bonus issues, new issues, reductions in the share capital or similar actions.

The reason for deviating from the shareholders’ preferential rights in connection with the transfer of shares is to facilitate the delivery of shares in the Company under ESPP 2026/2029.

Resolutions on delivery arrangements under existing long-term incentive programs, including A. warrant arrangement for LTIP 2024/2028, B. warrant arrangement for LTIP 2025/2029, and C. transfer of own shares to participants in LTIP 2025/2029 (item 21)

The annual general meeting 2024 and 2025 resolved to establish share-based long-term incentive programs for senior executives and other key personnel within the group (“LTIP 2024/2028” and “LTIP 2025/2029”, respectively).

In respect of LTIP 2024/2028, the Company secures delivery of shares under the program in the form of transfer of repurchased own shares. However, as a main alternative, the board of directors proposes that the annual general meeting further resolve on an additional delivery arrangement in the form of issuance and transfer of warrants in accordance with item 21.A below.

In respect of LTIP 2025/2029, delivery of shares under the program has not been secured. The board of directors therefore proposes that the annual general meeting resolve on delivery arrangements in the form of issuance and transfer of warrants and/or transfers of own shares to participants in LTIP 2025/2029, in accordance with items 21.B and 21.C below, respectively.

Should the annual general meeting not resolve to approve the proposals under item 21.B and/or 21.C below, the board of directors’ intention is that the Company shall enter into an equity swap agreement with a third party in order to secure the financial exposure of LTIP 2025/2029. This alternative entails significantly higher costs for the Company, and is therefore only intended to be utilized if none of the above-mentioned delivery alternatives can be used.

For further information on LTIP 2024/2028 and LTIP 2025/2029, please refer to the description under the heading “Information regarding other long-term share or share-price related incentive programs in Stillfront” under item 19 on the agenda.

21.A Resolution on (i) issue of warrants and (ii) transfer of warrants to secure delivery to participants in LTIP 2024/2028

The board of directors proposes that the annual general meeting, as set out below, resolve on (i) an issue of warrants of series 2024/2028 and (ii) transfer of warrants of series 2024/2028, in order to secure delivery of shares in the Company under LTIP 2024/2028. The number of warrants to be issued is set at a maximum number of warrants, which may be decreased by the number of own shares, if any, repurchased for the purpose of delivery under 2024/2028.

(i) Issue of warrants of series 2024/2028

The board of directors proposes that the annual general meeting resolves on an issue of warrants governed by the following main terms and conditions:

1. The Company shall issue a maximum of 923,604 warrants of series 2024/2028 (the “Warrants 2024/2028”).

2. The right to subscribe for Warrants 2024/2028 shall, with deviation from the shareholders’ preferential rights, accrue to the Company or a wholly-owned subsidiary of the Company.

3. Over-subscription shall not be permitted.

4. The Warrants 2024/2028 shall be subscribed for on a separate subscription list no later than 31 October 2026. The board of directors shall have the right to extend the subscription period. The Warrants 2024/2028 shall be allotted to the Company or the subsidiary free of charge.

5. Each Warrant 2024/2028 shall entitle the holder to acquire one (1) new share in the Company during the period commencing on and including 1 January 2028 up to and including 31 December 2028. Subscription may only be carried out in accordance with the terms and conditions for LTIP 2024/2028 and in order to ensure delivery to the participants in LTIP 2024/2028.

6. The subscription price upon exercising the warrant shall correspond to the share’s quota value.

7. The newly subscribed shares shall entitle to dividend for the first time on the record day which occurs after the shares have been registered on a reconciliation account.

8. The full terms and conditions for the Warrants 2024/2028 are presented in the board of directors’ proposal for complete terms and conditions for the Warrants 2024/2028. As set out therein, the subscription price, as well as the number of shares that a Warrant 2024/2028 entitles subscription for, may be recalculated in the event of a bonus issue, new issue and in certain other cases.

9. The increase in the Company’s share capital will, upon exercising the Warrants 2024/2028, amount to no more than SEK 64,652.28, subject to the increase that may be caused by recalculation of the subscription price and the number of shares that each Warrant 2024/2028 entitles subscription for may occur as a result of issues of shares/rights, etc.

10. The board of directors are authorised to make such minor adjustments as may be necessary in connection with the registration of the Warrants 2024/2028 with the Swedish Companies Registration Office.

11. The reason for deviation of the shareholders’ preferential rights is to secure delivery of shares in the Company under LTIP 2024/2028.

(ii) Transfer of warrants of series 2024/2028

The board of directors proposes that the annual general meeting approves:

that the Company or the relevant subsidiary transfers the Warrants 2024/2028 to participants in LTIP 2024/2028,
that the Company or the relevant subsidiary transfers the Warrants 2024/2028 to a third party with whom the Company has entered into an agreement regarding exercising the Warrants 2024/2028 and delivery of shares in the Company to participants in LTIP 2024/2028 in accordance with the terms and conditions for LTIP 2024/2028, and/or
that the Company or the relevant subsidiary otherwise disposes of the Warrants 2024/2028 in order to secure the Company’s obligation in connection with LTIP 2024/2028.

The board of directors’ proposal is that the resolutions under items 21.A (i) and (ii) above shall be made as a joint resolution.

21.B Resolution on (i) issue of warrants and (ii) transfer of warrants to secure delivery to participants in LTIP 2025/2029

The board of directors proposes that the annual general meeting, as set out below, resolve on (i) an issue of warrants of series 2025/2029 and (ii) transfer of warrants of series 2025/2029, in order to secure delivery of shares in the Company under LTIP 2025/2029. The number of warrants to be issued is set at a maximum number of warrants, which may be decreased by the number of own shares, if any, repurchased for the purpose of delivery under LTIP 2025/2029, provided that the proposal on transfer of own shares to participants in LTIP 2025/2029 under item 21.C below is approved by the annual general meeting.

(i) Issue of warrants of series 2025/2029

The board of directors proposes that the annual general meeting resolves on an issue of warrants governed by the following main terms and conditions:

1. The Company shall issue a maximum of 2,113,125 warrants of series 2025/2029 (the “Warrants 2025/2029”).

2. The right to subscribe for Warrants 2025/2029 shall, with deviation from the shareholders’ preferential rights, accrue to the Company or a wholly-owned subsidiary of the Company.

3. Over-subscription shall not be permitted.

4. The Warrants 2025/2029 shall be subscribed for on a separate subscription list no later than 31 October 2026. The board of directors shall have the right to extend the subscription period. The Warrants 2025/2029 shall be allotted to the Company or the subsidiary free of charge.

5. Each Warrant 2025/2029 shall entitle the holder to acquire one (1) new share in the Company during the period commencing on and including 1 January 2029 up to and including 31 December 2029. Subscription may only be carried out in accordance with the terms and conditions for LTIP 2025/2029 and in order to ensure delivery to the participants in LTIP 2025/2029.

6. The subscription price upon exercising the warrant shall correspond to the share’s quota value.

7. The newly subscribed shares shall entitle to dividend for the first time on the record day which occurs after the shares have been registered on a reconciliation account.

8. The full terms and conditions for the Warrants 2025/2029 are presented in the board of directors’ proposal for complete terms and conditions for the Warrants 2025/2029. As set out therein, the subscription price, as well as the number of shares that a Warrant 2025/2029 entitles subscription for, may be recalculated in the event of a bonus issue, new issue and in certain other cases.

9. The increase in the Company’s share capital will, upon exercising the Warrants 2025/2029, amount to no more than SEK 147,918.75, subject to the increase that may be caused by recalculation of the subscription price and the number of shares that each Warrant 2025/2029 entitles subscription for may occur as a result of issues of shares/rights, etc.

10. The board of directors are authorised to make such minor adjustments as may be necessary in connection with the registration of the Warrants 2025/2029 with the Swedish Companies Registration Office.

11. The reason for deviation of the shareholders’ preferential rights is to secure delivery of shares in the Company under LTIP 2025/2029.

(ii) Transfer of warrants of series 2025/2029

The board of directors proposes that the annual general meeting approves:

that the Company or the relevant subsidiary transfers the Warrants 2025/2029 to participants in LTIP 2025/2029,
that the Company or the relevant subsidiary transfers the Warrants 2025/2029 to a third party with whom the Company has entered into an agreement regarding exercising the Warrants 2025/2029 and delivery of shares in the Company to participants in LTIP 2025/2029 in accordance with the terms and conditions for LTIP 2025/2029, and/or
that the Company or the relevant subsidiary otherwise disposes of the Warrants 2025/2029 in order to secure the Company’s obligation in connection with LTIP 2025/2029.

The board of directors’ proposal is that the resolutions under items 21.B (i) and (ii) above shall be made as a joint resolution.

21.C Resolution on transfer of own shares to participants in LTIP 2025/2029

The board of directors proposes that the annual general meeting resolve that transfer of own shares (held by the Company from time to time) may be made to participants in LTIP 2025/2029 on the following terms and conditions:

1. The Company may transfer not more than 2,113,125 shares in the Company to the participants in LTIP 2025/2029.

2. Each participant in LTIP 2025/2029 shall have the right to receive such number of shares which the participant is entitled to under LTIP 2025/2029. Transfers may be effected during the period in which the participant is entitled to receive shares under LTIP 2025/2029.

3. The shares shall be transferred free of charge.

The reason for deviating from the shareholders’ preferential rights in connection with the transfer of shares is to facilitate the delivery of shares in the Company under LTIP 2025/2029.

DETAILS ON NUMBER OF SHARES, VOTES AND HOLDING OF OWN SHARES

The total amount of shares and votes in the Company at the time of issue of this notice was 517,968,480. All shares carry equal voting rights. At the time of the notice, the Company holds 39,363,121 own shares.

MAJORITY REQUIREMENTS

A resolution in accordance with items 14-15, 19.B-C, 20.B-C and 21.A-C on the agenda is valid only where supported by shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the annual general meeting. A resolution in accordance with items 16-18 on the agenda is valid only where supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the annual general meeting.

DOCUMENTS

The nomination committee’s motivated statement, power of attorney forms and postal voting forms are available at the Company and on the Company’s website, https://www.stillfront.com/en/arsstamma-agm-2026/.

The complete proposals and other documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the Company (address above) and on the Company’s website, https://www.stillfront.com/en/arsstamma-agm-2026/, not less than three weeks before the annual general meeting.

The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address to the Company.

For questions about the annual general meeting, please contact: Stillfront Group AB (publ), “AGM”, Sveavägen 21, SE-111 34 Stockholm, Sweden, or per e-mail to agm@stillfront.com.

PROCESSING OF PERSONAL DATA

For information on how personal data is processed in connection with the annual general meeting, see the privacy policy available on Euroclear Sweden AB’s website at https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding the processing of your personal data, you can contact the Company by emailing dpo@stillfront.com. Stillfront Group AB has company registration number 556721-3078 and the board of directors’ registered office is in Stockholm.

* * *

Stockholm in April 2026

The board of directors in Stillfront Group AB (publ)

[1] The reason why future employees may be allocated Restricted Stock Units at such point in time that the time period between the program implementation and vesting may be shorter is to enable Stillfront to offer competitive remuneration in order to attract employees, both in Sweden and internationally and that the board of directors deems it important that future employees are given the opportunity to take part in a value growth in Stillfront’s share from the start of the employment.
[2] Annual total shareholder return above or equal to (i) 8% per year (“Annual TSR Target”), or (ii) 26% during the period 1 January 2026–31 December 2028 (“Final TSR Target” and jointly with the Annual TSR Target, the “TSR Target”). Annual total shareholder return is defined as the percentage increase in the volume-weighted average price ("VWAP") paid for the Stillfront share on Nasdaq Stockholm during the ten (10) trading days immediately preceding the last day of the relevant financial year compared to the VWAP during the ten (10) trading days immediately preceding the first day of that financial year, adjusted for any dividends or other distributions paid by the Company during the relevant period. For the Final TSR Target, the opening reference date is 1 January 2026 and the closing reference date is 31 December 2028.
[3] Organic revenue growth above or equal to budgeted organic growth. Organic revenue growth is defined as the Stillfront group’s total revenue growth during the relevant financial year, excluding (i) revenue contributions from selective and accretive mergers and acquisitions completed during or after the start of the relevant measurement period, and (ii) the impact of foreign exchange rate fluctuations.
[4] Adjusted EBITDAC margin above or equal to budgeted adjusted EBITDAC margin. Adjusted EBITDAC is defined as profit before interest, tax, depreciation, amortization, less capitalized product development, adjusted for items affecting comparability.
[5] Annual voluntary attrition rate below or equal to 10% of total full-time equivalent employees (“FTEs”) throughout the Stillfront group. Voluntary attrition rate is defined as the number of FTEs who voluntarily leave the group during the relevant financial year, divided by the average number of FTEs during that same period, expressed as a percentage. For the avoidance of doubt, voluntary leavers excludes FTEs whose employment is terminated by Stillfront, redundancies, and retirements. The average number of FTEs is calculated as the mean of the number of FTEs at the beginning and end of the relevant financial year.
[6] Operating profit before depreciation and amortization.
[7] Participation in ESPP 2026/2029 will only be offered to employees and certain contractors located in jurisdictions where Stillfront currently believes that it is legally feasible to deliver shares at a reasonable cost or with reasonable administrative measures.
[8] Participation will be granted in chronological order of complete applications received by the Company or its appointed administrator. The board of directors (or its delegate) shall determine allocation outcomes and may implement reasonable administrative procedures to ensure equal treatment across jurisdictions.
[9] If the salary is paid in a currency other than SEK, it shall be converted into SEK (or such other reference currency as determined by the board of directors) at the relevant exchange rate determined by the Company or its administrator.
[10] Operating profit before depreciation and amortization.

About Stillfront

Stillfront is a global games company. We develop digital games that are played by approximately 35 million people each month. Our diversified portfolio spans well-established franchises like BIG, Jawaker and Supremacy, to smaller, niche games across our different genres. We believe gaming can be a force for good and we want to create a gaming universe that is digital, affordable, equal, and sustainable. Our HQ is in Stockholm, Sweden, but our game development is done by teams and studios all over the world. Our main markets are the US, Japan, MENA, Germany, and the UK. Stillfront's shares (SF) are listed on Nasdaq Stockholm. For further information, please visit: stillfront.com

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