Press releases

Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:

If you wish to participate via webcast, please use the link below.
https://ir.financialhearings.com/stillfront-q1-report-2024

To participate via phone:

If you wish to participate via teleconference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=50048606

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 Friday, 3 May 2024; 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 Tuesday, 7 May 2024.

NOTIFICATION OF ATTENDANCE IN PERSON

Notification of attendance in person at the annual general meeting can be made via post to the Company at Stillfront Group AB (publ), “AGM”, Kungsgatan 38, SE-111 35 Stockholm, Sweden, or by e-mail to agm@stillfront.com. 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-2024/. 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=stillfront14maj2024. The form can also be sent by way of post to Stillfront Group AB (publ), “AGM”, Kungsgatan 38, SE-111 35 Stockholm, Sweden. A complete postal voting form must be received by the Company no later than Tuesday, 7 May 2024. 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-2024/. 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 Friday, 3 May 2024. 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 Tuesday, 7 May 2024 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 and consolidated accounts and auditor’s 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 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 Everguild Ltd.
15. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Jawaker FZ LLC
16. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Sandbox Interactive GmbH
17. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Six Waves Inc.
18. Resolution on authorization for the board of directors to issue shares, warrants and convertible instruments
19. Resolution on authorization for the board of directors to resolve on repurchase of own shares
20. Resolution on authorization for the board of directors to resolve on transfer of own shares
21. Resolution on long-term incentive program (LTIP 2024/2028)
22. Resolution on (a) issue of warrants of series 2024/2028 and (b) transfer of warrants of series 2024/2028
23. Resolution on (a) issue of warrants of series 2023/2027 and (b) transfer of warrants of series 2023/2027
24. Resolution on transfer of own shares to participants in LTIP 2024/2028
25. Resolution on transfer of own shares to participants in LTIP 2023/2027
26. Closing of the meeting

PRINCIPAL PROPOSALS FOR RESOLUTIONS

Appointment of the chair for the meeting (item 2)

The nomination committee proposes Katarina G. Bonde, chair of the board of directors, 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 and the Chief Executive Officer propose, in accordance with the proposal on allocation of profit included in the annual report, that this year’s result of SEK 13,476,280,431 shall be carried forward.

Resolution on discharge from liability for the directors of the board and the Chief Executive Officer (item 8 c)

The auditor recommends that the annual general meeting grants discharge from liability for the financial year. Decisions on discharge from liability are proposed to be made through separate individual decisions for each board member and the Chief Executive Officer, respectively, in the following order:

(i) Katarina G. Bonde, chair and member of the board of directors

(ii) Jan Samuelson, previous chair and member of the board of directors

(iii) Erik Forsberg, member of the board of directors

(iv) Birgitta Henriksson, member of the board of directors

(v) Marcus Jacobs, member of the board of directors

(vi) David Nordberg, member of the board of directors

(vii) Ulrika Viklund, member of the board of directors

(viii) Jörgen Larsson, Chief Executive Officer

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 total fees paid to the board members for the period until the next annual general meeting shall be SEK 2,355,000 (SEK 2,250,000 last year), with SEK 780,000 (SEK 750,000) to the chair of the board of directors and SEK 315,000 (SEK 300,000) to each of the other board members elected by the general meeting.

The nomination committee proposes that the total fees to be paid to the members of the audit committee for the period until the next annual general meeting shall be SEK 350,000 (SEK 325,000), with SEK 250,000 (SEK 250,000) to the chair of the audit committee and SEK 100,000 (SEK 75,000) to the member of the audit committee.

The nomination committee proposes that the total fees to be paid to the members of the HR committee (previously the remuneration committee) for the period until the next annual general meeting shall be SEK 150,000 (SEK 105,000) with SEK 100,000 (SEK 70,000) to the chair of the HR committee and SEK 50,000 (SEK 35,000) to the member of the HR committee.

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

Appointment of the board of directors and 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 2025:

(i) Maria Hedengren (new election)

(ii) Lars-Johan Jarnheimer (new election)

(iii) Erik Forsberg (re-election)

(iv) Katarina G. Bonde (re-election)

(v) Marcus Jacobs (re-election)

(vi) David Nordberg (re-election)

Furthermore, the nomination committee proposes re-election of Katarina G. Bonde as chair of the board of directors, for the period until the close of the annual general meeting 2025.

Maria Hedengren has 25 years of experience from leading positions in international growth companies, including CFO of NetEnt and iZettle and CEO of Readly, and is currently active on several boards, as an investor and as a venture partner at a global venture capital company. Lars-Johan Jarnheimer has more than 40 years of experience from multinational companies such as Tele2, Millicom, H&M, IKEA and the media company Egmont Group. He is currently chair of the board of Telia Company, Inka Holding (IKEA), Elite Hotels and Arvid Nordqvist and a board member of SAS.

Birgitta Henriksson and Ulrika Viklund have informed the nomination committee that they will not be available for re-election at the 2024 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 2025. Öhrlings PricewaterhouseCoopers AB has declared that if the annual general meeting resolves in accordance with the nomination committee’s proposal, Nicklas Kullberg will be appointed to continue as auditor-in-charge.

Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Everguild Ltd. (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 Everguild Ltd., 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 220,122 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 15,408.54 through an issue of not more than 220,122 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 Everguild Ltd.

3. The subscription price shall be SEK 11.058, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the five (5) trading days prior to and the five (5) trading days following announcement of the year-end report of the Company for the financial year 2023. 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 2024.

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 GBP 183,927.06 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 be entitled 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 220,122 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 Everguild Ltd.

3. The shares shall be transferred at a price per share of SEK 11.058, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the five (5) trading days prior to and the five (5) trading days following the announcement of the year-end report of the Company for the financial year 2023.

4. Transfer and payment of the shares shall be effected no later than 31 October 2024, 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 GBP 183,927.06 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 Everguild Ltd.

The Company’s assessment is that the earn-out consideration will amount to approx. GBP 338,308.81 in total, of which approx. 43.49% of the amount shall be paid in shares in the Company. The final amount is, however, dependent on the outcome of the audit of Everguild Ltd.’s financial statements for 2023 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 220,122 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 Everguild Ltd. are entitled to is expected to amount to approximately 176,098 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 Jawaker FZ LLC (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 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 14,698,006 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 1,028,860.42 through an issue of not more than 14,698,006 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 10.774, 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 2023. 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 2024.

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 15,143,425.68 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 be entitled 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 14,698,006 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 10.774, 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 2023.

4. Transfer and payment of the shares shall be effected no later than 31 October 2024, 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 15,143,425.68 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 approx. USD 40,382,474.00 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 2023 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 14,698,006 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 11,758,404 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 (a) a directed new share issue and (b) transfer of own shares to the sellers of Sandbox Interactive GmbH (item 16)

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 Sandbox Interactive GmbH, 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 3,566,928 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 249,684.96 through an issue of not more than 3,566,928 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 Sandbox Interactive GmbH.

3. The subscription price shall be SEK 10.813, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the ten (10) trading days prior to and the ten (10) days following announcement of the year-end report of the Company for the financial year 2023. 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 2024.

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 EUR 3,414,592.88 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 be entitled 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 3,566,928 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 Sandbox Interactive GmbH.

3. The shares shall be transferred at a price per share of SEK 10.813, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the ten (10) trading days prior to and the ten (10) days following the announcement of the year-end report of the Company for the financial year 2023.

4. Transfer and payment of the shares shall be effected no later than 31 October 2024, 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 EUR 3,414,592.88 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 Sandbox Interactive GmbH.

The Company’s assessment is that the earn-out consideration will amount to approx. EUR 12,194,973.15 in total, of which approx. 22.40% of the amount shall be paid in shares in the Company. The final amount is, however, dependent on the outcome of the audit of Sandbox Interactive GmbH’s financial statements for 2023 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 16 (a) and 16 (b) above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 3,566,928 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 Sandbox Interactive GmbH are entitled to is expected to amount to approximately 2,853,543 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 16 (a) and 16 (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 17)

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 390,110 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 27,307.70 through an issue of not more than 390,110 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.

3. The subscription price shall be SEK 10.774, 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 2023. 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 2024.

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 401,932.19 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 be entitled 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 390,110 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.

3. The shares shall be transferred at a price per share of SEK 10.774, 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 2023.

4. Transfer and payment of the shares shall be effected no later than 31 October 2024, 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 401,932.19 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 Six Waves Inc.

The Company’s assessment is that the earn-out consideration will amount to approx. USD 1,398,481.91 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 2023 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 17 (a) and 17 (b) above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 390,110 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 312,083 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 17 (a) and 17 (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 18)

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 19)

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.

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 may only be effected on Nasdaq Stockholm within the registered price interval at any given time.

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 20)

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.

Resolution on long-term incentive program (LTIP 2024/2028) (item 21)

Implementation of a share-based long-term incentive program 2024/2028

The board of directors proposes that the annual general meeting resolves on implementing a share-based long-term incentive program for senior executives and other key personnel within the group (the “LTIP 2024/2028”) on the main terms and conditions set out below.

Objectives of LTIP 2024/2028

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 2024/2028. The board of directors believes that LTIP 2024/2028 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 2,100,000 restricted stock units (“Restricted Stock Units”) shall be offered to no more than 72 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 2024/2028. The participants in LTIP 2024/2028 shall be allotted Restricted Stock Units free of charge entitling to shares in the Company. The allotment of Restricted Stock Units shall take place up to and including the day before the annual general meeting 2025.

Restricted Stock Units shall be offered the participants in LTIP 2024/2028 in accordance with the following:

* 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 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 2024/2028.

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 2028 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: the Company’s financial targets relating to annual organic revenue growth[1] and profitability[2] (each a “Financial Target” and jointly the “Financial Targets”) and the Company’s ESG targets regarding Employee Net Promoter Score (eNPS)[3] and the implementation of Stillfront’s Data Privacy Program[4] (each an “ESG Target” and jointly the “ESG Targets”) being satisfied during the financial years 2024, 2025, 2026 and 2027 (each of the Financial Targets and the ESG Targets a “Performance Target” and jointly the “Performance Targets”).

Satisfaction of a Financial Target under each respective financial year shall result in 8.33% (1/12) of the Restricted Stock Units being vested. Satisfaction of an ESG Target under each respective financial year shall result in 4.17% (1/24) 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 may occur with 0% and if all Performance Targets are satisfied vesting of allocated Restricted Stock Units may occur with 25% each financial year. However, a participant shall not be entitled to exercise vested Restricted Stock Units prior 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.

If the board of directors amends the Company’s financial targets during the duration of LTIP 2024/2028, the Financial Targets may be adjusted correspondingly.

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 entitles 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 2024/2028 shall enter into agreements with the Company regarding the full terms and conditions for LTIP 2024/2028, 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 2024/2028.

Costs, potential dilution and effect on key ratios

LTIP 2024/2028 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 assumption of (i) that all Restricted Stock Units are allocated at the initial allotment, (ii) a staff turnover of 15%, (iii) a share price of SEK 9 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 2024/2028 if the maximum allotment is delivered, are estimated to approximately MSEK 32, which corresponds to approximately 2.6% of the total personnel costs for 2023. The costs will be recognized evenly over the years 20242028. 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 9 with annual increase of 15%. Administration costs are estimated to be less than MSEK 1.

If LTIP 2024/2028 had been implemented in 2023 and the Company had costs in accordance with the example above, the earnings per share for the financial year 2023 would have decreased by SEK 0.06 to SEK -0.05, and EBITDA[5] for the financial year 2023 would have decreased by MSEK 32 to MSEK 2,305. The effect on important key ratios is only marginal.

If warrants are allocated and converted in order to ensure the obligations under LTIP 2024/2028, the number of outstanding shares is estimated to increase with not more than 2,100,000 shares. Such maximum increase would have a dilutive effect of approximately 0.40% 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 2024/2028 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 2024/2028.

As a main alternative, the board of directors proposes that the Company shall secure delivery of shares to the participants in LTIP 2024/2028 through the issuance and subsequent transfer of warrants in accordance with items 22 (a) and 22 (b) on the agenda (the “Warrant Arrangement”).

In addition to the Warrant Arrangement the board of directors proposes that the Company shall be able to use repurchased shares to enable deliver of shares to the participants in LTIP 2024/2028 in accordance with item 24 on the agenda.

Should the annual general meeting not resolve to approve the Warrant Arrangement, 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 24 on the agenda, 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 2024/2028. 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 transfer the shares to participants in LTIP 2024/2028. 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 2024/2028

Stillfront’s HR committee has prepared the proposal for LTIP 2024/2028 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 2024/2028 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 2020/2024 is a warrant program of initially 350,000 warrants for nine key employees in the Company. In total, 277,000 warrants were subscribed for which, following recalculation as a result of the share split and the rights issue that were completed by the Company during 2020 and 2022, respectively, may entitle to subscription for a total of 3,091,432 shares. If all warrants are exercised for subscription for shares, the dilution effect will amount to approximately 0.59%.

LTIP 2021/2025 is an employee share option program of not more than 3,500,000 employee share options for executive management and key employees on studio level, in total 48 participants. Following recalculation as a result of the rights issue that was completed by the Company during 2022, the employee share options may entitle to a total of 3,906,127 shares. There is no dilution related to LTIP 2021/2025 (pursuant to which a potential delivery of shares has been secured via an equity swap agreement with Nordea Bank Abp, filial i Sverige).

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. The restricted stock units may entitle to subscription for a total of 2,000,000 shares, corresponding to a maximum dilution of approximately 0.38%. 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. The restricted stock units may entitle to subscription for a total of 2,024,200 shares, corresponding to a maximum dilution of approximately 0.39%. Currently, the 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 23 and 25 on the agenda.

The total potential dilution for all outstanding share related incentive programs in Stillfront (calculated on the respective total size of the programs), including LTIP 2024/2028, and provided that the board of directors’ proposals regarding security for LTIP 2023/2027 in the form of a warrant arrangement and/or transfer of repurchased own shares under items 23 and 25 on the agenda are approved, will amount to approximately 1.75% (of which approximately 0.40% relates to the potential dilution in LTIP 2024/2028 in the event that delivery of shares have been secured by the Warrant Arrangement).

Resolution on (a) issue of warrants of series 2024/2028 and (b) transfer of warrants of series 2024/2028 (item 22)

The board of directors proposes that the annual general meeting, as set out below, resolves on (a) an issue of warrants of series 2024/2028 and (b) transfer of warrants of series 2024/2028 in order to ensure delivery of shares in the Company under LTIP 2024/2028, proposed under item 21 of the proposed agenda. 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 2024/2028, provided that the resolution on transfer of own shares to participants in LTIP 2024/2028 according to item 24 on the agenda are approved by the annual general meeting.

(a) 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 2,100,000 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 2024. 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 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 147,000, 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 ensure delivery of shares in the Company under LTIP 2024/2028.

(b) 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 ensure the Company’s obligation in connection with LTIP 2024/2028.

The board of directors’ proposal is that the resolutions under items 22 (a) and 22 (b) above shall be made as a joint resolution.

Resolution on (a) issue of warrants of series 2023/2027 and (b) transfer of warrants of series 2023/2027 (item 23)

The annual general meeting 2023 resolved to establish a share-based long-term incentive program for senior executives and other key personnel within the group (“LTIP 2023/2027”). Currently, delivery of shares under the program has however not been secured. The board of directors therefore proposes that the annual general meeting, in accordance with what is stated below, resolves on (a) an issue of warrants of series 2023/2027 and (b) transfer of warrants of series 2023/2027, in order to secure delivery of shares in the Company under LTIP 2023/2027. The number of warrants proposed to be issued is a maximum number of warrants, which may be reduced by the potential number of own shares repurchased for delivery under LTIP 2023/2027, provided that the proposal on transfer of own shares to participants in LTIP 2023/2027 under item 25 on the agenda is approved by the annual general meeting.

Should the annual general meeting not resolve to approve the proposals under items 23 and 25 on the agenda, 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 2023/2027. This alternative entails significantly higher costs for the Company, and is therefore only intended to be utilized if none of the above-mentioned delivery options can be used.

(a) Issue of warrants of series 2023/2027

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 2,024,200 warrants of series 2023/2027 (the “Warrants 2023/2027”).

2. The right to subscribe for Warrants 2023/2027 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 2023/2027 shall be subscribed for on a separate subscription list no later than 31 October 2024. The board of directors shall have the right to extend the subscription period. The Warrants 2023/2027 shall be allotted to the Company or the subsidiary free of charge.

5. Each Warrant 2023/2027 shall entitle the holder to acquire one (1) new share in the Company during the period commencing on and including 1 January 2027 up to and including 31 December 2027. Subscription may only be carried out in accordance with the terms and conditions for LTIP 2023/2027 and in order to ensure delivery to the participants in LTIP 2023/2027.

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

7. The newly subscribed shares shall entitle 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 2023/2027 are presented in the board of directors’ proposal for complete terms and conditions for the Warrants 2023/2027. As set out therein, the subscription price, as well as the number of shares that a Warrant 2023/2027 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 2023/2027, amount to no more than SEK 141,694, subject to the increase that may be caused by recalculation of the subscription price and the number of shares that each Warrant 2023/2027 entitles subscription for may occur as a result of issues of shares/rights, etcetera.

10. The board of directors are authorised to make such minor adjustments as may be necessary in connection with the registration of the Warrants 2023/2027 with the Swedish Companies Registration Office.

11. The reason for deviation of the shareholders’ preferential rights is to ensure delivery of shares in the Company under LTIP 2023/2027.

(b) Transfer of warrants of series 2023/2027

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

• that the Company or the relevant subsidiary transfers the Warrants 2023/2027 to participants in LTIP 2023/2027,

• that the Company or the relevant subsidiary transfers the Warrants 2023/2027 to a third party with whom the Company has entered into an agreement regarding exercising the Warrants 2023/2027 and delivery of shares in the Company to participants in LTIP 2023/2027 in accordance with the terms and conditions for LTIP 2023/2027, and/or

• that the Company or the relevant subsidiary otherwise disposes of the Warrants 2023/2027 in order to ensure the Company’s obligation in connection with LTIP 2023/2027.

The board of directors’ proposal is that the resolutions under items 23 (a) and 23 (b) above shall be made as a joint resolution.

Resolution on transfer of own shares to participants in LTIP 2024/2028 (item 24)

The board of directors proposes that the annual general meeting resolves that transfer of own shares (held by the Company from time to time) may be made to participants in LTIP 2024/2028 on the following terms and conditions:

1. The Company may transfer not more than 2,100,000 shares in the Company to the participants in LTIP 2024/2028.

2. Each participant in LTIP 2024/2028 shall have the right to receive such number of shares which the participant is entitled to under LTIP 2024/2028. Transfers may be effected during the period in which the participant is entitled to receive shares under LTIP 2024/2028.

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 2024/2028.

Resolution on transfer of own shares to participants in LTIP 2023/2027 (item 25)

The board of directors proposes that the annual general meeting resolves that transfer of own shares (held by the Company from time to time) may be made to participants in LTIP 2023/2027 on the following terms and conditions:

1. The Company may transfer not more than 2,024,200 shares in the Company to the participants in LTIP 2023/2027.

2. Each participant in LTIP 2023/2027 shall have the right to receive such number of shares which the participant is entitled to under LTIP 2023/2027. Transfers may be effected during the period in which the participant is entitled to receive shares under LTIP 2023/2027.

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 2023/2027.

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 no own shares.

MAJORITY REQUIREMENTS

A resolution in accordance with items 14-17 and 22-25 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 18-20 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-2024/.

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-2024/, 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”, Kungsgatan 38, SE-111 35 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.

* * *

Stockholm in April 2024
The board of directors in Stillfront Group AB (publ)

On 18 March 2024, Stillfront Group AB (publ) (“Stillfront”) announced an offer to the holders of Stillfront’s existing senior unsecured floating rate bonds with ISIN SE0015961065 maturing on 19 May 2025 (the “Outstanding Bonds”) to tender any and all of their Outstanding Bonds for purchase by Stillfront for cash (the “Tender Offer”) and announced that it exercised its right to make a voluntary early redemption of the Outstanding Bonds (the “Early Redemption”). On 20 March 2024, Stillfront announced the results of the Tender Offer.

The Tender Offer and the Early Redemption were conditional upon Stillfront receiving the proceeds from the issue of its new bonds as announced by Stillfront through a press release on 18 March 2024 (the “New Bond Issue”). Today, Stillfront announces that it has received the proceeds from the New Bond Issue and the condition for the Tender Offer and the Early Redemption, respectively, has therefore been fulfilled. The settlement for the Tender Offer has consequently occurred today on 27 March 2024 and the settlement for the Early Redemption will hence occur on 15 April 2024 (the “Redemption Settlement Date”). In relation to the Early Redemption, the redemption price together with accrued and unpaid interest from, but excluding, the previous interest payment date until, and including, the Redemption Settlement Date, will be paid to each person who is registered as owner of Outstanding Bonds as of the record date, being 8 April 2024, in the debt register maintained by Euroclear Sweden.

For further information regarding the Tender Offer and the Early Redemption, please refer to Stillfront’s press releases published 18 March 2024 and 20 March 2024.

Stillfront Group AB (publ) (”Stillfront”) has successfully issued senior unsecured bonds (the “New Bonds”) in an amount of SEK 1,000,000,000 and announces the results of the tender offer (the “Tender Offer”) to the holders of Stillfront’s outstanding senior unsecured floating rate bonds with ISIN SE0015961065 maturing on 19 May 2025 and with an outstanding amount of SEK 1,500,000,000 (the “Outstanding Bonds”), announced by press release on 18 March 2024. The Tender Offer expired at 12:00 CET on 20 March 2024. Outstanding Bonds in an aggregate amount of SEK 952,500,000 have been validly tendered and accepted by Stillfront.

The New Bonds were issued under a total framework of SEK 2,000,000,000, carries a floating interest rate of 3m Stibor + 365 basis points and will mature on 27 September 2028. Stillfront intends to apply for admission to trading of the New Bonds on the corporate bond list of Nasdaq Stockholm.

Stillfront will complete the Tender Offer at the communicated price of 100.9625 percent of the nominal amount per Outstanding Bond repurchased. Stillfront will also pay accrued and unpaid interest from, but excluding, the previous interest payment date until, and including, the settlement date for the Tender Offer. Settlement for the Tender Offer is expected to occur on 27 March 2024. Stillfront’s repurchase of the Outstanding Bonds is conditional upon Stillfront receiving the proceeds from the issue of the New Bonds.

The proceeds from the contemplated issue will be used to refinance the Outstanding Bonds, as well as to finance general corporate purposes.

"With this new bond framework in place, we further improve the maturity profile of our debt portfolio with new debt financing at attractive terms. We maintain a flexible financing platform and strong balance sheet and are in a good position to deliver on our financial targets", says Andreas Uddman, CFO.

In accordance with Stillfront’s conditional notice of early redemption of the Outstanding Bonds published on 18 March 2024, Stillfront intends, subject to the conditions therein being fulfilled, to exercise its right of early redemption. Upon such early redemption, the Outstanding Bonds will be repurchased at a price corresponding to 100.9625 percent of the nominal amount plus accrued and unpaid interest from each person who is registered as owner of Outstanding Bonds as of the record date, being 8 April 2024, and the settlement date for the early redemption is expected to occur on 15 April 2024.

DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Swedbank AB (publ) have acted as joint bookrunners and arrangers in conjunction with the issuance of the New Bonds and dealer managers in relation to the Tender Offer. Mannheimer Swartling has acted as legal advisor.

Stillfront Group AB (publ) (“Stillfront”) has mandated DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Swedbank AB (publ) to arrange a series of credit investor meetings to explore the possibility of issuing floating rate senior unsecured bonds under a total framework of SEK 2,000,000,000, with an expected tenor of 4.5 years and an expected amount of SEK 1,000,000,000 (the “New Bonds”), subject to prevailing market conditions. The proceeds from the contemplated issue will be used to refinance the outstanding SEK 1,500,000,000 bonds issued under the 2021/2025 senior unsecured bond framework due 2025 with ISIN SE0015961065 (the “Existing Bonds”) and for general corporate purposes.

In conjunction with the potential issue of New Bonds, Stillfront is offering holders of the Existing Bonds to tender any and all of their Existing Bonds for purchase by Stillfront for cash (the “Tender Offer”) at the purchase price set out below, plus accrued and unpaid interest. The Existing Bonds will be repurchased subject to the terms and conditions described in a tender information document dated 18 March 2024 (the “Tender Information Document”).

Description of the Bonds / ISIN / Outstanding Amount / Minimum Denomination / Purchase Price

2021/2025 Sr. Unsec. FRN / SE0015961065 / SEK 1,500,000,000 / SEK 1,250,000 / 100.9625%

The full terms and conditions of the Tender Offer can be found in the Tender Information Document, which is available in the following link: https://www.stillfront.com/en/funding/

The Tender Offer expires at 12:00 CET on 20 March 2024, unless extended, re-opened, withdrawn or terminated at the sole discretion of Stillfront. Settlement of the Tender Offer is expected to occur at or around 27 March 2024. Stillfront’s repurchase of Existing Bonds is conditional upon a successful issue of New Bonds (including receipt of proceeds). Stillfront will, in connection with the allocation of the New Bonds, consider, among other factors, whether or not the relevant investor seeking an allocation of the New Bonds has, prior to such allocation, validly tendered Existing Bonds pursuant to the Tender Offer, subject to the terms in the Tender Information Document.

Stillfront further announces that it exercises its right to make a voluntary early redemption of the Existing Bonds which are not repurchased through the Tender Offer (the “Early Redemption”). The Early Redemption is conditional upon a successful issuance of the New Bonds and disbursement of the net proceeds from such issuance. The Existing Bonds will be redeemed at a call option price of 100.9625% of the nominal amount of such Existing Bonds plus accrued and unpaid interest from, but excluding, the previous interest payment date until, and including, the settlement date of the Early Redemption, which is expected to occur on 15 April 2024. The redemption amount will be paid to each person who is registered as owner of Existing Bonds as of the record date, being 8 April 2024, in the debt register maintained by Euroclear Sweden. In connection with the early redemption, the Existing Bonds will be delisted from the corporate bond list of Nasdaq Stockholm. A notice of the early redemption will be sent to directly registered owners of the Existing Bonds in the debt register as of 15 March 2024.

Stillfront has mandated DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Swedbank AB (publ) as joint bookrunners and arrangers in respect of the issuance of the New Bonds, and as dealer managers for the Tender Offer.

Dealer Managers:
DNB Markets, a part of DNB Bank ASA, Sweden Branch: +47 23 26 80 99, bond.syndicate@dnb.no
Nordea Bank Abp: +45 6161 2996, NordeaLiabilityManagement@nordea.com
Swedbank AB (publ): +46 8 700 90 22, liabilitymanagement@swedbank.se

Stillfront today announced that the arbitrator has entered a decision in favor of Stillfront in the arbitration process with certain sellers of Kixeye Inc. and has ruled that Stillfront is not liable for any earnout payments to the Kixeye sellers. The arbitration process concerned the dispute that arose between Stillfront Midco AB and certain sellers of Kixeye Inc. in connection with the earnout determination process for the financial year 2019, as disclosed in Stillfront's interim report for the third quarter 2021.

The nomination committee proposes that Stillfront’s 2024 annual general meeting elects six ordinary board members with no deputy directors. Katarina G. Bonde, Erik Forsberg, Marcus Jacobs and David Nordberg are proposed to be re-elected as board members. Further, Katarina G. Bonde is proposed to be re-elected as Chair of the board of directors.

"We are convinced that Maria and Lars-Johan with their respective solid competencies and long experience from companies in strong growth on international markets, organizational development and brand building, will further strengthen the board's continued strategic work”, says Anna Magnusson, Chair of Stillfront’s nomination committee.

Maria Hedengren has 25 years of experience from leading positions in international growth companies, including CFO of NetEnt and iZettle and CEO of Readly, and is currently active on several boards, as an investor and as a venture partner at a global venture capital company.

Lars-Johan Jarnheimer has more than 40 years of experience from multinational companies such as Tele2 and Millicom, H&M, IKEA and the media company Egmont Group. He is currently Chair of the Board of Telia Company, Inka Holding (IKEA), Elite Hotels and Arvid Nordqvist, and board member of SAS.

The nomination committee of Stillfront ahead of the 2024 annual general meeting has been appointed in accordance with the principles for the nomination committee adopted by the 2023 annual general meeting and consists of: Anna Magnusson, Chair of the nomination committee (appointed by Första AP-fonden), Niklas Johansson (appointed by Handelsbanken Fonder), and Patrik Jönsson (appointed by SEB Fonder). The Chair of the Board, Katarina G. Bonde, is an adjunct member of the nomination committee.

Birgitta Henriksson and Ulrika Viklund have informed the nomination committee that they will not be available for re-election as board members at the 2024 annual general meeting. The nomination committee's complete proposals will be published in the notice to the 2024 annual general meeting.

For more information, please contact:

Anna Magnusson, Chair of the nomination committee

Tel: +46 8 566 20 270, e-post: anna.magnusson@ap1.se

FINANCIAL HIGHLIGHTS Q4

• Net revenue 1,742 (1,781) MSEK, a decline of 2 percent
• Organic net revenue decline of 3 percent, organic bookings decline of 2 percent
• EBIT 130 (70) MSEK, an increase of 84 percent
• EBITDA 531 (655) MSEK, a decline of 19 percent
• Adj EBITDA 569 (672) MSEK, a decline of 15 percent, Adj EBITDA margin of 33 (38) percent
• Items affecting comparability impacting EBITDA of -37 (-17) MSEK, mainly for cost optimizations
• Capitalization of product development amounted to 204 (235) MSEK
• Adjusted EBITDAC of 365 (437) MSEK, a decline of 17 percent, Adj EBITDAC margin of 21 (25) percent
• Net result of 10 (203) MSEK
• Free cash flow last 12 months of 833 (974) MSEK
• Total net debt, including cash earnout for next 12 months, of 4,611 (4,575) MSEK
• Adjusted leverage ratio, pro forma was 1.6x (1.5x)
• Adjusted leverage ratio, including cash earnout for next 12 months, pro forma was 1.8x (1.8x)
• Cash position of 807 (989) MSEK and 2,432 (2,401) MSEK of undrawn credit facilities
• Stillfront’s board of directors proposes no dividend for 2023

“Stillfront’s bookings returned to positive organic growth for the months of November and December in the fourth quarter. The recovery in organic performance was driven by significant scaling of new and existing games, in particular the successful launch of Sunshine Island, part of the Big Farm franchise. It is encouraging to see a more normalized market with favorable performance marketing conditions and stronger seasonality than we have experienced during the past years. For the full quarter, Stillfront’s organic bookings were down by -2 percent and organic net revenue was down by -3 percent. Record levels of marketing investments resulted in a lower EBITDAC margin in the quarter, while supporting our long-term growth opportunities. With continued high marketing investments during the start of the year, we expect the year-over-year organic growth rate to continue to improve with our addressed market in 2024.”

Jörgen Larsson, CEO, Stillfront Group

KEY FIGURES

INVITATION TO WEBCAST

The report will be presented in a live webcast at 10:00 a.m. CET today. Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:

If you wish to participate via webcast, please use the link below.
https://ir.financialhearings.com/stillfront-q4-2023

To participate via phone:

If you wish to participate via teleconference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=2001519

FORWARD-LOOKING STATEMENTS

Some statements herein are forward-looking that reflect Stillfront’s current views or expectations of future financial and operational performance. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risks and uncertainties include but are not limited to general business, economic, competitive, technological, and legal uncertainties and/or risks. Forward-looking statements in this report apply only at the time of announcement of the report and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

“We are very pleased that our near-term emission reduction targets have now been approved by SBTi, and we look forward to continuing working together with our partners and peers in the industry to reduce our energy consumption and combat climate change challenges”. says Jörgen Larsson, CEO at Stillfront.

Stillfront commits to reducing absolute scope 1 and 2 GHG emissions by 42% by 2030, with 2022 as the base year. Stillfront also commits to reduce scope 3 GHG emissions by 51.6% within the same timeframe. Stillfront’s largest climate footprint lies within scope 3, which contain Stillfront’s users’ emissions when playing its games, as well as emissions from digital marketing.

About the Science Based Targets initiative
The Science Based Targets initiative (SBTi) is a global body enabling businesses to set ambitious emissions reductions targets in line with the latest climate science. It is focused on accelerating companies across the world to halve emissions before 2030 and achieve net-zero emissions before 2050. The initiative is a collaboration between CDP, the United Nations Global Compact, World Resources Institute (WRI) and the World Wide Fund for Nature (WWF) and one of the We Mean Business Coalition commitments. www.sciencebasedtargets.org

Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:

If you wish to participate via webcast, please use the link below.
https://ir.financialhearings.com/stillfront-q4-2023

To participate via phone:

If you wish to participate via teleconference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=2001519

FINANCIAL HIGHLIGHTS Q3

• Net revenue 1,671 (1,787) MSEK, a decline of 7 percent
• Organic net revenue decline of 10 percent
• EBIT 135 (250) MSEK, a decline of 46 percent
• EBITDA 566 (660) MSEK, a decline of 14 percent
• Adj EBITDA 593 (668) MSEK, a decline of 11 percent, Adj EBITDA margin of 36 (37) percent
• Items affecting comparability impacting EBITDA of -27 (-8) MSEK, mainly costs for staff reduction
• Capitalization of product development amounted to 184 (257) MSEK
• Adjusted EBITDAC of 409 (412) MSEK, a decrease of 1 percent, Adj EBITDAC margin of 25 (23) percent
• Net result of -5 (83) MSEK
• Free cash flow last 12 months of 941 (983) MSEK
• Total net debt, including cash earnout for next 12 months, of 4,905 (4,777) MSEK
• Adjusted leverage ratio, pro forma was 1.7x (1.5x)
• Adjusted leverage ratio, including cash earnout for next 12 months, pro forma was 1.9x (1.9x)
• Cash position of 1,039 (1,350) MSEK and 2,563 (2,216) MSEK of undrawn credit facilities

“Stillfront’s net revenue declined by 7 percent year-over-year in the third quarter to 1,671 MSEK, while adjusted EBITDAC declined by 1 percent to 409 MSEK. Our adjusted EBITDAC margin amounted to 25 percent, up by 1.5 percentage points year-over-year, despite a lower revenue base. The development in the third quarter was impacted by a significant one-off event related to Sandbox Interactive’s hit franchise Albion Online, which negatively impacted net revenue and adjusted EBITDAC by approximately 80 MSEK and 50 MSEK respectively. We continue to generate strong cash flow across the group, and free cash flow for the last twelve months amounted to 941 MSEK. Going forward, we are seeing that the underlying market is normalizing compared to the past two years paired with more favorable performance marketing conditions. We expect a significant sequential organic growth improvement in the fourth quarter but given the impact from Albion Online and the lower run-rate towards the end of the third quarter, we now find it less likely than previously to return to organic growth before year-end.”

Jörgen Larsson, CEO, Stillfront Group

KEY FIGURES

INVITATION TO WEBCAST

The report will be presented in a live webcast at 10:00 a.m. CEST today. Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:

If you wish to participate via webcast, please use the link below.
https://ir.financialhearings.com/stillfront-q3-2023

To participate via phone:

If you wish to participate via teleconference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=200986

FORWARD-LOOKING STATEMENTS

Some statements herein are forward-looking that reflect Stillfront’s current views or expectations of future financial and operational performance. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risks and uncertainties include but are not limited to general business, economic, competitive, technological, and legal uncertainties and/or risks. Forward-looking statements in this report apply only at the time of announcement of the report and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:

If you wish to participate via webcast, please use the link below.
https://ir.financialhearings.com/stillfront-q3-2023

To participate via phone:

If you wish to participate via teleconference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=200986

On 7 September 2023, Stillfront Group AB (publ) (”Stillfront”) announced the results of the tender offer (the “Tender Offer”) to the holders of Stillfront’s existing senior unsecured floating rate bonds with ISIN SE0012728830 maturing on 26 June 2024 (the “Bonds”) and that it exercised its right to make a voluntary early redemption of the outstanding Bonds (the “Early Redemption”).

The Tender Offer and the Early Redemption were conditional upon Stillfront receiving the proceeds from the issue of its new bonds as announced by Stillfront through a press release on 7 September 2023 (the “New Bond Issue”). Today, Stillfront announces that it has received the proceeds from the New Bond Issue and the condition for the Tender Offer and the Early Redemption, respectively, has therefore been fulfilled. The settlement for the Tender Offer has consequently occurred today on 14 September 2023 and the settlement for the Early Redemption will hence occur on 3 October 2023 (the “Redemption Settlement Date”). The redemption price together with accrued and unpaid interest from, but excluding, the previous interest payment date until, and including, the Redemption Settlement Date, will be paid to each person who is registered as owner of Bonds as of the record date, being 26 September 2023, in the debt register maintained by Euroclear Sweden.

For further information regarding the Tender Offer and the Early Redemption, please refer to Stillfront’s press releases published 4 September 2023 and 7 September 2023.

The New Bonds were issued under a total framework of SEK 2 billion, carries a floating interest rate of 3m Stibor + 395 basis points and will mature on 14 September 2027. Stillfront intends to apply for admission to trading of the New Bonds on the corporate bond list of Nasdaq Stockholm.

Stillfront will complete the Tender Offer at the communicated price of 100.950 percent of the nominal amount per Bond repurchased. Stillfront will also pay accrued and unpaid interest from, but excluding, the previous interest payment date until, and including, the settlement date for the Tender Offer. Settlement for the Tender Offer is expected to occur on 14 September 2023. Stillfront’s repurchase of the Bonds is conditional upon Stillfront receiving the proceeds from the issue of the New Bonds.

The proceeds from the contemplated issue will be used to refinance the outstanding Bonds, as well as to finance general corporate purposes.

“We are pleased to have secured new debt financing with attractive terms, while successfully extending the maturity profile of our debt portfolio. With this new bond framework in place, Stillfront maintains a flexible financing platform and a strong balance sheet”, says Andreas Uddman, CFO.

Stillfront further announces that it exercises its right to make a voluntary early redemption of the outstanding Bonds (the “Early Redemption”). The Early Redemption is conditional upon Stillfront receiving the proceeds from the issue of the New Bonds.

The Bonds will be redeemed at a price equal to 100.950 percent of the nominal amount plus accrued and unpaid interest from, but excluding, the previous interest payment date until, and including, the settlement date of the Early Redemption, which is expected to occur on 3 October 2023.

The redemption amount will be paid to each person who is registered as owner of Bonds as of the record date, being 26 September 2023, in the debt register maintained by Euroclear Sweden. In connection with the Early Redemption, the Bonds will be delisted from the corporate bond list of Nasdaq Stockholm. A notice of the Early Redemption is sent to directly registered owners of the Bonds in the debt register as of 6 September 2023.

DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Swedbank AB (publ) have acted as joint bookrunners and arrangers for the New Bonds and dealer managers in relation to the Tender Offer. Mannheimer Swartling has acted as legal advisor.

Stillfront Group AB (publ) has mandated DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Swedbank AB (publ) to arrange a series of credit investor meetings to explore the possibility of issuing floating rate senior unsecured bonds under a total framework of SEK 2,000,000,000, with an expected tenor of 4 years and an expected amount of SEK 750,000,000 to 1,000,000,000 (the “New Bonds”), subject to prevailing market conditions. The proceeds from the contemplated issue will be used to refinance the outstanding SEK 1,000,000,000 bonds issued under the 2019/2024 senior unsecured bond framework due 2024 with ISIN SE0012728830 (the “Bonds”) and for general corporate purposes.

In conjunction with the potential issue of New Bonds, Stillfront is offering holders of the Bonds to tender any and all of their Bonds for purchase by Stillfront for cash (the “Tender Offer”) at the purchase price set out below, plus accrued and unpaid interest. The Bonds will be repurchased subject to the terms and conditions described in a tender information document dated 4 September 2023 (the “Tender Information Document”).

Description of the Bonds / ISIN / Outstanding Amount / Minimum Denomination / Purchase Price
2019/2024 Sr. Unsec. FRN / SE0012728830 / SEK 1,000,000,000 / SEK 1,250,000 / 100.950%

The full terms and conditions of the Tender Offer can be found in the Tender Information Document, which is available in the following link: https://www.stillfront.com/en/funding/

The Tender Offer expires at 12:00 CEST on 7 September 2023, unless extended, re-opened, withdrawn or terminated at the sole discretion of Stillfront. Settlement of the Tender Offer is expected to occur at or around 14 September 2023. Stillfronts repurchase of Bonds is conditional upon a successful issue of New Bonds (including receipt of proceeds).

Stillfront will, in connection with the allocation of the New Bonds, consider, among other factors, whether or not the relevant investor seeking an allocation of the New Bonds has, prior to such allocation, validly tendered Bonds pursuant to the Tender Offer, subject to the terms in the Tender Information Document. Subject to a successful issuance of the New Bonds and disbursement of the net proceeds from such issuance, Stillfront will exercise its call option under the terms and conditions of the Bonds in respect of Bonds which are not repurchased through the Tender Offer, at a call option price of 100.950% of the nominal amount of such Bonds.

Stillfront has mandated DNB Markets, a part of DNB Bank ASA, Sweden Branch, Nordea Bank Abp and Swedbank AB (publ) as joint arrangers and bookrunners in respect of the issuance of the New Bonds and as dealer managers for the Tender Offer.

Dealer Managers:
DNB Markets, a part of DNB Bank ASA, Sweden Branch: +47 23 26 80 99, bond.syndicate@dnb.no
Nordea Bank Abp: +45 6161 2996, NordeaLiabilityManagement@nordea.com
Swedbank AB (publ): +46 8 700 90 22, liabilitymanagement@swedbank.se

FINANCIAL HIGHLIGHTS Q2

• Net revenue 1,812 (1,811) MSEK, an increase of 0 percent
• Organic net revenue decline of 5 percent
• EBIT 275 (258) MSEK, an increase of 7 percent
• EBITDA 695 (632) MSEK, an increase of 10 percent
• Adj EBITDA 708 (639) MSEK, an increase of 11 percent, Adj EBITDA margin of 39 (35) percent
• Items affecting comparability impacting EBITDA of -13 (-7) MSEK, mainly costs for long-term incentive programs
• Capitalization of product development amounted to 192 (249) MSEK
• Adjusted EBITDAC of 516 (390) MSEK, an increase of 32 percent, Adj EBITDAC margin of 28 (22) percent
• Net result of -54 (117) MSEK
• Free cash flow last 12 months of 969 (1,089) MSEK
• Total net debt, including cash earnout for next 12 months, of 5,130 (4,684) MSEK
• Adjusted leverage ratio, pro forma was 1.6x (1.4x)
• Adjusted leverage ratio, including cash earnout for next 12 months, pro forma was 1.9x (1.8x)
• Cash position of 874 (1,470) MSEK and 2,262 (2,305) MSEK of undrawn credit facilities

“In the second quarter of 2023, we continued to deliver on our communicated agenda from our capital markets day in February with a focus on growing profitability and cash flows. Stillfront’s net revenue was stable year-over-year at 1,812 MSEK in the quarter, while Adjusted EBITDAC grew by 32 percent to 516 MSEK and Adjusted EBITDA by 11 percent to 708 MSEK, corresponding to all-time highs for both metrics. The increased profitability was driven by an increasing share of direct-to-consumer bookings, continued cost optimization, and lower levels of user acquisition and capitalized development costs. We continued to generate strong cash flow across the group and free cash flow in the second quarter increased by 51 percent year-over-year to 363 MSEK.”

Jörgen Larsson, CEO, Stillfront Group

KEY FIGURES

INVITATION TO WEBCAST

The report will be presented in a live webcast at 10:00 a.m. CEST today. Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:

If you wish to participate via webcast, please use the link below.
https://ir.financialhearings.com/stillfront-q2-2023

To participate via phone:

If you wish to participate via teleconference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=200881

FORWARD-LOOKING STATEMENTS

Some statements herein are forward-looking that reflect Stillfront’s current views or expectations of future financial and operational performance. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risks and uncertainties include but are not limited to general business, economic, competitive, technological, and legal uncertainties and/or risks. Forward-looking statements in this report apply only at the time of announcement of the report and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:

If you wish to participate via webcast, please use the link below.
https://ir.financialhearings.com/stillfront-q2-2023

To participate via phone:

If you wish to participate via teleconference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=200881

During June 2023, the total number of shares and votes in Stillfront has increased with 4,769,026 as a result of the directed share issue to the sellers of Candywriter LLC resolved by the annual general meeting on 11 May 2023. All such shares have been subscribed for by, and allotted to, the aforementioned sellers.

Further, during June 2023, all 13,441,510 own shares that Stillfront bought back under its share repurchase program have been transferred to sellers of companies previously acquired by Stillfront as a part of the payment of earnout consideration to relevant sellers. Detailed terms and conditions for such transfers are set out in the annual general meeting’s resolution regarding transfer of own shares.

Out of the 13,441,510 own shares that Stillfront held in total at the beginning of June, the following number of shares have been transferred to the following persons: (i) 2,041,002 shares to the sellers of Nanobit d.o.o.; (ii) 3,404,670 shares to the sellers of Candywriter LLC; (iii) 77,692 shares to certain sellers of Everguild, Ltd; (iv) 100,013 shares to the sellers of Game Labs, Inc; (v) 5,488,178 shares to certain sellers of Jawaker FZ LLC; (vi) 598,694 shares to the sellers of Sandbox Interactive GmbH; (vii) 926,142 shares to certain sellers of Six Waves, Inc.; and (viii) 805,119 shares to certain sellers of Super Free Games, Inc.

Following the transfer of own shares in accordance with the above, Stillfront no longer holds any own shares.

Stillfront Group AB (publ) has successfully concluded the share repurchase program that was announced on 15 February 2023. Stillfront’s acquisitions of own shares commenced on 16 February 2023 and were concluded on 11 May 2023. No acquisitions were made during the period 3 April 2023 – 3 May 2023. Stillfront has in total acquired 13,441,510 own shares under the share repurchase program for a total amount of approximately 270 MSEK. The acquired shares will be used for payment of certain earn-out payments relating to previous acquisitions.

Stillfront’s annual general meeting on 11 May 2023 authorized the board to resolve on new share repurchase programs during the period until the next annual general meeting.

The total number of shares in Stillfront amounts to 513,199,454. At the time of this press release, Stillfront holds 13,441,510 own shares.

Adoption of the profit and loss statements and the balance sheets, allocation of the company’s profit, discharge of liability and remuneration report

At the annual general meeting the presented profit and loss statement and the balance sheet and consolidated profit and loss statement and consolidated balance sheet were adopted. The meeting resolved that the amount at the disposal of the annual general meeting, SEK 12,646,033,143, be carried forward. The directors of the board and the Chief Executive Officer were discharged from liability for the fiscal year 2022. The board of directors’ remuneration report for 2022 was approved.

Appointment of board of directors and auditor, establishment of remuneration for the board of directors and the auditors, instructions for the nomination committee and remuneration guidelines

The meeting resolved, in accordance with the nomination committee's proposal, to elect David Nordberg as new member of the board until the close of the next annual general meeting. David Nordberg has vast experience in digital marketing/product management, as well as leading cross-functional teams and strategy work. David has +20 years gaming industry knowledge and has held executive positions i.a. in Electronic Arts, King, Mag Interactive and Stryda.

The meeting resolved, in accordance with the nomination committee's proposal, to re-elect Erik Forsberg, Katarina G. Bonde, Birgitta Henriksson, Marcus Jacobs and Ulrika Viklund as members of the board until the close of the next annual general meeting. Katarina G. Bonde was elected as new chair of the board of directors until the close of the next annual general meeting.

The auditing firm Öhrlings PricewaterhouseCoopers AB was re-elected as the company's auditor and Nicklas Kullberg will continue to be the auditor-in-charge.

The meeting resolved, in accordance with the nomination committee’s proposal that the fees to be paid to the board members for the period until the next annual general meeting shall be in total SEK 2,250,000 (SEK 2,250,000 last year), with SEK 750,000 (SEK 750,000) to the chair of the board of directors and SEK 300,000 (SEK 300,000) to each of the other board members elected by the general meeting, that the fees to be paid to the members of the audit committee for the period until the next annual general meeting shall be in total SEK 325,000 (SEK 325,000), with SEK 250,000 (SEK 250,000) to the chair of the audit committee and SEK 75,000 (SEK 75,000) to the other members of the audit committee, that the fees to be paid to each of the members of the remuneration committee for the period until the next annual general meeting shall be in total SEK 105,000 (SEK 105,000), with SEK 70,000 (SEK 70,000) to the chair of the remuneration committee and SEK 35,000 (SEK 35,000) to the other members of the remuneration committee, and that remuneration to the auditors shall be paid against approved invoices.

The meeting adopted the instructions to the nomination committee, in accordance with the nomination committee's proposal, to apply until further notice.

The meeting established guidelines for remuneration and other terms of employment for the company’s CEO and executive management in accordance with the board of director's proposal.

Directed new share issues and transfer of own shares

The meeting resolved, in accordance with the proposal of the board of directors, on eight directed new share issues and transfers of own shares, respectively, to the sellers of eight of the companies that Stillfront previously has acquired:

• Directed new share issue and transfer, respectively, of not more than 10,174,282 shares to the sellers of Candywriter LLC for a subscription price and purchase price, respectively, of SEK 18.332 per share (whereby the total number of shares that may be issued and/or transferred to the sellers will amount to not more than 10,174,282 shares), meaning that Stillfront’s share capital shall increase by not more than SEK 712,199.74.
• Directed new share issue and transfer, respectively, of not more than 97,115 shares to the sellers of Everguild Ltd. for a subscription price and purchase price, respectively, of SEK 19.358 per share (whereby the total number of shares that may be issued and/or transferred to the sellers will amount to not more than 97,115 shares), meaning that Stillfront’s share capital shall increase by not more than SEK 6,798.05.
• Directed new share issue and transfer, respectively, of not more than 121,453 shares to the sellers of Game Labs Inc. for a subscription price and purchase price, respectively, of SEK 18.332 per share (whereby the total number of shares that may be issued and/or transferred to the sellers will amount to not more than 121,453 shares), meaning that Stillfront’s share capital shall increase by not more than SEK 8,501.71.
• Directed new share issue and transfer, respectively, of not more than 6,859,385 shares directed to the sellers of Jawaker FZ LLC for a subscription price and purchase price, respectively, of SEK 18.332 per share (whereby the total number of shares that may be issued and/or transferred to the sellers will amount to not more than 6,859,385 shares), meaning that Stillfront's share capital shall increase by not more than SEK 480,156.95.
• Directed new share issue and transfer, respectively, of not more than 2,580,034 shares directed to the sellers of Nanobit  d.o.o. for a subscription price and purchase price, respectively, of SEK 19.223 per share (whereby the total number of shares that may be issued and/or transferred to the sellers will amount to not more than 2,580,034 shares), meaning that Stillfront’s share capital shall increase by not more than SEK 180,602.38.
• Directed new share issue and transfer, respectively, of not more than 748,368 shares directed to the sellers of Sandbox Interative GmbH for a subscription price and purchase price, respectively, of SEK 19.223 per share (whereby the total number of shares that may be issued and/or transferred to the sellers will amount to not more than 748,368 shares), meaning that Stillfront’s share capital shall increase by not more than SEK 52,385.76.
• Directed new share issue and transfer, respectively, of not more than 1,159,007 shares directed to the sellers of Six Waves Inc. for a subscription price and purchase price, respectively, of SEK 18.332 per share (whereby the total number of shares that may be issued and/or transferred to the sellers will amount to not more than 1,159,007 shares), meaning that Stillfront’s share capital shall increase by not more than SEK 81,130.49.
• Directed new share issue and transfer, respectively, of not more than 1,012,005 shares directed to the sellers of Super Free Games Inc. for a subscription price and purchase price, respectively, of SEK 18.332 per share (whereby the total number of shares that may be issued and/or transferred to the sellers will amount to not more than 1,012,005 shares), meaning that Stillfront's share capital shall increase by not more than SEK 70,840.35.

The reason for the new share issues and the transfers of own shares as well as the deviation from the shareholders’ pre-emption rights is to fulfil the share purchase agreements which Stillfront has entered into with the sellers of the above mentioned companies. Transfer of shares and/or subscription of newly issued shares shall be made no later than 31 October 2023. Payment for transferred and/or subscribed shares shall be made by way of set-off of the sellers’ claim for earn-out considerations pursuant to the share purchase agreements. The size of the earn-out considerations, which determines the number of shares which will be allotted, is not yet finally determined. The determined number of shares issued and transferred, respectively, will be communicated in connection with the allotment of the shares.

Authorizations to resolve on issuance of shares, repurchase of own shares and transfer of own shares

The meeting resolved, in accordance with the proposal of the board of directors, to authorize 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 number of shares that may be issued, the number of shares that convertible instruments may be converted into and the number of shares that may be subscribed for by the exercise of warrants may not exceed 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 by set-off or otherwise with conditions.

The meeting resolved, in accordance with the proposal of the board of directors, to authorize 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.

The meeting also resolved, in accordance with the proposal of the board of directors, to authorize the board of directors to, on one or several occasions during the period until the next annual general meeting, resolve on transfer of own shares.

Long-term share-based incentive program and hedging arrangements

The meeting resolved to implement a share-based long term incentive program in accordance with the board of directors’ proposal, meaning that a maximum of 2,024,200 restricted stock units shall be offered to no more than 65 participants, consisting of the CEO, senior executives and other key personnel of the group. Vesting of restricted stock units is conditional upon the fulfilment of two performance targets based on the company’s financial targets relating to annual organic revenue growth and profitability during the financial years 2023, 2024, 2025 and 2026. 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 2027 up to and including seven days thereafter.

The proposals by the board of directors on a directed issue and transfer of warrants and transfer of own shares, respectively, to ensure delivery of shares in the company under the long-term incentive program were not approved by the general meeting. In order to ensure delivery of shares to the participants in the long-term incentive program, the board of directors may enter into a swap agreement with a third party.

FINANCIAL HIGHLIGHTS Q1

• Net revenue of 1,758 (1,678) MSEK, an increase of 5 percent
• Organic net revenue decline of 5 percent
• EBIT of 214 (272) MSEK, a decline of 21 percent
• EBITDA of 620 (597) MSEK, an increase of 4 percent
• Adj EBITDA of 639 (616) MSEK, an increase of 4 percent, Adj EBITDA margin of 36 (37) percent
• Items affecting comparability impacting EBITDA of -20 (-19) MSEK, mainly costs for staff reductions and long-term incentive programs
• Capitalization of product development amounted to 224 (255) MSEK
• Adjusted EBITDAC of 415 (361) MSEK, an increase of 15 percent, Adj EBITDAC margin of 24 (22) percent
• Net result of 61 (144) MSEK, a decline of 58 percent
• Free cash flow last 12 months of 846 (1,132) MSEK
• Total net debt, including cash earnout for next 12 months, of 4,672 (3,855) MSEK
• Adjusted leverage ratio, pro forma was 1.5x (1.2x)
• Adjusted leverage ratio, including cash earnout for next 12 months, pro forma was 1.8x (1.5x)
• Cash position of 776 (1,740) MSEK and 2,726 (2,458) MSEK of undrawn credit facilities

“Stillfront had a solid start to 2023, with a net revenue growth of 5 percent year-over-year in the first quarter. Adjusted EBITDAC grew strongly by 15 percent, driven by our increased focus on synergies and returns, resulting in an Adjusted EBITDAC margin expansion to 24 percent, compared to 22 percent during the same period last year. The organic decline in net revenue amounted to 5 percent in the quarter and 1 percent in the last twelve months. Despite the organic decline in the quarter, we saw strong performance from several key franchises including Jawaker, BitLife and Albion Online. We are clearly not pleased with negative organic growth, but the positive month-by-month trend we saw during the first quarter is encouraging. The general market visibility remains lower than usual, but we maintain our view that both Stillfront and the market will return to organic growth during the second half of the year.”

Jörgen Larsson, CEO, Stillfront Group

KEY FIGURES

INVITATION TO WEBCAST
The report will be presented in a live webcast at 10:00 a.m. CEST today. Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:
If you wish to participate via webcast, please use the link below.
https://ir.financialhearings.com/stillfront-q1-2023

To participate via phone:
If you wish to participate via teleconference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=200705

FORWARD-LOOKING STATEMENTS
Some statements herein are forward-looking that reflect Stillfront’s current views or expectations of future financial and operational performance. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risks and uncertainties include but are not limited to general business, economic, competitive, technological, and legal uncertainties and/or risks. Forward-looking statements in this report apply only at the time of announcement of the report and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:

If you wish to participate via webcast, please use the link below.
https://ir.financialhearings.com/stillfront-q1-2023

To participate via phone:

If you wish to participate via teleconference, please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=200705

The integrated report summarizes business and strategy, financial performance, and work on sustainability. Stillfront's 2022 Annual and Sustainability Report is available on stillfront.com. The Swedish Annual Report is also available in European Single Electronic Format (ESEF).

Björn has experience from many different IT roles across industries and has vast experience in running large IT operations. Before joining Stillfront, Björn held IT leadership positions at Klarna where he worked with transforming and developing the IT operations and execute on technology strategies to effectively grow and support the business.

Björn has a solid experience working with software engineering, cloud services, engineering leadership, and development. Previous experience includes roles as Head of Operations at IBM and Senior Vice President Operations at EVRY.

“It is with great pleasure I welcome Björn to the Stillfront team. As CIO, Björn will be providing strategic IT leadership and direction for Stillfront’s studios and further strengthen the group’s technology solutions that drive collaboration and operational excellence throughout the group”, says Jörgen Larsson, CEO, Stillfront.

“I am absolutely thrilled about joining Stillfront and I am eager to contribute with my skills and experience as Chief Information Officer. Not only is Stillfront a great games company but I also share Stillfront’s beliefs in innovation and collaboration. By working together, we can achieve amazing things and I'm looking forward to learning from my new colleagues”, says Björn Tönne.

Björn assumes his position today, April 20, 2023.

Pursuant to section 13 of Stillfront’s articles of association, the board of directors has resolved that shareholders may exercise their voting rights at the annual general meeting also 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 Wednesday, 3 May 2023; 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 Friday, 5 May 2023.

NOTIFICATION OF ATTENDANCE IN PERSON
Notification of attendance in person at the annual general meeting can be made via post to the Company at Stillfront Group AB (publ), “AGM”, Kungsgatan 38, SE-111 35 Stockholm, Sweden, or by e-mail to agm@stillfront.com. 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-2023/. 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=stillfront11maj. The form can also be sent by way of post to Stillfront Group AB (publ), "AGM", Kungsgatan 38, SE-111 35 Stockholm, Sweden. A complete postal voting form must be received by the Company no later than Friday, 5 May 2023.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-2023/. 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 Wednesday, 3 May 2023. 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 5 May 2023 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 and consolidated accounts and auditor’s 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 of the board of directors
13. Appointment of auditor
14. Resolution on instructions for the nomination committee
15. Resolution to adopt the remuneration guidelines for executive management
16. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Candywriter LLC
17. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Everguild Ltd.
18. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Game Labs Inc.
19. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Jawaker FZ LLC
20. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Nanobit d.o.o.
21. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Sandbox Interactive GmbH
22. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Six Waves Inc.
23. Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Super Free Games Inc.
24. Resolution on authorization for the board of directors to issue shares, warrants and convertible instruments
25. Resolution on authorization for the board of directors to resolve on repurchase of own shares
26. Resolution on authorization for the board of directors to resolve on transfer of own shares
27. Resolution on long-term incentive program (LTIP 2023/2027)
28. Resolution on (a) issue of warrants and (b) approval of transfer of warrants
29. Resolution on transfer of own shares to participants in LTIP 2023/2027
30. Closing of the meeting

PRINCIPAL PROPOSALS FOR RESOLUTIONS
Appointment of the chair for the meeting (item 2)

The nomination committee proposes Jan Samuelson, chair of the board of directors, 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 and the Chief Executive Officer propose, in accordance with the proposal on allocation of profit included in the annual report, that this year’s result of SEK 12,646,033,143 shall be carried forward.

Resolution on discharge from liability for the directors of the board and the Chief Executive Officer (item 8 c)

The auditor recommends that the annual general meeting grants discharge from liability for the financial year. Decisions on discharge from liability are proposed to be made through separate individual decisions for each board member and the Chief Executive Officer, respectively, in the following order:

(i) Jan Samuelson, chair of the board of directors

(ii) Erik Forsberg, member of the board of directors

(iii) Katarina G. Bonde, member of the board of directors

(iv) Birgitta Henriksson, member of the board of directors

(v) Marcus Jacobs, member of the board of directors

(vi) Ulrika Viklund, member of the board of directors

(vii) Kai Wawrzinek, member of the board of directors

(viii) Jörgen Larsson, Chief Executive Officer

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 total fees paid to the board members for the period until the next annual general meeting shall be SEK 2,250,000 (SEK 2,250,000 last year), with SEK 750,000 (SEK 750,000) to the chair of the board of directors and SEK 300,000 (SEK 300,000) to each of the other board members elected by the general meeting.

The nomination committee proposes that the total fees to be paid to the members of the audit committee for the period until the next annual general meeting shall be SEK 325,000 (SEK 325,000), with SEK 250,000 (SEK 250,000) to the chair of the audit committee and SEK 75,000 (SEK 75,000) to the member of the audit committee.

The nomination committee proposes that the total fees to be paid to the members of the remuneration committee for the period until the next annual general meeting shall be SEK 105,000 (SEK 105,000) with SEK 70,000 (SEK 70,000) to the chair of the remuneration committee and SEK 35,000 (SEK 35,000) to the member of the remuneration committee.

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

Appointment of the board of directors and 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 2024:

New election of

(i) David Nordberg

Re-election of

(ii) Erik Forsberg

(iii) Katarina G. Bonde

(iv) Birgitta Henriksson

(v) Marcus Jacobs

(vi) Ulrika Viklund

Furthermore, the nomination committee proposes that Katarina G. Bonde is elected as new chair of the board of directors, for the period until the close of the annual general meeting 2024.

Jan Samuelsson has, as previously announced, declined re-election.

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 2024. Öhrlings PricewaterhouseCoopers AB has declared that if the annual general meeting resolves in accordance with the nomination committee’s proposal, Nicklas Kullberg will be appointed to continue as auditor-in-charge.

Resolution on instructions for the nomination committee (item 14)

The Nomination Committee proposes that the annual general meeting resolves on the following instructions for the Nomination Committee, to apply until the general meeting resolves otherwise.

The chair of the board of directors shall, based on the shareholding as of the last business day in August each year according to Euroclear Sweden AB or other reliable ownership information which has been provided to Company at such time, contact the three largest shareholders, who shall be entitled to appoint one member each of the Nomination Committee. If any of the three largest shareholders declines to appoint a member of the Nomination Committee, the next largest shareholder shall be offered the opportunity to appoint a member of the Nomination Committee. However, no more than the ten largest shareholders need to be requested to appoint a member of the Nomination Committee. The Nomination Committee may decide that the chair of the board of directors shall be a member of the Nomination Committee. The chief executive officer or another member of the Company's executive management shall not be a member of the Nomination Committee. The chair of the board of directors shall convene the Nomination Committee to its first meeting. The chair of the Nomination Committee shall, unless its members agree otherwise, be the member appointed by the largest shareholder. The term of the Nomination Committee expires when a new Nomination Committee has been appointed.

If a shareholder, who is represented in the Nomination Committee, during the term of the Nomination Committee ceases to be one of the three largest shareholders, a representative appointed by that shareholder shall offer to vacate his or her office and the shareholder who has become one of the three largest shareholders shall be offered the opportunity to appoint a member of the Nomination Committee. No changes will be made to the composition of the Nomination Committee if only minor changes to the shareholding have taken place or if a change occurs later than four months prior to the Annual General Meeting. A shareholder who has appointed a representative in the Nomination Committee is entitled to remove such representative and appoint another representative. Changes in the Nomination Committee's composition shall be published on the Company's website as soon as the composition has changed.

The Nomination Committee's tasks shall be to prepare and draw up proposals regarding appointment of chair of the Annual General Meeting, chair of the board of directors and other directors of the board, remuneration to the chair of the board of directors and the other directors of the board, including any remuneration for committee work, appointment of auditor, remuneration to the auditor and principles for the appointment of Nomination Committee. No remuneration shall be paid to the Nomination Committee. If deemed necessary, the Nomination Committee may engage external consultants to find candidates with relevant experience and the Company shall cover the cost for such consultants. The Nomination Committee shall, in connection with performing its tasks, forward certain information to the Company so that the Company can comply with applicable obligations to disclose information.

The composition of the Nomination Committee shall be published on the Company’s website no later than six months before the Annual General Meeting. In connection therewith, information shall also be provided on how shareholders can submit proposals to the Nomination Committee.

Resolution to adopt the remuneration guidelines for executive management (item 15)

These guidelines apply to remuneration and other terms of employment of the Chief Executive Officer (the “CEO”) and other individuals of the executive management of Stillfront Group AB (publ), reg. no. 556721-3078 (“Stillfront” or the “Company”).

The guidelines for executive remuneration as approved by the annual general meeting 2022 remain unchanged, save for an addition that additional cash remuneration may be paid out in extraordinary circumstances.

Subject to what is set out in the next paragraph, these guidelines shall also apply in relation to a member of the board of directors of Stillfront who receives any remuneration from the Company and any reference herein to the “executive management” and/or an “executive” shall for such purposes be deemed to also include such board member.

These guidelines do not apply to any remuneration decided or approved by the general meeting.

The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2023.

The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability

Stillfront’s business strategy is to be a leading free-to-play powerhouse, offering long-term first class digital entertainment through its global group of gaming studios. Organic growth and carefully selected and executed acquisitions embody Stillfront’s growth strategy. For more information regarding the Company’s business strategy, please see https://www.stillfront.com/en/about-the-company/.

A prerequisite for the successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration. The overall guidelines for remuneration to the Company’s executive management shall be based on the position, the individual performance, the Company's earnings and that the remuneration shall be competitive.

Types of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration based on annual performance targets (bonus), extraordinary cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

Fixed salary

The fixed salary shall be based on the individual’s experience, field of responsibility and related to the relevant market. Fixed salary shall be revised annually.

Variable cash remuneration

The satisfaction of criteria for awarding variable cash remuneration shall be measured annually. The variable cash remuneration for an executive manager may, as the main rule, correspond to not more than fifty per cent (50%) of the fixed annual cash salary. However, the variable cash remuneration may correspond to up to one hundred per cent (100%) of the fixed annual cash salary of an executive manager if justified by remuneration structures or extraordinary arrangements in the individual case.

The variable cash remuneration shall be linked to predetermined and measurable criteria such as earnings, achievements in relation to the budget, the development of the Company’s share price, fulfilled sustainability goals and personal performance. Thereby, the variable cash remuneration is linked to the Company’s business strategy, long-term interests and sustainability.

The board of directors shall have the possibility, under applicable law or contractual provisions, subject to the restrictions that may apply under law or contract, to in whole or in part reclaim variable remuneration paid on incorrect grounds (claw-back).

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee is responsible for the evaluation in so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the Company.

Extraordinary cash remuneration

Additional cash remuneration may be paid out in extraordinary circumstances, provided that such arrangement is of a one-off nature and is agreed on an individual basis for management recruitment or retention purposes or as compensation for extraordinary efforts beyond the individual’s ordinary assignment. Such remuneration shall be in line with market practice and may for example include a one-off cash payment, retention bonus or similar. Extraordinary remuneration shall not exceed the fixed annual cash salary and shall not be paid more than once a year per individual. Decisions regarding such remuneration shall be made by the board of directors based on a proposal from the remuneration committee.

Variable long-term incentive program (LTIP)

Long-term incentive programs have been implemented in the Company. Such programs have been resolved by the general meeting and are therefore excluded from these guidelines. The incentive programs include the executive management and other key individuals of the Company and its subsidiaries. The programs are conditional upon certain holding periods of several years. For more information regarding these programs, including the criteria which the outcome depends on, please see https://www.stillfront.com/en/remuneration/.

Pension benefits and other benefits

Pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than thirty per cent (30%) of the fixed annual cash salary.

Other benefits may include, for example, medical insurance (Sw: sjukvårdsförsäkring) and company cars. Such benefits shall be limited and not exceed five per cent (5%) of the fixed annual cash salary.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Termination of employment

Members of the executive management shall be offered employment terms in accordance with the laws and practices applicable to the country in which the employee is employed. Employment agreements between the Company and members of the executive management generally apply until further notice. Upon termination of an employment, the notice period may not exceed twelve (12) months. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for one (1) year for any executive. In the event of termination by the executive, the notice period may not exceed six (6) months, without any right to severance pay.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall be based on the fixed cash salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions, and be paid during the time the non-compete undertaking applies.

Salary and employment conditions for executive management

When evaluating whether these guidelines and the limitations set out herein are reasonable, the board of directors (including the remuneration committee) has considered the total income of all employees of the Company, including the various components of their remuneration as well as the increase and growth rate over time.

The decision-making process to determine, review and implement the guidelines

The board of directors has established a remuneration committee. The committee’s tasks include preparing the board of directors’ decision to propose guidelines for executive remuneration. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The members of the remuneration committee are independent of the Company and its executive management. The CEO and other members of the executive management do not participate in the board of directors’ preparation of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Information on remuneration resolved but not yet due

There is no resolved remuneration that is not yet due.

Derogation from the guidelines

The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As set out above, the remuneration committee’s tasks include preparing the board of directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

Resolution on (a) a directed new share issue and (b) transfer of own shares to the sellers of Candywriter LLC (item 16)

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 Candywriter 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). How much of the earn-out consideration that shall be paid with newly issued shares and transfer of own shares, respectively, will be resolved by the board of directors in connection with the determination of the final earn-out consideration. The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 10,174,282 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 712,199.74 through an issue of not more than 10,174,282 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 Candywriter LLC.

3. The subscription price shall be SEK 18.332, 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 2022. 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 2023.

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 17,842,070.40 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 be entitled 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 10,174,282 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 Candywriter LLC.

3. The shares shall be transferred at a price per share of SEK 18.332, 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 2022.

4. Transfer and payment of the shares shall be effected no later than 31 October 2023, 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 17,842,070.40 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 Candywriter LLC.

The Company’s assessment is that the earn-out consideration will amount to USD 28,547,313 in total, of which approx. 50.00% of the amount shall be paid in shares in the Company. The final amount is, however, dependent on the outcome of the audit of Candywriter LLC’s financial statements for 2022 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 as well as how much of the earn-out consideration that shall be paid in newly issued and own shares, respectively (the number of shares can be lower, but not higher than the maximum number of shares proposed under item (a)1 and (b)1 above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 10,174,282 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 Candywriter LLC are entitled to is expected to amount to approximately 8,139,426 shares. In order to give the Company’s board of directors 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 16 (a) and (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 Everguild Ltd. (item 17)

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 Everguild Ltd., 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). How much of the earn-out consideration that shall be paid with newly issued shares and transfer of own shares, respectively, will be resolved by the board of directors in connection with the determination of the final earn-out consideration. The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 97,115 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 6,798.05 through an issue of not more than 97,115 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 Everguild Ltd.

3. The subscription price shall be SEK 19.358, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the five (5) trading days prior to and the five (5) trading days following announcement of the year-end report of the Company for the financial year 2022. 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 2023.

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 GBP 149,461.50 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 be entitled 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 97,115 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 Everguild Ltd.

3. The shares shall be transferred at a price per share of SEK 19.358, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the five (5) trading days prior to and the five (5) trading days following the announcement of the year-end report of the Company for the financial year 2022.

4. Transfer and payment of the shares shall be effected no later than 31 October 2023, 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 GBP 149,461.50 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 Everguild Ltd.

The Company’s assessment is that the earn-out consideration will amount to GBP 274,912 in total, of which approx. 43.49% of the amount shall be paid in shares in the Company. The final amount is, however, dependent on the outcome of the audit of Everguild Ltd.’s financial statements for 2022 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 as well as how much of the earn-out consideration that shall be paid in newly issued and own shares, respectively (the number of shares can be lower, but not higher than the maximum number of shares proposed under item (a)1 and (b)1 above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 97,115 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 Everguild Ltd. are entitled to is expected to amount to approximately 77,692 shares. In order to give the Company’s board of directors 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 17 (a) and (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 Game Labs Inc. (item 18)

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 Game Labs 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). How much of the earn-out consideration that shall be paid with newly issued shares and transfer of own shares, respectively, will be resolved by the board of directors in connection with the determination of the final earn-out consideration. The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 121,453 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 8,501.71 through an issue of not more than 121,453 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 Game Labs Inc.

3. The subscription price shall be SEK 18.332, 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 2022. 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 2023.

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 212,985.35 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 be entitled 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 121,453 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 Game Labs Inc.

3. The shares shall be transferred at a price per share of SEK 18.332, 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 2022.

4. Transfer and payment of the shares shall be effected no later than 31 October 2023, 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 212,985.35 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 Game Labs Inc.

The Company’s assessment is that the earn-out consideration will amount to USD 567,957 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 Game Labs Inc.’s financial statements for 2022 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 as well as how much of the earn-out consideration that shall be paid in newly issued and own shares, respectively (the number of shares can be lower, but not higher than the maximum number of shares proposed under item (a)1 and (b)1 above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 121,453 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 Game Labs Inc. are entitled to is expected to amount to approximately 97,162 shares. In order to give the Company’s board of directors 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 18 (a) and (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 Jawaker FZ LLC (item 19)

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). How much of the earn-out consideration that shall be paid with newly issued shares and transfer of own shares, respectively, will be resolved by the board of directors in connection with the determination of the final earn-out consideration. The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 6,859,385 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 480,156.95 through an issue of not more than 6,859,385 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 18.332, 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 2022. 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 2023.

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 12,028,874.54 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 be entitled 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 6,859,385 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 18.332, 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 2022.

4. Transfer and payment of the shares shall be effected no later than 31 October 2023, 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 12,028,874.54 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 32,077,005 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 2022 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 as well as how much of the earn-out consideration that shall be paid in newly issued and own shares, respectively (the number of shares can be lower, but not higher than the maximum number of shares proposed under item (a)1 and (b)1 above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 6,859,385 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 5,487,506 shares. In order to give the Company’s board of directors 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 19 (a) and (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 Nanobit d.o.o. (item 20)

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 Nanobit d.o.o., for the purpose of complying with the share purchase agreement entered into with the sellers, which entitles the sellers to a consideration under certain conditions (which shall be partially paid with shares in the Company). How much of the consideration that shall be paid with newly issued shares and transfer of own shares, respectively, will be resolved by the board of directors in connection with the determination of the final consideration. The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 2,580,034 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 180,602.38 through an issue of not more than 2,580,034 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 Nanobit d.o.o.

3. The subscription price shall be SEK 19.223, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the ten (10) trading days prior to and the ten (10) trading days following announcement of the year-end report of the Company for the financial year 2022. 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 2023.

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 4,754,399.48 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 be entitled 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 2,580,034 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 Nanobit d.o.o.

3. The shares shall be transferred at a price per share of SEK 19.223, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the ten (10) trading days prior to and the ten (10) trading days following the announcement of the year-end report of the Company for the financial year 2022.

4. Transfer and payment of the shares shall be effected no later than 31 October 2023, 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 4,754,399.48 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 Nanobit d.o.o.

The Company’s assessment is that the consideration will amount to USD 12,678,339 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 Nanobit d.o.o.’s financial statements for 2022 and that the sellers accept the Company’s calculation of the consideration. The board of directors of the Company will thereafter determine the number of shares that the sellers are entitled to as well as how much of the consideration that shall be paid in newly issued and own shares, respectively (the number of shares can be lower, but not higher than the maximum number of shares proposed under item (a)1 and (b)1 above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 2,580,034 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 consideration, the number of shares which the sellers of Nanobit d.o.o. are entitled to is expected to amount to approximately 2,064,017 shares. In order to give the Company’s board of directors some flexibility in connection with the determination of the final 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 20 (a) and (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 Sandbox Interactive GmbH (item 21)

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 Sandbox Interactive GmbH, 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). How much of the earn-out consideration that shall be paid with newly issued shares and transfer of own shares, respectively, will be resolved by the board of directors in connection with the determination of the final earn-out consideration. The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 748,368 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 52,385.76 through an issue of not more than 748,368 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 Sandbox Interactive GmbH.

3. The subscription price shall be SEK 19.223, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the ten (10) trading days prior to and the ten (10) days following announcement of the year-end report of the Company for the financial year 2022. 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 2023.

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 EUR 1,286,665.43 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 be entitled 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 748,368 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 Sandbox Interactive GmbH.

3. The shares shall be transferred at a price per share of SEK 19.223, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the ten (10) trading days prior to and the ten (10) days following the announcement of the year-end report of the Company for the financial year 2022.

4. Transfer and payment of the shares shall be effected no later than 31 October 2023, 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 EUR 1,286,665.43 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 Sandbox Interactive GmbH.

The Company’s assessment is that the earn-out consideration will amount to Euro 4,595,240 in total, of which approx. 22.40% of the amount shall be paid in shares in the Company. The final amount is, however, dependent on the outcome of the audit of Sandbox Interactive GmbH’s financial statements for 2022 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 as well as how much of the earn-out consideration that shall be paid in newly issued and own shares, respectively (the number of shares can be lower, but not higher than the maximum number of shares proposed under item (a)1 and (b)1 above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 748,368 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 Sandbox Interactive GmbH are entitled to is expected to amount to approximately 598,695 shares. In order to give the Company’s board of directors 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 21 (a) and (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 22)

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). How much of the earn-out consideration that shall be paid with newly issued shares and transfer of own shares, respectively, will be resolved by the board of directors in connection with the determination of the final earn-out consideration. The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 1,159,007 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 81,130.49 through an issue of not more than 1,159,007 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.

3. The subscription price shall be SEK 18.332, 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 2022. 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 2023.

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 2,032,485.88 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 be entitled 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 1,159,007 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.

3. The shares shall be transferred at a price per share of SEK 18.332, 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 2022.

4. Transfer and payment of the shares shall be effected no later than 31 October 2023, 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 2,032,485.88 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 Six Waves Inc.

The Company’s assessment is that the earn-out consideration will amount to USD 7,063,708 in total, of which approx. 23.02% 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 2022 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 as well as how much of the earn-out consideration that shall be paid in newly issued and own shares, respectively (the number of shares can be lower, but not higher than the maximum number of shares proposed under item (a)1 and (b)1 above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 1,159,007 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 927,203 shares. In order to give the Company’s board of directors 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 22 (a) and (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 Super Free Games Inc. (item 23)

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 Super Free Games 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). How much of the earn-out consideration that shall be paid with newly issued shares and transfer of own shares, respectively, will be resolved by the board of directors in connection with the determination of the final earn-out consideration. The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 1,012,005 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 70,840.35 through an issue of not more than 1,012,005 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 Super Free Games Inc.

3. The subscription price shall be SEK 18.332, 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 2022. 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 2023.

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 1,774,689.89 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 be entitled 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 1,012,005 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 Super Free Games Inc.

3. The shares shall be transferred at a price per share of SEK 18.332, 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 2022.

4. Transfer and payment of the shares shall be effected no later than 31 October 2023, 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 1,774,689.89 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 Super Free Games Inc.

The Company’s assessment is that the earn-out consideration will amount to USD 3,315,683 in total, of which approx. 42.82% of the amount shall be paid in shares in the Company. The final amount is, however, dependent on the outcome of the audit of Super Free Games Inc.’s financial statements for 2022 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 as well as how much of the earn-out consideration that shall be paid in newly issued and own shares, respectively (the number of shares can be lower, but not higher than the maximum number of shares proposed under item (a)1 and (b)1 above). The total number of shares that may be issued and/or transferred to the sellers will amount to not more than 1,012,005 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 Super Free Games Inc. are entitled to is expected to amount to approximately 809,598 shares. In order to give the Company’s board of directors 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 23 (a) and (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 24)

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 25)

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.

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 may only be effected on Nasdaq Stockholm within the registered price interval at any given time.

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 26)

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, including earn-out consideration. 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.

Resolution on long-term incentive program (LTIP 2023/2027) (item 27)

Implementation of a share-based long-term incentive program 2023/2027

The board of directors proposes that the annual general meeting resolves on implementing a share-based long-term incentive program for senior executives and other key personnel within the group (the “LTIP 2023/2027”) on the main terms and conditions set out below.

Objectives of LTIP 2023/2027

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 2023/2027. The board of directors believes that LTIP 2023/2027 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 2,024,200 restricted stock units (“Restricted Stock Units”) shall be offered to no more than 65 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 2023/2027. The participants in LTIP 2023/2027 shall be allotted Restricted Stock Units free of charge entitling to shares in the Company. The allotment of Restricted Stock Units shall take place up to and including the day before the annual general meeting 2024.

Restricted Stock Units shall be offered the participants in LTIP 2023/2027 in accordance with the following:

* 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 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 invited to participate in LTIP 2023/2027.

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 2027 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 the Company’s financial targets relating to annual organic revenue growth[1] and profitability[2], respectively (each a “Performance Target” and jointly the “Performance Targets”) being satisfied during the financial years 2023[3], 2024, 2025 and 2026, whereby satisfaction of each Performance Target under each respective financial year shall result in 12.5% (1/8) 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). Hence, vesting of allocated Restricted Stock Units may occur with 0% (if no Performance Target is satisfied), 12.5% (if only one Performance Target is satisfied) or 25% (if both Performance Targets are satisfied) each financial year. However, a participant shall not be entitled to exercise vested Restricted Stock Units prior 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 director’s view is that linking performance targets to the fulfilment of the Company’s financial targets for annual organic revenue growth and profitability is an efficient method of aligning the interests of senior managers, other key personnel and shareholders.

If the board of directors amends the Company’s financial targets during the duration of LTIP 2023/2027, the Performance Targets may be adjusted correspondingly.

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 entitles 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 2023/2027 shall enter into agreements with the Company regarding the full terms and conditions for LTIP 2023/2027, 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 2023/2027.

Costs, potential dilution and effect on key ratios

LTIP 2023/2027 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 assumption of (i) that all Restricted Stock Units are allocated at the initial allotment, (ii) a staff turnover of 15%, (iii) a share price of SEK 34.98 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 2023/2027 if the maximum allotment is delivered, are estimated to approximately MSEK 68, which corresponds to approximately 5.7% of the total personnel costs for 2022. The costs will be recognized evenly over the years 20232027. 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 20 with annual increase of 15%. Administration costs are estimated to be less than MSEK 1.

If LTIP 2023/2027 had been implemented in 2022 and the Company had costs in accordance with the example above, the earnings per share for the financial year 2022 would have decreased by SEK 0.04 to SEK 1.12, and EBITDA[4] would have decreased by MSEK 17 to MSEK 2,528. The effect on important key ratios is only marginal.

If warrants are allocated and converted in order to ensure the obligations under LTIP 2023/2027, the number of outstanding shares is estimated to increase with not more than 2,024,200 shares. Such maximum increase would have a dilutive effect of 0.39% 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 2023/2027 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 2023/2027.

As a main alternative, the board of directors proposes that the Company shall secure delivery of shares to the participants in LTIP 2023/2027 through the issuance and subsequent transfer of warrants in accordance with item 28 on the agenda (the “Warrant Arrangement”).

In addition to the Warrant Arrangement, and subject to the board of directors’ being authorized to resolve on repurchase of own shares in accordance with item 25 on the agenda, the board of directors’ proposes that the Company shall be able to use the repurchased shares to secure deliver of shares to the participants in LTIP 2023/2027 in accordance with item 29 on the agenda.

Should the annual general meeting not resolve to approve the Warrant Arrangement, or if the Company cannot use repurchased shares as delivery (whether due to the annual general meeting not approving the proposals for repurchase and transfer of own shares according to items 25 and 29 on the agenda, respectively, or for any other reason), the board of directors’ intention is that the Company shall enter into a swap agreement with a third party. 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 transfer the shares to participants in LTIP 2023/2027. This alternative entails 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 2023/2027

Stillfront’s remuneration committee has prepared the proposal for LTIP 2023/2027 in close consultation with the board of directors of the Company and external advisors. The board of directors or the remuneration committee shall be responsible for preparing the detailed terms and conditions of LTIP 2023/2027 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 2019/2023 is an employee share option program of not more than 200,000 employee share options for approximately 10 management executives. To ensure delivery of shares to the participants it was resolved to issue a maximum of 200,000 warrants which, following recalculation as a result of the share split and the rights issue that were completed by the Company during 2020 and 2022, respectively, may entitle to subscription for a total of 2,232,081 shares. If all warrants are exercised for subscription for shares, the dilution effect will amount to approximately 0.43%.

LTIP 2020/2024 is a warrant program of 277,000 warrants for nine key employees in the Company. In total, 277,000 warrants were subscribed for which, following recalculation as a result of the share split and the rights issue that were completed by the Company during 2020 and 2022, respectively, may entitle to subscription for a total of 3,091,432 shares. If all warrants are exercised for subscription for shares, the dilution effect will amount to approximately 0.60%.

LTIP 2021/2025 is an employee share option program of not more than 3,500,000 employee share options for executive management and key employees on studio level, in total 48 participants. Following recalculation as a result of the rights issue that was completed by the Company during 2022, the employee share options may entitle to a total of 3,906,127 shares. There is no dilution related to LTIP 2021/2025 (pursuant to which a potential delivery of shares has been secured via a share swap agreement with Nordea Bank Abp, filial i Sverige).

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. The restricted stock units entitle to subscription for a total of 2,000,000 shares. If all restricted stock units are exercised for subscription of shares, the dilution effect will amount to approximately 0.39%.

The total potential dilution for all outstanding share related incentive programs in Stillfront (calculated on the respective total size of the programs), including LTIP 2023/2027, will amount to approximately 1.79% (of which approximately 0.39% relates to the potential dilution in LTIP 2023/2027 in the event that delivery of shares have been secured by the Warrant Arrangement).

Resolution on (a) issue of warrants and (b) approval of transfer of warrants (item 28)

The board of directors proposes that the annual general meeting, as set out below, resolves on (a) an issue of warrants of series 2023/2027 and (b) approval of transfer of warrants in order to ensure delivery of shares in the Company under LTIP 2023/2027, proposed under item 27 of the proposed agenda. The number of warrants to be issued is set at a maximum number of warrants, which will be decreased by the number of own shares, if any, repurchased for the purpose of delivery under LTIP 2023/2027, provided that the authorisation to resolve on repurchase of own shares and the resolution on transfer of own shares to participants in LTIP 2023/2027 according to item 25 and 29 on the agenda, respectively, are granted by the annual general meeting.

(a) Issue of warrants

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 2,024,200 warrants of series 2023/2027 (the “Warrants”).

2. The right to subscribe for warrants 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 shall be subscribed for on a separate subscription list no later than 31 October 2023. The board of directors shall have the right to extend the subscription period. The warrants shall be allotted to the Company or the subsidiary free of charge.

5. Each warrant shall entitle the holder to acquire one (1) new share in the Company during the period commencing on and including 1 January 2027 up to and including 31 December 2027. Subscription may only be carried out in accordance with the terms and conditions for LTIP 2023/2027 and in order to ensure delivery to the participants in LTIP 2023/2027.

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

7. The newly subscribed shares shall entitle 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 are presented in the board of director’s proposal for complete terms and conditions for the Warrants. As set out therein, the subscription price, as well as the number of shares that a Warrant 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, amount to no more than SEK 141,694, subject to the increase that may be caused by recalculation of the subscription price and the number of shares that each Warrant entitles subscription for may occur as a result of issues of shares/rights, etcetera.

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

11. The reason for deviation of the shareholders’ preferential rights is to ensure delivery of shares in the Company under LTIP 2023/2027.

(b) Approval of transfer of warrants

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

• that the Company or the relevant subsidiary transfers the Warrants to participants in LTIP 2023/2027,

• that the Company or the relevant subsidiary transfers the Warrants to a third party with whom the Company has entered into an agreement regarding exercising the Warrants and delivery of shares in the Company to participants in LTIP 2023/2027 in accordance with the terms and conditions for LTIP 2023/2027, and/or

• that the Company or the relevant subsidiary otherwise disposes of the Warrants in order to ensure the Company’s obligation in connection with LTIP 2023/2027.

The board of directors’ proposal is that the resolutions under items 28 (a) and (b) above shall be made as a joint resolution.

Resolution on transfer of own shares to participants in LTIP 2023/2027 (item 29)

The board of directors proposes that the annual general meeting, subject to that the annual general meeting authorises the board of directors to resolve on the repurchase of own shares in accordance with item 25 on the proposed agenda, resolves that transfer of own shares to participants in LTIP 2023/2027 (the “Participants”) may be done to ensure delivery of shares in the Company under LTIP 2023/2027 proposed under item 27 on the proposed agenda on the following terms and conditions:

1. The Company may transfer not more than 2,024,200 shares in the Company to the Participants.

2. Each Participant shall have the right to receive such number of shares which the Participant is entitled to under LTIP 2023/2027. Transfers may be effected during the period in which the Participant is entitled to receive shares under LTIP 2023/2027.

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 2023/2027.

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 513,199,454. All shares carry equal voting rights. At the time of the notice, the Company holds 11,065,448 own shares.

MAJORITY REQUIREMENTS
A resolution in accordance with items 16-23 and 28-29 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 24-26 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-2023/.

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-2023/, 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", Kungsgatan 38, SE-111 35 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.

* * *
Stockholm in April 2023
The board of directors in Stillfront Group AB (publ)

The repurchase programme is subject to the following terms and conditions:

• Acquisitions shall be effected on Nasdaq Stockholm in accordance with its Nordic Main Market Rulebook for Issuers of Shares.
• Acquisitions may be made on one or several occasions between 16 February 2023 and the 2023 Annual General Meeting. No acquisition will be made during a 30-day period prior to the company publishing a quarterly report.
• Acquisitions may be made up to a total amount of SEK 270 million. Stillfront’s holding of own shares may, however, not at any time exceed one-tenth of all shares in the company.
• Acquisitions may only be effected at a price within the registered price interval on Nasdaq Stockholm at any given time, which refers to the interval between the highest purchase price and the lowest selling price.
• Acquisitions may also be made by way of block trades in accordance with applicable rules.
• Payment of acquired shares shall be made in cash.

The repurchases will be administered by Nordea Bank Apb, that will act in accordance with instructions from Stillfront.

The total number of shares in Stillfront is 513,199,454. At the time of this press release, Stillfront does not hold any of the company’s own shares.

Stillfront’s updated financial targets will replace the previous financial targets, initially announced in connection with the Capital Markets Day in November 2019 and updated in connection with the Capital Markets Update in September 2020. Stillfront’s updated financial targets will be followed up annually and are valid until further notice.

“Since 2019, Stillfront has grown its revenues by more than 3.5x, while increasing free cash flow by more than 4.5x. We have successfully added several major game franchises to our product portfolio, increased our market share within mobile games, and further expanded our global footprint in North America, MENA, and Asia. Going into 2023, Stillfront is entering a new phase, leveraging the scale that we have achieved, to continue building the best games company in the world. To support this development, we have today announced new financial targets reflecting the value generation potential in the business today and going forward,” says Jörgen Larsson, CEO, Stillfront Group.

Updated financial targets:

• Annual organic revenue growth above addressed market (supported by selective and accretive M&A)
• Annual adjusted EBITDAC margin in the range 26-29 percent.
• Leverage ratio below 2.0x (including cash earnouts next 12 months)

Background and definitions:

• Annual organic revenue growth above addressed market (supported by selective and accretive M&A).
  • The addressed market is defined as the global mobile games market excluding China.
  • Gaming is today one of the largest entertainment industries in the world with more than 3 billion gamers globally, and Stillfront is well positioned in the attractive mobile games industry. The global mobile games market declined in 2022 following several years of strong growth but the market is expected to return to growth in coming years. While Stillfront’s organic growth is dependent on the overall market growth rate, Stillfront performed significantly better than the mobile games market in 2022. By leveraging our diversification, our major game franchises and further developing the Stillops platform, we expect to continue to outgrow the underlying market going forward.
  • Stillfront’s outcome FY 2022 was -1.4 percent organic net revenue development, while the mobile games market declined by approximately -8 percent, based on average market growth numbers from data.ai, Newzoo and Sensor Tower.

• Annual adjusted EBITDAC margin in the range 26-29 percent.
  • Adjusted EBITDAC is defined as profit before interest, tax, depreciation, amortization, less capitalized product development, adjusted for items affecting comparability.
  • In this fourth operational phase, Stillfront will put an increased focus on incrementally growing margins as well as continue generating strong cash flow. By focusing on adjusted EBITDAC, we highlight our clear ambition to become more efficient in how we allocate capital for game development. Going forward, we will impose even tougher requirements on development projects across our studios and allocate a larger share of investments towards our key game franchises. As a result, we will aim to gradually lower our investments in product development in relation to net revenue.
  • Stillfront’s outcome FY 2022 was 22.7 percent.
• Leverage ratio below 2.0x (including cash earnouts next 12 months).
  • Stillfront’s leverage ratio is defined as net interest-bearing debt, including short-term cash earnout payments, in relation to the last twelve month’s Adjusted EBITDA pro forma. Stillfront may, under certain circumstances, choose to exceed this level during shorter time periods.
  • Stillfront’s ambition is to continue to have a conservative leverage ratio in line with its historic levels.
  • Stillfront’s outcome as of December 31, 2022, was 1.75x.

Stillfront’s Capital Markets Day:

Stillfront will further explain the new financial targets and strategic priorities during its digital Capital Markets Day, which is hosted today, February 15, at 15:00 CET.

Link to the live webcast: https://ir.financialhearings.com/stillfront-cmd-2023

Participants will have the opportunity to ask questions during the event via chat. Questions can also be sent in advance to ir@stillfront.com.

A recorded version of the webcast will be available on stillfront.com after the event.

More information and the full agenda are available at https://www.stillfront.com/en/cmd-2023/

FINANCIAL HIGHLIGHTS Q4

• Net revenue of 1,781 (1,442) MSEK, an increase of 24 percent
• Organic net revenue declined by -0.7 percent
• EBIT of 70 (249) MSEK, a decline of 72 percent
• Adj EBIT of 485 (460) MSEK, an increase of 5 percent, Adj EBIT margin of 27 (32) percent
• Items affecting comparability impacting EBIT amounted to -192 (-24) MSEK, mainly driven by a one-off amortization of -176 (0) MSEK on developed games with shortened economic lifetime and costs of -10 MSEK for workforce reductions
• Amortization of PPA-items amounted to -222 (-187) MSEK
• EBITDA of 655 (532) MSEK, an increase of 23 percent
• Adj EBITDA of 672 (556) MSEK, an increase of 21 percent, Adj EBITDA margin of 38 (39) percent
• Net result of 203 (169) MSEK, an increase of 20 percent
• Free cash flow last 12 months of 974 (953) MSEK, an increase of 2 percent
• Net debt of 3,826 (3,649) MSEK and adjusted leverage ratio, pro forma of 1.5x (1.6x)
• Cash position of 989 (1,133) MSEK and 2,401 (2,494) MSEK of undrawn credit facilities
• Stillfront’s board of directors proposes no dividend for 2022

“Stillfront outperformed a soft market in the last quarter of 2022. Net revenue grew by 24 percent year-over-year to 1,781 MSEK, driven by acquired studios, a positive FX effect and stable performance from our organic studios, with an organic decline of -0.7 percent in the quarter. Adjusted EBIT amounted to 485 MSEK and adjusted EBITDA to 672 MSEK, resulting in adjusted EBIT and adjusted EBITDA margins of 27 and 38 percent respectively. Stillfront continued to generate strong cash flow in 2022. Cash flow from operations before changes in net working capital grew by 29 percent in 2022 to 2,082 MSEK, while free cash flow grew to 974 MSEK, despite increasing our investments in product development by 375 MSEK during the same period. Following several years of strong growth, the global mobile games market declined by approximately -8 percent in 2022. Stillfront saw an organic decline of -1.4 percent for the full-year, significantly better than the market, thanks to strong performance from a number of our key game franchises, contribution from new game launches, and successful in-game events during the year.”

Jörgen Larsson, CEO, Stillfront Group

KEY FIGURES

INVITATION TO WEBCAST

The report will be presented in a live webcast at 10:00 a.m. CET today. Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:
If you wish to participate via webcast please use the link below.
https://ir.financialhearings.com/stillfront-q4-2022

To participate via phone, please call:
If you wish to participate via teleconference please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=5004791

FORWARD-LOOKING STATEMENTS
Some statements herein are forward-looking that reflect Stillfront’s current views or expectations of future financial and operational performance. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risks and uncertainties include but are not limited to general business, economic, competitive, technological, and legal uncertainties and/or risks. Forward-looking statements in this report apply only at the time of announcement of the report and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

The purpose of the capital markets day is to give an update on Stillfront Group’s strategy as well as deep dives into Stillfront’s operations and Stillops platform, financials, ESG, synergies, live ops and product development.

The event will include presentations by Stillfront’s CEO Jörgen Larsson and members of the executive management team, with participation from the leadership of Stillfront’s studios Jawaker and 6waves.

Date: February 15, 2023

Link: https://ir.financialhearings.com/stillfront-cmd-2023

Time: 15:00 CET to approximately 17:30 CET

Further information, including the full agenda, will be available on the Stillfront Group corporate website (https://www.stillfront.com/en/cmd-2023/) in advance of the event.

A recorded version of the web cast will be available on stillfront.com after the event.

Stillfront Group will report its full-year results of 2022 on Wednesday 15 February 2023 at 7:00 a.m. CET. The report will be presented in a live webcast at 10:00 a.m. CET the same day. Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast:

If you wish to participate via webcast please use the link below.
https://ir.financialhearings.com/stillfront-q4-2022

To participate via phone:

If you wish to participate via teleconference please register on the link below. After registration you will be provided phone numbers and a conference ID to access the conference. You can ask questions verbally via the teleconference.
https://conference.financialhearings.com/teleconference/?id=5004791

Jan Samuelson, Chair of the Board of Directors of Stillfront Group AB (publ), has informed the nomination committee that he is not available for re-election at the 2023 annual general meeting. Jan has been chair of the board of directors of Stillfront since 2018.

The nomination committee will be presenting its full proposal of the board of directors, including new chair, well ahead of Stillfront’s annual general meeting. The annual general meeting will be held in Stockholm, Sweden on 11 May 2023.

During December 2022, the total number of shares and votes in Stillfront Group AB (publ) has increased with 34,092, which all relate to the directed share issue to sellers of Game Labs, Inc. resolved by the annual general meeting on 12 May 2022. All such shares have been subscribed for by, and allotted to, relevant sellers.

Stillfront Group will report its fourth quarter and full-year 2022 results on Wednesday 15 February 2023 at 07:00 CET. The report will be presented in a live webcast at 10:00 CET the same day, as usual.

In the afternoon on the same day, Stillfront will host a digital Capital Markets Day between 15:00 – 17:30 CET. The Capital Markets Day provides an opportunity for investors, financial analysts, and financial media to get an update on the strategy and development of Stillfront.

The event will include presentations by Stillfront’s CEO Jörgen Larsson and members of the executive management team, as well as deep dives in Stillfront’s operations and Stillops platform, with participation from the leadership of some of Stillfront’s studios.

For more information, please visit: https://www.stillfront.com/en/cmd-2023/

An invitation including a link to the event and detailed agenda will follow.

During 2022, Stillfront conducted its first reduction impact analysis which has resulted in an activity plan and framework for the group’s first near-term climate targets. By joining the SBTi, Stillfront will now seek to get its near-term emission reduction targets validated and approved by the SBTi – an ambition stated in the 2021 Annual Report.

Stillfront has created a solid data collection model for its decentralized organization, and has conducted yearly greenhouse gas emission disclosures since 2019. In our latest disclosures, scope 1 and 2 emissions made up 3 percent of the group’s total emissions. Stillfront’s largest climate footprint, totaling 97 percent, lies within scope 3, which contains Stillfront’s users’ emissions when playing the games, as well as emissions from digital marketing.

Stillfront will now focus on implementing sufficient actions to reduce emissions from our own operations as well as initiating projects related to reducing energy when gamers play our games.

“Our business in digital entertainment reches almost 70 million monthly active users. We are eager to work together with our gaming population to reduce emissions and future-proof our business”, says Jörgen Larsson, CEO & Founder, Stillfront Group.

The SBTi is a partnership between CDP (Climate Disclosure Project), the United Nations Global Compact, World Resources Institute (WRI) and the Worldwide Fund for Nature (WWF).

Stillfront Group AB (publ) hereby announces that the composition of the nomination committee ahead of the 2023 annual general meeting has changed as a result of a change in ownership.

The composition of the nomination committee ahead of the 2023 annual general meeting was announced through a press release on 9 November 2022. As a result of a subsequent change in ownership, the composition of the nomination committee has changed by Caroline Sjösten (appointed by Swedbank Robur Fonder) leaving the nomination committee and that Niklas Johansson (appointed by Handelsbanken Fonder) joining as a new member of the nomination committee.

After the change, the nomination committee ahead of the 2023 annual general meeting consists of the following members:

• Ossian Ekdahl, Chair of the Nomination Committee, appointed by Första AP-fonden (AP1)
• Niklas Johansson, appointed by Handelsbanken Fonder
• Patrik Jönsson, appointed by SEB Fonder
• Jan Samuelson, Chair of the Board of Directors of Stillfront Group AB (publ) (adjunct)

A shareholder who wishes to submit a proposal to the nomination committee shall do this by a written request to:

Stillfront Group AB (publ)
Att. Nomination Committee
Kungsgatan 38
SE-111 35 Stockholm

or via email: valberedning@stillfront.com

Proposals must be received no later than 31 January 2023 to be considered by the nomination committee. The 2023 annual general meeting will be held in Stockholm, Sweden on 11 May 2023.

Stillfront has utilized its two-year extension option of its revolving credit facility of SEK 3.75 billion with a new maturity date in December 2025. The extension is done at the same terms as the original facility signed in December 2020. With the extension, Stillfront ensures continued cost-effective financing and financial flexibility, while improving the maturity profile of its debt portfolio.

“We are pleased to have secured an extension of our revolving credit facility. The extension underlines the strong support for our strategy from our banking partners and further improves our maturity profile”, says Andreas Uddman, CFO.

The facility is supported by DNB Bank ASA, Sweden Branch; Nordea Bank Abp, filial i Sverige; and Swedbank AB (publ). Mannheimer Swartling has acted as legal advisor to Stillfront.

In accordance with the principles for the appointment of the nomination committee of Stillfront resolved by the 2022 annual general meeting, the nomination committee ahead of the 2023 annual general meeting will consist of the following members:

• Ossian Ekdahl, Chair of the Nomination Committee, appointed by Första AP-fonden (AP1)
• Caroline Sjösten, appointed by Swedbank Robur Fonder
• Patrik Jönsson, appointed by SEB Fonder
• Jan Samuelson, Chair of the Board of Directors of Stillfront Group AB (publ) (adjunct)

A shareholder who wishes to submit a proposal to the nomination committee shall do this by a written request to:

Stillfront Group AB (publ)
Att. Nomination Committee
Kungsgatan 38
SE-111 35 Stockholm

or via email: valberedning@stillfront.com

Proposals must be received no later than 31 January 2023 to be considered by the nomination committee. The 2023 annual general meeting will be held in Stockholm, Sweden on 11 May 2023.

Stillfront’s subsidiary in India, Moonfrog Labs, which was acquired in February 2021, has business operations in Bangladesh through a company called Ulka Games. Ulka Games publishes localized adaptations of Moonfrog Labs’ games, primarily the game Teen Patti Gold.

Recently, Bangladeshi authorities have carried out a series of restrictive measures targeting different forms of online gaming activities. Currently the law enforcement agencies of Bangladesh are considering the use of virtual chips in online gaming as an act of illegal online gambling though no regulation in this regard has yet entered into force.

As part of the above-described measures taken by the Bangladeshi authorities, Stillfront was as per this week informed that a formal investigation relating to alleged online gambling activities has been initiated by the Bangladeshi authorities against some of the members of the management and representatives of Ulka Games, and certain officials of Ulka Games’ shareholders, including Stillfront.

As of now, no formal charges have been filed. Stillfront and its subsidiaries monitor the process closely together with local legal advisors. Ulka Games holds a formal license from the Bangladeshi authorities to offer the game Teen Patti Gold within the country. Further, none of the games provided by Ulka Games in Bangladesh allow for real money to be transferred out of the game.

Due to the measures now taken by Bangladeshi authorities including the new interpretation of what constitutes online gaming as opposed to online gambling under the laws of Bangladesh, Stillfront finds it unviable to conduct online gaming business in Bangladesh under these circumstances. Through its subsidiary Moonfrog Labs, Stillfront has therefore decided to evaluate a potential process to close Moonfrog Labs’ operations in Bangladesh.

The financial impact of a potential discontinuation of the operations in Bangladesh is non-material for the group. For the first nine months of 2022, Ulka Games generated approximately 1 percent of Stillfront Group’s total net revenues and 2 percent of the group’s total EBITDA.

Moonfrog Labs has shown solid growth since becoming part of Stillfront and a potential decision to close its operations in Bangladesh would have no impact on Moonfrog Labs’ business outside of Bangladesh.

FINANCIAL HIGHLIGHTS Q3

• Net revenue of 1,787 (1,311) MSEK, an increase of 36 percent
• Net revenue increased by 1.4 percent organically
• EBIT of 250 (243) MSEK, an increase of 3 percent
• Adj EBIT of 518 (433) MSEK, an increase of 20 percent. Adj EBIT margin of 29 (33) percent
• Items affecting comparability impacting EBIT amounted to -8 (-20) MSEK, mainly driven by costs for share-based compensation programs. Amortization of PPA-items amounted to -260 (-170) MSEK
• EBITDA of 660 (499) MSEK, an increase of 32 percent
• Adj EBITDA of 668 (519) MSEK, an increase of 29 percent. Adj EBITDA margin of 37 (40) percent
• Net result of 83 (129) MSEK
• Net debt of 3,860 (2,654) MSEK and adjusted leverage ratio, pro forma of 1.5x (1.2x)
• Free cash flow last 12 months of 983 (991) MSEK
• Cash position of 1,350 (1,171) MSEK and 2,216 (3,449) MSEK of undrawn credit facilities

“Stillfront’s positive development continued in the third quarter. The year-over-year growth increased to 36 percent, driven by stable performance from our acquired studios, a positive FX effect as a result of the strong US dollar and continued organic growth from our studios. We increased our adjusted EBITDA by 29 percent to 668 MSEK while adjusted EBIT grew by 20 percent to 518 MSEK. Given the challenging market conditions, we are pleased with our above-market growth pace that is a result of successful in-game events and campaigns, strong performance from our strategy games and contribution from several new game launches during the past 12 months. As we enter the last months of the year, we expect that we will continue to build on the positive organic growth trend from the past two quarters and that our organic growth rate will accelerate further during the fourth quarter. We expect to continue to deliver above-market organic growth also in the fourth quarter but due to the recent softer mobile games market, we no longer expect to reach our previous guidance of mid-single digit organic growth for the full year 2022. Looking ahead, the global games market will grow for many years to come and we remain confident in our market position and strategy.”

Jörgen Larsson, CEO, Stillfront Group

KEY FIGURES

INVITATION TO WEBCAST

The report will be presented in a live webcast at 10:00 a.m. CEST today. Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:
https://ir.financialhearings.com/stillfront-q3-2022

To participate via phone, please call:
SE: +46850516386
UK +442031984884
US: +14123176300
Pin code: 2841856#

FORWARD-LOOKING STATEMENTS

Some statements herein are forward-looking that reflect Stillfront’s current views or expectations of future financial and operational performance. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risks and uncertainties include but are not limited to general business, economic, competitive, technological, and legal uncertainties and/or risks. Forward-looking statements in this report apply only at the time of announcement of the report and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

Jörgen Larsson, CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:

https://ir.financialhearings.com/stillfront-q3-2022

To participate via phone, please call:

SE: +46850516386
UK +442031984884
US: +14123176300

Pin code: 2841856#

During September 2022, the total number of shares and votes in Stillfront Group AB (publ) has increased with 1,972,152, which all relate to the directed share issues to sellers of companies acquired by Stillfront Group AB (publ) resolved by the annual general meeting on 12 May 2022, and out of which the following number of shares have been subscribed for by and allotted to the following seller collectives: (i) 186,684 to the sellers of Imperia Online JSC, and (ii) 1,785,468 to certain sellers of Super Free Games, Inc.

Stillfront Group AB (publ) (“Stillfront”) has today formally exercised its right to make a voluntary early redemption of all of its outstanding senior floating rate bonds maturing on 22 November 2022 with ISIN SE0011897925 and outstanding amount of SEK 600 million (the “Bonds”). In accordance with an irrevocable notice of redemption (the “Redemption Notice”), the Bonds will be redeemed in accordance with their terms and conditions at a price equal to 100.50 percent of the outstanding nominal amount plus accrued and unpaid interest from, but excluding, the previous interest payment date until, and including, the early redemption date which occurs on 5 October 2022.

Stillfront will redeem the Bonds with proceeds from a new unsecured term loan facility agreement of EUR 60 million with Swedish Export Credit Corporation (SEK) as lender. The new term loan facility agreement has a four (4) year term and strengthens Stillfront’s financial position and further diversifies the company’s financing platform.

For further details, see the Redemption Notice, which is available at Stillfront’s website: https://www.stillfront.com

During July 2022, the total number of shares and votes in Stillfront Group AB (publ) has increased with 4,130,895, which all relate to the directed share issues to sellers of companies acquired by Stillfront Group AB (publ) resolved by the annual general meeting on 12 May 2022, and out of which the followi0ng number of shares have been subscribed by and allotted to the following seller collectives: (i) 1,735,649 to certain sellers of Storm8 Inc., (ii) 2,086,208 to the sellers of Candywriter LLC, (iii) 4,860 to certain sellers of Everguild Ltd., (iv) 37,681 to certain sellers of Game Labs, Inc., and (v) 266,497 to the sellers of Sandbox Interactive GmbH.

FINANCIAL HIGHLIGHTS Q2

• Net revenue of 1,811 (1,382) MSEK, an increase of 31 percent
• Bookings and net revenue increased organically by 1 percent
• EBIT of 258 (289) MSEK, a decrease of 11 percent
• Adj EBIT of 500 (477) MSEK, an increase of 5 percent. Adj EBIT margin of 28 (35) percent
• Items affecting comparability impacting EBIT amounted to -7 (-25) MSEK, mainly driven by costs for share-based compensation programs. Amortization of PPA-items amounted to -236 (-163) MSEK
• EBITDA of 632 (526) MSEK, an increase of 20 percent
• Adj EBITDA of 639 (551) MSEK, an increase of 16 percent. Adj EBITDA margin of 35 (40) percent
• Net result of 117 (149) MSEK
• Net debt of 3,571 (3,587) MSEK and adjusted leverage ratio, pro forma of 1.4x (1.6x)
• Free cash flow last 12 months of 1,016 (865) MSEK
• Cash position of 1,470 (850) MSEK and 2,305 (2,605) MSEK of undrawn credit facilities

“Stillfront’s positive momentum accelerated in the second quarter of 2022. Net revenues grew by 31 percent to 1,811 MSEK and free cash flow for the last twelve months grew by 18 percent to 1,016 MSEK. The organic growth amounted to 1 percent in the quarter, which is an improvement by 8 percentage points compared to the first quarter. The return to organic growth is driven by a combination of successful new game launches and strong live ops across the portfolio. We took additional steps during the quarter to further strengthen our user acquisition and data platform capabilities through Stillops, which enables us to work seamlessly across the group, continue to expand our market reach globally and create significant synergies between our studios. In contrast to the lower growth rates reported from third-party data providers during the first half of the year, we continue to see a high demand for our games and strong returns on our user acquisition spend, and we expect a solid organic growth acceleration during the second half of the year. We reiterate our guidance of mid-single digit organic growth for the full-year 2022.”

Jörgen Larsson

KEY FIGURES

INVITATION TO WEBCAST

The report will be presented in a live webcast at 11:00 a.m. CEST today. Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:
https://tv.streamfabriken.com/stillfront-q2-2022

To participate via phone, please call:
SE: +46 8 505 583 73
UK: +44 33 330 092 73
US: +1 64 672 249 57

FORWARD-LOOKING STATEMENTS

Some statements herein are forward-looking that reflect Stillfront’s current views or expectations of future financial and operational performance. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risks and uncertainties include but are not limited to general business, economic, competitive, technological, and legal uncertainties and/or risks. Forward-looking statements in this report apply only at the time of announcement of the report and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q2-2022

To participate via phone, please call:

SE: +46 8 505 583 73
UK: +44 33 330 092 73
US: +1 64 672 249 57

At the annual general meeting the presented profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet were adopted. The meeting resolved that the amount at the disposal of the annual general meeting, SEK 10,414,822,451, be carried forward. The board of directors and the managing director were discharged from liability for the fiscal year 2021. The board of directors’ remuneration report for 2021 was approved.

The meeting resolved, in accordance with the nomination committee's proposal, to elect Marcus Jacobs as new member of the board of directors and to re-elect Jan Samuelson, Erik Forsberg, Katarina G. Bonde, Birgitta Henriksson and Ulrika Viklund as directors of the board until the close of the next annual general meeting. Jan Samuelson was re-elected as chairman of the board of directors.
 
The auditing firm Öhrlings PricewaterhouseCoopers AB was re-elected as the company's auditor and Nicklas Kullberg will continue to be the auditor in charge.

The meeting resolved that the fees to be paid to the board members for the period until the next annual general meeting shall be in total SEK 2,250,000 (SEK 2,030,000 last year), with SEK 750,000 (SEK 730,000) to the chairman of the board of directors and SEK 300,000 (SEK 260,000) to each of the board members that are elected by the annual general meeting. The meeting resolved that the fees to be paid to the members of the audit committee for the period until the next annual general meeting shall be in total SEK 325,000 (SEK 325,000), with SEK 250,000 (SEK 250,000) to the chairman of the audit committee and SEK 75,000 (SEK 75,000) to the member of the audit committee. The meeting resolved that the fees to be paid to each of the members of the remuneration committee for the period until the next annual general meeting shall be in total SEK 105,000 (SEK 105,000), with SEK 70,000 (SEK 70,000) to the chairman of the remuneration committee and SEK 35,000 (SEK 35,000) to the member of the remuneration committee. The meeting resolved that fees to be paid to the members of the M&A committee (which was established in 2021) for the period until the next annual general meeting shall be SEK 105,000 with SEK 70,000 to the chairman of the M&A committee and SEK 35,000 to the member of the M&A committee.
 
The meeting resolved that remuneration to the auditors shall be paid according to current approved account.
 
The meeting adopted the instructions to the nomination committee in accordance with the nomination committee's proposal to apply until further notice.
 
The meeting established guidelines for remuneration and other terms of employment for the company’s CEO and executive management in accordance with the board of director's proposal.
 
The meeting resolved, in accordance with the proposal of the board of directors, on seven directed new share issues to the sellers of seven of the companies that Stillfront previously has acquired:
 
·       New share issue of not more than 2,607,429 shares directed to the sellers of Candywriter LLC for a subscription price of SEK 45.506 per share, meaning that Stillfront's share capital shall increase by not more than SEK 182,520.031.
·       New share issue of not more than 6,075 shares directed to the sellers of Everguild Ltd. for a subscription price of SEK 37.363 per share, meaning that Stillfront's share capital shall increase by not more than SEK 425.263.
·       New share issue of not more than 86,318 shares directed to the sellers of Game Labs Inc. for a subscription price of SEK 45.506 per share, meaning that Stillfront's share capital shall increase by not more than SEK 6,042.289.
·       New share issue of not more than 253,265 shares directed to the sellers of Imperia Online JSC for a subscription price of SEK 48.163 per share, meaning that Stillfront's share capital shall increase by not more than SEK 17,728.547.
·       New share issue of not more than 289,507 shares directed to the sellers of Sandbox Interative GmbH for a subscription price of SEK 36.638 per share, meaning that Stillfront's share capital shall increase by not more than SEK 20,265.488.
·       New share issue of not more than 1,927,559 shares directed to the sellers of Storm8, Inc. for a subscription price of SEK 36.638 per share, meaning that Stillfront's share capital shall increase by not more than SEK 134,929.110.
·       New share issue of not more than 3,273,734 shares directed to the sellers of Super Free Games Inc. for a subscription price of SEK 45.506 per share, meaning that Stillfront's share capital shall increase by not more than SEK 229,161.382. 

The reason for the new share issues and the deviation from the shareholders' pre-emption rights is to fulfil the share purchase agreements which Stillfront has entered into with the sellers of Candywriter LLC, Everguild Ltd., Game Labs Inc., Imperia Online JSC, Sandbox Interactive GmbH, Storm8, Inc. and Super Free Games Inc., respectively. The newly issued shares shall be subscribed for on subscription lists no later than 31 August 2022. Payment for subscribed shares shall be made by way of set-off of the sellers' claim for earn-out considerations pursuant to the share purchase agreements. The size of the earn-out considerations, which determines the number of shares which will be allotted, is not yet finally determined. The determined number of shares which will be issued will be communicated in connection with the allotment of the shares.
 
The meeting resolved, in accordance with the proposal of the board of directors, to authorize 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 debt in the company. The authorization shall be limited whereby the board of directors may not resolve to issue shares, warrants or convertible debt 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 by set-off or otherwise with conditions.
 
The meeting resolved, in accordance with the proposal of the board of directors, to authorize 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. The meeting also resolved, in accordance with the proposal of the board of directors, to authorize the board of directors to, on one or several occasions during the period until the next annual general meeting, resolve on transfer of own shares.
 
The meeting resolved to implement a long term incentive program in accordance with the board of directors’ proposal, meaning that a maximum of 2,000,000 restricted stock units shall be offered to approximately 65 participants, consisting of the CEO, senior executives and key personnel of the group. Allotment of shares for vested restricted stock units is conditional upon satisfaction of a performance target set by the board of directors. Further, the restricted stock units are gradually vested during a three year period, and after the expiration of the vesting period and fulfilment of the above mentioned performance target, each vested restricted stock unit entitles the participant to acquire, free of charge, one share in the company. The meeting approved the proposal of the board of directors to issue up to 2,000,000 warrants to ensure delivery of shares to the participants in the long term incentive program. The meeting also resolved, in accordance with the board of director’s proposal, that transfer of own shares to participants in the long term incentive program may be done to ensure delivery of shares in the company under the long term incentive program. 

FINANCIAL HIGHLIGHTS Q1

• Net revenue of 1,678 (1,319) MSEK, an increase of 27 percent
• Organic bookings declined by –6.4 percent, organic net revenues declined by -6.8 percent
• EBIT of 272 (253) MSEK, an increase of 8 percent
• Adj EBIT of 502 (432) MSEK, an increase of 16 percent. Adj EBIT margin of 30 (33) percent
• Items affecting comparability impacting EBIT amounted to -19 (-35) MSEK, mainly driven by costs related to the acquisition of 6waves. Amortization of PPA-items amounted to -211 (-144) MSEK
• EBITDA of 597 (463) MSEK, an increase of 29 percent
• Adj EBITDA of 616 (498) MSEK, an increase of 24 percent. Adj EBITDA margin of 37 (38) percent
• Net result of 144 (148) MSEK
• Net debt of 3,092 (3,119) MSEK and adjusted leverage ratio, pro forma of 1.2x (1.3x)
• Free cash flow last 12 months of 1,113 MSEK (810 MSEK)
• Cash position of 1,740 (1,225) MSEK and 2,458 (1,211) MSEK of undrawn credit facilities

“Stillfront had a strong start to 2022. In the first quarter, we grew our net revenues by 27 percent to 1,678 MSEK and our adjusted EBIT by 16 percent to 502 MSEK, resulting in an adjusted EBIT margin of 30 percent. Our free cash flow for the last twelve months amounted to 1,113 MSEK, growing by 37 percent compared to the same 12-month period last year, despite record-high investments in game development during the same period. Looking ahead, Stillfront is in a good position to continue its growth trajectory during the rest of the year and onwards. We have a clear path to return to organic growth and we are focusing all our resources to continue to launch and scale new games and grow our existing portfolio under the coming year. We reiterate our guidance of mid-single digit organic growth for the full-year 2022.”

Jörgen Larsson, CEO, Stillfront Group

KEY FIGURES

INVITATION TO WEBCAST
The report will be presented in a live webcast at 10:00 a.m. CEST today. Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:
https://tv.streamfabriken.com/stillfront-q1-2022

To participate via phone, please call:
SE: +46 8 505 583 53
UK: +44 33 330 092 64
US: +1 64 672 249 56

FORWARD-LOOKING STATEMENTS
Some statements herein are forward-looking that reflect Stillfront’s current views or expectations of future financial and operational performance. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risks and uncertainties include but are not limited to general business, economic, competitive, technological, and legal uncertainties and/or risks. Forward-looking statements in this report apply only at the time of announcement of the report and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q1-2022

To participate via phone, please call:

SE: +46 8 505 583 53
UK: +44 33 330 092 64
US: +1 64 672 249 56

The report summarizes business and strategy, financial performance, and work on sustainability. Stillfront’s 2021 Annual and Sustainability Report is available on stillfront.com. The Swedish Annual Report is also available in European Single Electronic Format (ESEF).

Pursuant to section 13 of Stillfront Group AB (publ)’s articles of association, the board of directors has resolved that shareholders may 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.

Precautionary measures in connection with the annual general meeting due to Covid-19
At the time of the issue of this notice, there are no restrictions regarding public gatherings due to the spread of the Corona virus (covid-19). Stillfront cares for the health of its shareholders and employees. Stillfront closely monitors developments and will, if necessary, take precautionary measures to limit the spread of the virus and to comply with any restrictions and recommendations from authorities applicable from time to time. Such precautionary measures in connection with the annual general meeting will be published on the Company’s website.

RIGHT TO PARTICIPATE
Shareholders who wish to participate at 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 Wednesday, 4 May 2022 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by Friday, 6 May 2022; and
• notify their intention to attend 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 Friday, 6 May 2022.

NOTIFICATION OF ATTENDANCE IN PERSON
Shareholders who wish to attend the annual general meeting in person must notify the Company either in writing to Stillfront Group AB (publ), “AGM”, Kungsgatan 38, 111 35 Stockholm or at agm@stillfront.com. The notification shall set out name/company name, personal identification number/corporate registration number, number of shares and, when applicable, number of advisors which may not exceed two. If attending by proxy, the notification must be accompanied by a written, dated and signed power of attorney. The original power of attorney form must be presented at the annual general meeting. Power of attorney forms are available on the Company’s website www.stillfront.com and will be sent free of charge to those shareholders who so request and state their postal address or email address. Representatives of legal entities shall also enclose a copy of the registration certificate or equivalent document which indicates the persons authority to represent the legal entity.

POSTAL VOTING
Shareholders who wish to exercise their voting rights by postal voting shall use a special form. The form for postal voting will be made available via a web link on the Company’s website https://www.stillfront.com/en/annual-general-meeting-2022/. Complete forms must be received by the Company no later than Friday, 6 May 2022. The postal voting form can also be sent by way of post to Stillfront Group AB (publ), "AGM", Kungsgatan 38, 111 35 Stockholm. The submission of a postal voting form is considered as a notification of participation at the annual general meeting.

The shareholder cannot give any instructions other than by marking one of the stated alternatives for each item of the form. If the shareholder has added special instructions or conditions in the form, or amended or added to the pre-printed text, the vote will be invalid.

Only one form per shareholder will be taken into consideration. If more than one form is submitted, only the most recently dated form will be taken into consideration. If two or more forms have the same date, only the form received last by Stillfront will be taken into consideration. Incomplete or incorrectly completed forms may be disregarded.

Those who wish to withdraw a postal vote and instead cast their vote by participating in the annual general meeting in person or by proxy must notify the annual general meeting’s secretariat before the meeting is opened.

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, those having their shares registered in the name of a nominee must have their shares registered in their own name so that he or she is registered as a shareholder in the share register kept by Euroclear Sweden AB no later than Friday, 6 May 2022. Such registration may be temporary. 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.

PROXIES AND PROXY FORMS
Shareholders not attending the annual general meeting in person can exercise its rights at the annual general meeting through proxies with a written, signed and dated power of attorney. Shareholders can vote by post at the annual general meeting through proxies with a written, signed and dated power of attorney. The power of attorney shall be attached to the form for postal voting.

A proxy form is available at the Company’s website, https://www.stillfront.com/en/annual-general-meeting-2022/.

For questions about the annual general meeting or to receive a postal voting form or proxy form by post, please contact: Stillfront Group AB (publ), "AGM", Kungsgatan 38, 111 35 Stockholm or send an e-mail to agm@stillfront.com.

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 at the annual general meeting 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 chairman for the meeting
3. Election of one or two persons to approve the minutes
4. Preparation and approval of the voting register
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 and consolidated accounts and auditor’s 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 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 directors of the board and the auditors
12. Appointment of the board of directors
13. Appointment of the chairman of the board of directors
14. Appointment of auditor
15. Resolution on nomination committee
16. Resolution to adopt the remuneration guidelines for executive management
17. Resolution on a directed new share issue to the sellers of Candywriter LLC
18. Resolution on a directed new share issue to the sellers of Everguild Ltd.
19. Resolution on a directed new share issue to the sellers of Game Labs Inc.
20. Resolution on a directed new share issue to the sellers of Imperia Online JSC
21. Resolution on a directed new share issue to the sellers of Sandbox Interactive GmbH
22. Resolution on a directed new share issue to the sellers of Storm8, Inc.
23. Resolution on a directed new share issue to the sellers of Super Free Games Inc.
24. Resolution on authorization for the board of directors to issue shares, warrants and convertible debt
25. Resolution on authorization for the board of directors to resolve on repurchase of own shares
26. Resolution on authorization for the board of directors to resolve on transfer of own shares
27. Resolution on long-term incentive program (LTIP 2022/2026)
28. Resolution on (a) issue of warrants and (b) approval of transfer of warrants
29. Resolution to transfer own shares to participants in LTIP 2022/2026
30. Closing of the meeting

PRINCIPAL PROPOSALS FOR RESOLUTIONS
Appointment of the chairman for the meeting (item 2)

The nomination committee proposes Jan Samuelson as chairman of the meeting, or in the event of his absence, the person appointed by a representative of the nomination committee.

Election of one or two persons to approve the minutes (item 3)

The board of directors proposes that Caroline Sjösten and Ossian Ekdahl or in the event of absence of one or both of them, the person(s) appointed by the board of directors, to approve the minutes.

Preparation and approval of the voting register (item 4)

The voting register that is proposed to be approved is the voting register that Euroclear has prepared on behalf of the Company, based on the shareholders register, shareholders notified and 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 and the Chief Executive Officer propose, in accordance with the proposal included in the annual report, that the annual general meeting resolves that the residue of this year’s result of SEK 10,414,822,451 shall be carried forward.

Resolution on discharge from liability for the directors of the board and the Chief Executive Officer (item 8 c)

The auditor recommends that the annual general meeting grants discharge from liability for the financial year. Decisions on discharge from liability are proposed to be made through separate individual decisions for each board member and the Chief Executive Officer in the following order:

(i) Jan Samuelson, chairman of the board of directors

(ii) Erik Forsberg, member of the board of directors

(iii) Katarina G. Bonde, member of the board of directors

(iv) Birgitta Henriksson, member of the board of directors

(v) Ulrika Viklund, member of the board of directors

(vi) Kai Wawrzinek, member of the board of directors

(vii) Jörgen Larsson, Chief Executive Officer

Presentation of the remuneration report for approval (item 9)

The board of directors proposes that the annual general meeting approves the remuneration report for 2021.

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 directors of the board and the auditors (item 11)

The nomination committee proposes that the total fees paid to the board members for the period until the next annual general meeting shall be SEK 2,250,000 (SEK 2,030,000 last year), with SEK 750,000 (SEK 730,000 last year) to the chairman of the board of directors and SEK 300,000 (SEK 260,000) to each of the board members elected by the general meeting.

The nomination committee proposes that the total fees to be paid to the members of the audit committee for the period until the next annual general meeting shall be SEK 325,000 (SEK 325,000) with SEK 250,000 (SEK 250,000) to the chairman of the audit committee and SEK 75,000 (SEK 75,000) to the member of the audit committee.

The nomination committee proposes that the total fees to be paid to the members of the remuneration committee for the period until the next annual general meeting shall be SEK 105,000 (SEK 105,000) with SEK 70,000 (SEK 70,000) to the chairman of the remuneration committee and SEK 35,000 (SEK 35,000) to the member of the remuneration committee.

The nomination committee proposes that the total fees to be paid to the members of the M&A committee (which was established in 2021) for the period until the next annual general meeting shall be SEK 105,000, with SEK 70,000 to the chairman of the M&A committee and SEK 35,000 to the member of the M&A committee.

Remuneration to the auditors is proposed to be paid according to current approved account.

Appointment 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 2023:

Election of

(i) Marcus Jacobs

Re-election of

(ii) Jan Samuelson

(iii) Erik Forsberg

(iv) Katarina G. Bonde

(v) Birgitta Henriksson

(vi) Ulrika Viklund

Kai Wawrzinek has declined re-election.

Appointment of chairman of the board of directors (item 13)

The nomination committee proposes to re-elect Jan Samuelson as chairman of the board of directors, for the period until the close of the annual general meeting 2023.

Appointment of auditor (item 14)

The nomination committee proposes that the registered auditing firm Öhrlings PricewaterhouseCooper AB is re-elected as the Company’s auditor for the period until the close of the annual general meeting 2023. Öhrlings PricewaterhouseCooper AB has declared that if the annual general meeting resolves in accordance with the nomination committee’s proposal, Nicklas Kullberg will be appointed to continue as auditor in charge.

Resolution on nomination committee (item 15)

The nomination committee proposes that the annual general meeting resolves that the nomination committee shall be appointed in accordance with the following principles.

The chairman of the board of directors shall, based on the shareholding according to Euroclear Sweden AB as of the last business day in September 2022, contact the three largest shareholders, who shall be entitled to appoint one member each of the nomination committee. If any of the three largest shareholders declines to appoint a member of the nomination committee, the next largest shareholder shall be offered the opportunity to appoint a member of the nomination committee. However, no more than the ten largest shareholders need to be requested to appoint a member of the nomination committee. The nomination committee may decide that the chairman of the board of directors shall be a member of the nomination committee. The Chief Executive Officer or another member of the Company's executive management shall not be a member of the nomination committee. The chairman of the board of directors shall convene the nomination committee to its first meeting. The Chairman of the nomination committee shall, unless its members agree otherwise, be the member appointed by the largest shareholder. The term of the nomination committee expires when a new nomination committee has been appointed.

If a shareholder, who is represented in the nomination committee, during the term of the nomination committee ceases to be one of the three largest shareholders, a representative appointed by that shareholder shall offer to vacate his or her office and the shareholder who has become one of the three largest shareholders shall be offered the opportunity to appoint a member of the nomination committee. No changes will be made to the composition of the nomination committee if only minor changes to the shareholding have taken place or if a change occurs later than three months prior to the annual general meeting. A shareholder who has appointed a representative in the nomination committee is entitled to remove such representative and appoint another representative. Changes in the nomination committee's composition shall be published on the Company's website as soon as the composition has changed.

It is proposed that the nomination committee's tasks shall be to prepare and draw up proposals regarding appointment of chairman of the annual general meeting, chairman of the board of directors and other directors of the board, remuneration to the chairman of the board of directors and the other directors of the board, including any remuneration for committee work, appointment of auditor, remuneration to the auditor and principles for the appointment of the nomination committee. No remuneration shall be paid to the nomination committee. If deemed necessary, the nomination committee may engage external consultants to find candidates with relevant experience and the Company shall cover the cost for such consultants. The nomination committee shall, in connection with performing its tasks, forward certain information to the Company so that the Company can comply with applicable obligations to disclose information.

The composition of the nomination committee shall be announced no later than six months before the annual general meeting. In connection therewith, information shall also be provided on how shareholders can submit proposals to the nomination committee.

The instruction for the nomination committee shall apply until further notice.

Resolution to adopt the remuneration guidelines for executive management (item 16)

These guidelines apply to remuneration and other terms of employment of the Chief Executive Officer (the “CEO”) and other individuals of the executive management of the Company.

The guidelines for executive remuneration as approved by the Annual General Meeting 2021 remain largely unchanged. However, clarifications have been made regarding, inter alia, criteria for variable remuneration.

Subject to what is set out in the next paragraph, these guidelines shall also apply in relation to a member of the board of directors of Stillfront who receives any remuneration from the Company and any reference herein to the “executive management” and/or an “executive” shall for such purposes be deemed to also include such board member.

These guidelines do not apply to any remuneration decided or approved by the general meeting.

The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2022.

The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability

Stillfront’s business strategy is to be a leading free-to-play powerhouse, offering long-term first class digital entertainment through its global group of gaming studios. Organic growth and carefully selected and executed acquisitions embody Stillfront’s growth strategy. For more information regarding the Company’s business strategy, please see https://www.stillfront.com/en/about-the-company/.

A prerequisite for the successful implementation of the Company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the Company is able to recruit and retain qualified personnel. To this end, it is necessary that the Company offers competitive remuneration. The overall guidelines for remuneration to the Company’s executive management shall be based on the position, the individual performance, the Company's earnings and that the remuneration shall be competitive.

Types of remuneration, etc.

The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration based on annual performance targets (bonus), pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

Fixed salary

The fixed salary shall be based on the individual’s experience, field of responsibility and related to the relevant market. Fixed salary shall be revised annually.

Variable cash remuneration

The satisfaction of criteria for awarding variable cash remuneration shall be measured annually. The variable cash remuneration for an executive manager may, as the main rule, correspond to not more than fifty per cent (50%) of the fixed annual cash salary. However, the variable cash remuneration may correspond to up to one hundred per cent (100%) of the fixed annual cash salary of an executive manager if justified by remuneration structures or extraordinary arrangements in the individual case.

The variable cash remuneration shall be linked to predetermined and measurable criteria such as earnings, achievements in relation to the budget, the development of the Company’s share price, fulfilled sustainability goals and personal performance. Thereby, the variable cash remuneration is linked to the Company’s business strategy, long-term interests and sustainability.

The board of directors shall have the possibility, under applicable law or contractual provisions, subject to the restrictions that may apply under law or contract, to in whole or in part reclaim variable remuneration paid on incorrect grounds (claw-back).

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The remuneration committee is responsible for the evaluation in so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the Company.

Variable long-term incentive program (LTIP)

Long-term incentive programs have been implemented in the Company. Such programs have been resolved by the general meeting and are therefore excluded from these guidelines. The incentive programs include the executive management and other key individuals of the Company and its subsidiaries. The programs are conditional upon certain holding periods of several years. For more information regarding these programs, including the criteria which the outcome depends on, please see https://www.stillfront.com/en/remuneration/.

Pension benefits and other benefits

Pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than thirty per cent (30%) of the fixed annual cash salary.

Other benefits may include, for example, medical insurance (Sw: sjukvårdsförsäkring) and company cars. Such benefits shall be limited and not exceed five per cent (5%) of the fixed annual cash salary.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Termination of employment

Members of the executive management shall be offered employment terms in accordance with the laws and practices applicable to the country in which the employee is employed. Employment agreements between the Company and members of the executive management generally apply until further notice. Upon termination of an employment, the notice period may not exceed twelve (12) months. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for one (1) year for any executive. In the event of termination by the executive, the notice period may not exceed six (6) months, without any right to severance pay.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall be based on the fixed cash salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions, and be paid during the time the non-compete undertaking applies.

Salary and employment conditions for executive management

When evaluating whether these guidelines and the limitations set out herein are reasonable, the board of directors (including the remuneration committee) has considered the total income of all employees of the Company, including the various components of their remuneration as well as the increase and growth rate over time.

The decision-making process to determine, review and implement the guidelines

The board of directors has established a remuneration committee. The committee’s tasks include preparing the board of directors’ decision to propose guidelines for executive remuneration. The board of directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The members of the remuneration committee are independent of the Company and its executive management. The CEO and other members of the executive management do not participate in the board of directors’ preparation of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.

Information on remuneration resolved but not yet due

There is no resolved remuneration that is not yet due.

Derogation from the guidelines

The board of directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As set out above, the remuneration committee’s tasks include preparing the board of directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.

There has been no deviation from the remuneration guidelines resolved by the annual general meeting 2021.

Resolution on a directed new share issue to the sellers of Candywriter LLC (item 17)

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 182,520.031 through an issue of not more than 2,607,429 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 Candywriter LLC.

3. The subscription price shall be SEK 45.506, 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 2021. 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 August 2022.

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 12,889,194 in aggregate. The amount of the claims may be lower. 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 be entitled 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.

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 Candywriter LLC.

The Company’s assessment is that the earn-out consideration will amount to in total approximately USD 20,622,710, of which 50% of the amount shall be paid in new issued shares in the Company. The final amount is, however, dependent on the outcome of the audit of the financial statements for 2021 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 to be allotted (the number of shares can be lower, but not higher than the maximum number of shares proposed under item 1 above). The number of issued shares 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 will be allotted is expected to amount to approximately 2,085,943 shares. In order to give the Company’s board of directors some flexibility in connection with the determination of the final earn-out consideration, an issue of a maximum number of shares has been proposed (and the maximum amount of claim possible to set off has been increased correspondingly).

Resolution on a directed new share issue to the sellers of Everguild Ltd. (item 18)

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 425.263 through an issue of not more than 6,075 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 Everguild Ltd.

3. The subscription price shall be SEK 37.363, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the five (5) trading days prior to and the five (5) trading days following the announcement of the year-end report of the Company for 2021. 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 August 2022.

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 GBP 18,014 in aggregate. The amount of the claims may be lower. 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 be entitled 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.

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 Everguild Ltd.

The Company’s assessment is that the earn-out consideration will amount to in total approximately GBP 33,137, of which approximately 43.49% of the amount shall be paid in new issued shares in the Company. The final amount is, however, dependent on the outcome of the audit of the financial statements for 2021 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 to be allotted (the number of shares can be lower, but not higher than the maximum number of shares proposed under item 1 above). The number of issued shares 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 will be allotted is expected to amount to approximately 4,860 shares. In order to give the Company’s board of directors some flexibility in connection with the determination of the final earn-out consideration, an issue of a maximum number of shares has been proposed (and the maximum amount of claim possible to set off has been increased correspondingly).

Resolution on a directed new share issue to the sellers of Game Labs Inc. (item 19)

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 6,042.289 through an issue of not more than 86,318 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 Game Labs Inc.

3. The subscription price shall be SEK 45.506, 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 2021. 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 August 2022.

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 426,694 in aggregate. The amount of the claims may be lower. 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 be entitled 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.

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 Game Labs Inc.

The Company’s assessment is that the earn-out consideration will amount to in total approximately USD 1,137,851, of which 30% of the amount shall be paid in new issued shares in the Company. The final amount is, however, dependent on the outcome of the audit of the financial statements for 2021 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 to be allotted (the number of shares can be lower, but not higher than the maximum number of shares proposed under item 1 above). The number of issued shares 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 will be allotted is expected to amount to approximately 69,055 shares. In order to give the Company’s board of directors some flexibility in connection with the determination of the final earn-out consideration, an issue of a maximum number of shares has been proposed (and the maximum amount of claim possible to set off has been increased correspondingly).

Resolution on a directed new share issue to the sellers of Imperia Online JSC (item 20)

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 17,728.547 through an issue of not more than 253,265 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 Imperia Online JCS.

3. The subscription price shall be SEK 48.163, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the thirty (30) days prior to (and including) the last day of the calendar year 2021. 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 August 2022.

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 EUR 1,187,500 in aggregate. The amount of the claims may be lower. 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 be entitled 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.

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 Imperia Online JSC.

The Company’s assessment is that the earn-out consideration will amount to in total approximately EUR 1,900,000, of which 50% of the amount shall be paid in new issued shares in the Company. The final amount is, however, dependent on the outcome of the audit of the financial statements for 2021 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 to be allotted (the number of shares can be lower, but not higher than the maximum number of shares proposed under item 1 above). The number of issued shares 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 will be allotted is expected to amount to approximately 202,612 shares. In order to give the Company’s board of directors some flexibility in connection with the determination of the final earn-out consideration, an issue of a maximum number of shares has been proposed (and the maximum amount of claim possible to set off has been increased correspondingly).

Resolution on a directed new share issue to the sellers of Sandbox Interactive GmbH (item 21)

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 20,265.488 through an issue of not more than 289,507 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 Sandbox Interactive GmbH.

3. The subscription price shall be SEK 36.638, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the ten (10) trading days prior to and the ten (10) days following the announcement of the year-end report of the Company for 2021. 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 August 2022.

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 EUR 1,005,729 in aggregate. The amount of the claims may be lower. 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 be entitled 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.

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 Sandbox Interactive GmbH.

The Company’s assessment is that the earn-out consideration will amount to in total approximately EUR 3,591,888, of which approx. 22.4% of the amount shall be paid in new issued shares in the Company. The final amount is, however, dependent on the outcome of the audit of the financial statements for 2021 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 to be allotted (the number of shares can be lower, but not higher than the maximum number of shares proposed under item 1 above). The number of issued shares 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 will be allotted is expected to amount to approximately 231,606 shares. In order to give the Company’s board of directors some flexibility in connection with the determination of the final earn-out consideration, an issue of a maximum number of shares has been proposed (and the maximum amount of claim possible to set off has been increased correspondingly).

Resolution on a directed new share issue to the sellers of Storm8, Inc. (item 22)

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 134,929.110 through an issue of not more than 1,927,559 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 Storm8, Inc.

3. The subscription price shall be SEK 36.638, which corresponds to the volume weighted average price per share in the Company on Nasdaq Stockholm during the ten (10) trading days prior to and the ten (10) trading days following the announcement of the year-end report of the Company for 2021. 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 August 2022.

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 7,593,320 in aggregate. The amount of the claims may be lower. 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 be entitled 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.

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 Storm8, Inc.

The Company’s assessment is that the earn-out consideration will amount to in total approximately USD 27,612,071, of which 25% of the amount shall be paid in new issued shares in the Company. The final amount is, however, dependent on the outcome of the audit of the financial statements for 2021 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 to be allotted (the number of shares can be lower, but not higher than the maximum number of shares proposed under item 1 above). The number of issued shares 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 will be allotted is expected to amount to approximately 1,752,326 shares. In order to give the Company’s board of directors some flexibility in connection with the determination of the final earn-out consideration, an issue of a maximum number of shares has been proposed (and the maximum amount of claim possible to set off has been increased correspondingly).

Resolution on a directed new share issue to the sellers of Super Free Games Inc. (item 23)

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 229,161.382 through an issue of not more than 3,273,734 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 Super Free Games Inc.

3. The subscription price shall be SEK 45.506, 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 2021. 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 August 2022.

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 16,182,911 in aggregate. The amount of the claims may be lower. 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 be entitled 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.

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 Super Free Games Inc.

The Company’s assessment is that the earn-out consideration will amount to in total approximately USD 19,762,770, of which 52.5% of the amount shall be paid in new issued shares in the Company. The final amount is, however, dependent on the outcome of the audit of the financial statements for 2021 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 to be allotted (the number of shares can be lower, but not higher than the maximum number of shares proposed under item 1 above). The number of issued shares 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 will be allotted is expected to amount to approximately 2,098,910 shares. In order to give the Company’s board of directors some flexibility in connection with the determination of the final earn-out consideration, an issue of a maximum number of shares has been proposed (and the maximum amount of claim possible to set off has been increased correspondingly).

Resolution on authorization for the board of directors to issue shares, warrants and convertible debt (item 24)

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 debt in the company. The authorization shall be limited whereby the board of directors may not resolve to issue shares, warrants or convertible debt 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 by 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 25)

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.

2. Purchases may be made up to a maximum number of shares corresponding to one tenth of all shares in the Company, i.e. the Company’s holding of own shares after a purchase may not exceed one-tenth of all the shares in the Company.

3. Purchases of shares may only be effected on Nasdaq Stockholm within the registered price interval at any given time.

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 or in connection with the handling of incentive programmes. 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 26)

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.

Resolution on long-term incentive program (LTIP 2022/2026) (item 27)

The board of directors proposes that the annual general meeting, as set out below, resolves on implementing a restricted stock unit long-term incentive program for senior executives and key personnel within the group (the “LTIP 2022/2026”).

Objectives of the LTIP 2022/2026

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 2022/2026. The board of directors believes that LTIP 2022/2026 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 2,000,000 restricted stock units (“Restricted Stock Units”) shall be offered to approximately 65 participants, consisting of the CEO, senior executives and key personnel of the group. Members of the board of directors shall not be entitled to participate in the LTIP 2022/2026. No individual participants shall be able to be allocated more than 20 per cent of the total amount of Restricted Stock Units (i.e. 400,000 Restricted Stock Units). The participants in LTIP 2022/2026 shall be allotted Restricted Stock Units free of charge entitling to allotment of shares in the Company. The allotment of Restricted Stock Units shall take place up to and including the day before the Annual General Meeting 2023. The board of directors shall have the right to resolve on allotment to participants in accordance with the following framework.

LTIP 2022/2026 is suggested to comprise the following two (2) categories:

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 acquire, free of charge, one (1) share in the Company during any of the following periods (however, each participant may only acquire shares through Restricted Stock Units on one occasion): (i) from and including the day the board of directors determines on the outcome of the Performance Target (as defined under paragraph 2 below) up to and including seven days thereafter, (ii) from and including the day of public announcement of the Company’s Q2 report 2026 up to and including seven days thereafter, (iii) from and including the day of public announcement of the Company’s Q3 report 2026 up to and including seven days thereafter. However, a participant shall not be entitled to acquire any share prior to the date that falls three years from the allotment of Restricted Stock Units to such participant. The board of directors may extend the period during which the Restricted Stock Units may be exercised if participants are prevented from exercising their Restricted Stock Units due to applicable laws on insider trading or similar.

2. Allotment of shares for vested Restricted Stock Units is conditional upon satisfaction of the following performance target set by the board of directors (the “Performance Target”):

The performance target is related to the average annual total shareholder return including reinvested dividends (Total Shareholder Return (“TSR”)) on the Stillfront share on Nasdaq Stockholm of a minimum eight per cent during a four-year measurement period (the “Measurement Period”). The starting value for the Measurement Period shall be the volume weighted average price on the Company’s shares on Nasdaq Stockholm during the twenty (20) days of trading following the publication of Stillfront’s interim report for the first quarter of 2022 and the end value of the Measurement Period shall be the volume weighted average price on the Company’s shares on Nasdaq Stockholm during the twenty (20) days of trading following the publication of Stillfront’s interim report for the first quarter of 2026. If the target Performance Target is reached, full allotment is made of shares as a result of exercise of vested Restricted Stock Units. If performance is below the Performance Target, no allotment of Restricted Stock Units will be made.

The board of directors will determine the outcome of the Performance Target during the second quarter of 2026. The Performance Target may be adjusted if the board of directors deems appropriate. Relating the Performance Target to TSR is seen as an efficient performance target for aligning the interests and perspectives of senior managers, key personnel and shareholders.

3. The number of shares that Restricted Stock Units entitles holders to may be recalculated in the event of a bonus issue, new issue or in certain other cases. Such recalculation shall be carried out in accordance with the terms and conditions for warrants of series 2022/2026 proposed under item 28 on the proposed agenda.

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

5. Participants in the LTIP 2022/2026 shall enter into agreements with the Company regarding the LTIP 2022/2026, 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.

6. The terms and conditions for participants in the LTIP 2022/2026 may differ between the countries in which the participants are domiciled due to national law, however, the terms and conditions should not be more favourable for participants than what follows from this proposal.

7. 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 the LTIP 2022/2026.

Vesting

In addition to the fulfilment of the Performance Target and the requirement for each participant to hold the Restricted Stock Units for a minimum of three years before the date of exercise, the Restricted Stock Units shall be vested gradually based on the participants’ employment in the Stillfront group in accordance with the following:

• 25 per cent of the Restricted Stock Units shall be vested on the anniversary of the allotment to the participant, and

• 75 per cent of the Restricted Stock Units shall be vested linearly on a quarterly basis starting from the first whole calendar quarter following the anniversary of the allotment to the participant up to and including April 2025 (i.e. the number of Restricted Stock Units that are vested each whole quarter following the anniversary of the allotment to the participant corresponds to 75 per cent of the participant’s Restricted Stock Units divided by the number of quarters during the period).

If the participant ceases to be employed in the Stillfront Group, the right to all unvested Restricted Stock Units shall be lost.

Costs of the LTIP 2022/2026 and effect on key ratios

LTIP 2022/2026 will be accounted for in accordance with IFRS 2, which stipulates that the Restricted Stock Units should be recorded as a personnel expense over the vesting period. The total IFRS 2 costs for the LTIP 2022/2026 if the maximum allotment is delivered, are estimated to approximately MSEK 43, which corresponds to approximately 4.84 per cent of the total personnel costs for 2021. The costs will be recognized over the years 20222026. 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 30 with annual increase of 8 per cent. Administration costs are estimated to be less than MSEK 1.

If warrants are allocated and converted in order to ensure the obligations under LTIP 2022/2026 the number of outstanding shares is estimated to increase with not more than 2,000,000 shares. Such maximum increase would have a dilutive effect of 0.39 per cent. The above calculations assume that Stillfront’s undertakings under the LTIP 2022/2026 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 the LTIP 2022/2026. Firstly, the board of directors proposes that the Company issues warrants in accordance with items 28(a) and 28(b) on the proposed agenda (the “Warrant Hedging Arrangement”) for securing delivery of shares in the Company to the participants in LTIP 2022/2026.

In the event that the annual general meeting does not resolve on the Warrant Hedge Arrangement, the board of directors has also considered another alternative. This alternative entails higher costs for the Company, and is therefore only intended to be exercised if the Warrant Hedge Arrangement is not approved by the annual general meeting and if repurchased shares cannot be used for delivery of shares in the Company (whether due to the annual general meeting not granting approval thereto, or due to other reasons). Accordingly, the board of directors proposes that the annual general meeting resolves that Stillfront may enter into agreements on hedging arrangements with a third party in order to ensure the Company’s obligation to deliver shares in accordance with the LTIP 2022/2026. 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 transfer the shares to participants in the LTIP 2022/2026.

In addition to the delivery alternatives set out above, the board of directors proposes, in the event that the annual general meeting approves the proposal authorizing the Board to decide on the repurchase of own shares in accordance with item 25 on the proposed agenda, such repurchased shares may also be used to secure delivery of shares in the Company under LTIP 2022/2026 in accordance with item 29 on the purposed agenda.

Preparation and administration of LTIP 2022/2026

Stillfront’s remuneration committee has prepared the proposal for the LTIP 2022/2026 in close consultation with the board of directors of the Company, external advisors and major shareholders. The board of directors or the remuneration committee shall be responsible for preparing the detailed terms and conditions of the LTIP 2022/2026 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

For information regarding the currently ongoing long-term share or share price related incentive programs in Stillfront, please refer to the Company’s website, www.stillfront.com.

The board of directors intends to cancel 270,250 unallocated or forfeited employee stock options issued under LTIP 2021/2025. The total potential dilution for share related incentive programs in Stillfront, including LTIP 2022/2026, will amount to approximately 1.42 per cent (of which approximately 0.39 per cent relates to LTIP 2022/2026). There is no dilution related to LTIP 2021/2025 (which is secured via a share swap agreement with Nordea Bank Abp, filial i Sverige, through which Stillfront has secured delivery of shares to participants (when/if applicable).

Resolution on (a) issue of warrants and (b) approval of transfer of warrants (item 28)

The board of directors proposes that the annual general meeting, as set out below, resolves on (a) an issue of warrants of series 2022/2026 and (b) approval of transfer of warrants in order to ensure delivery of shares in the Company under LTIP 2022/2026, proposed under item 27 of the proposed agenda. The number of warrants to be issued is set at a maximum number of warrants, which will be decreased by the number of shares repurchased by the board of directors in case the authorization to resolve on repurchase of own shares under item 25 of the proposed agenda is granted.

(a) Issue of warrants

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 2,000,000 warrants of series 2022/2026 (the “Warrants”).

2. The right to subscribe for warrants 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 shall be subscribed for on a separate subscription list no later than 31 October 2022. The board of directors shall have the right to extend the subscription period. The warrants shall be allotted to the Company or the subsidiary free of charge.

5. Each warrant shall entitle the holder to acquire one (1) new share in the Company during the period commencing on and including 1 January 2026 up to and including 31 December 2026. Subscription may only be carried out in accordance with the terms and conditions for LTIP 2022/2026 and in order to ensure delivery to the participants in LTIP 2022/2026.

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

7. The newly subscribed shares shall entitle 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 are presented in the board of director’s proposal for complete terms and conditions for the Warrants. As set out therein, the subscription price, as well as the number of shares that a Warrant 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, amount to no more than SEK 140,000, subject to the increase that may be caused by recalculation of the subscription price and the number of shares that each Warrant entitles subscription for may occur as a result of issues etcetera.

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

11. The reason for deviation of the shareholders’ preferential rights is to ensure delivery of shares in the Company under LTIP 2022/2026.

(b) Approval of transfer of warrants

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

• that the Company or the subsidiary transfers the Warrants to participants in LTIP 2022/2026,
• that the Company or the subsidiary transfers the Warrants to a third party with whom the Company has entered into an agreement regarding exercising the Warrants and delivery of shares in the Company to participants in LTIP 2022/2026 in accordance with the terms and conditions for LTIP 2022/2026, and/or,
• that the Company or the subsidiary otherwise disposes of the Warrants in order to ensure the Company’s obligation in connection with LTIP 2022/2026.

Resolution on transfer of own shares to participants in LTIP 2022/2026 (item 29)

The board of directors proposes that the annual general meeting, subject to that the annual general meeting resolves on the repurchase of own shares in accordance with item 25 on the proposed agenda, resolves that transfer of own shares to participants in LTIP 2022/2026 (the “Participants”) may be done to ensure delivery of shares in the Company under LTIP 2022/2026 proposed under item 27 on the proposed agenda on the following terms and conditions:

1. The Company may transfer not more than 2,000,000 shares in the Company to the Participants.

2. The Participants shall have the right to receive shares, whereby each Participant shall be entitled to receive such number of shares, which he/she is entitled to under LTIP 2022/2026. Such right can be exercised by the Participant during the period in which such Participant is entitled to receive shares under LTIP 2022/2026.

3. The shares shall be transferred free of charge.

4. The number of shares to be transferred may be recalculated in the event of a share split, reversed share split or similar events having an impact on the number of shares in the Company.

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 2022/2026.

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 507,062,315. All shares carry equal voting rights. The Company does not hold any own shares.

MAJORITY REQUIREMENTS
A resolution in accordance with items 17-23 and 28-29 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 24-26 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 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/annual-general-meeting-2022/, 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.

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 www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

* * *
Stockholm in April 2022
The board of directors in Stillfront Group AB (publ)

During March 2022, the total number of shares and votes in Stillfront Group AB (publ) has increased with 117,014,379 as a result of a preferential rights issue, the final outcome of which was announced in a press release on 18 March 2022.

During February 2022, the total number of shares and votes in Stillfront Group AB (publ) has increased with 2,913,857 as a result of the directed share issue to certain sellers of Six Waves, Inc, in accordance with the press release that was announced on 1 February 2022.

On 19 January 2022, the board of directors resolved on a new share issue with preferential rights for Stillfront’s shareholders (the “Rights Issue”), and on 21 February 2022 the board of directors resolved on the full terms and conditions for the Rights Issue. The Rights Issue resolution was subject to the approval of the general meeting, and an extraordinary general meeting today approved the board of directors’ resolution.

The Rights Issue resolution entails that Stillfront’s share capital will increase by a maximum of SEK 8,191,006.53, from the current SEK 27,303,355.52 to not more than SEK 35,494,362.05, through the issuance of not more than 117,014,379 new shares. After the Rights Issue, the number of shares in Stillfront will amount to not more than 507,062,315 shares. Shareholders who choose not to participate in the Rights Issue will have their holdings diluted by up to approximately 23.1 per cent, but have the possibility to compensate themselves financially for the dilution by selling their subscription rights.

The record date for participation in the Rights Issue is 1 March 2022. Each existing share held on the record date entitles to one (1) subscription right. Ten (10) subscription rights entitle to subscription for three (3) new shares in Stillfront. To the extent that new shares are not subscribed for by exercise of subscription rights, they shall be allotted to shareholders and other investors who have subscribed for shares without exercise of subscription rights.

The subscription price has been set at SEK 17.0 per share. Provided that the Rights Issue is fully subscribed, Stillfront will consequently raise approximately SEK 2 billion before transaction costs.

The net proceeds are intended to be used to repay the temporary increase in debt that the acquisition of 6waves has entailed and to strengthen the balance sheet after the acquisition of 6waves, and thereby increase Stillfront’s financial flexibility in order to take advantage of future acquisition opportunities in line with Stillfront’s growth strategy.

The Nomination Committee proposes that the Annual General Meeting 2022 of Stillfront Group AB (publ) elects six ordinary board members with no deputy directors. Jan Samuelson, Katarina G. Bonde, Erik Forsberg, Birgitta Henriksson and Ulrika Viklund are proposed to be re-elected as board members. Further Jan Samuelson is proposed to be re-elected as chairman of the board of directors.

The Nomination Committee proposes that the Annual General Meeting 2022 elects Marcus Jacobs as a new board member. Marcus Jacobs brings extensive commercial and strategic experience from the gaming industry, in which he has been active for over 25 years. Marcus Jacobs has i.a. been part of the executive management of King for seven years, focusing on mobile games and F2P. 

Kai Wawrzinek has informed the Nomination Committee that he will not be available for re-election at the Annual General Meeting 2022. 

The Nominating Committee of Stillfront consists of Caroline Sjösten (chairperson), representing Swedbank Robur Fonder, Kai Wawrzinek, representing Laureus Capital and Kristofer Flack, representing SEB Fonder. Shareholders have had the opportunity to submit proposals and opinions to the Nomination Committee in accordance with the instructions set out on Stillfront's website.

The Nomination Committee’s complete proposals and motivated statement will be announced together with the notice to the Annual General Meeting 2022.

Alexandre has vast experience from the gaming industry and previous experience includes roles such as Gaming Lead EMEA Partnerships Solutions at Google and Global Advertising Monetization Director at King.

As SVP Operations & Platforms, Alexandre Salem’s role will be to boost scalability and growth tracks, and to strengthen Stillfront and its studios partnerships with the various platforms where it distributes its games. Alexandre will also directly support and govern a selection of studios within the group by being a partner in their efforts to drive performance and continue their successful journeys.

“I am very happy to welcome Alexandre in joining the team as SVP Operations & Platforms. Alexandre has an impressive background and expertise from many disciplines within the games industry and he will be an important part of the business operations team, supporting our ever-growing portfolio of game studios”, says Alexis Bonte, COO, Stillfront.

“I am delighted to join Stillfront, I have been following and admiring this company for many years and I look forward to contributing to their success story. During my interactions with Stillfront’s leadership I was impressed by their clear vision to keep creating unique gaming experiences for players across platforms, genres, and geographies”, says Alexandre Salem.

Alexandre Salem will assume his position on February 21, 2022.

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q4-2021

To participate via phone, please call:

SE: +46 8 566 427 04
UK: +44 333 300 90 32
US: +1 631 913 14 22 (PIN only for US: 89290062#)

The upfront purchase price, which has been paid to the sellers of 6waves on 31 January 2022, amounted to USD 201 million on a cash and debt free basis (the “Upfront Purchase Price”). Of the Upfront Purchase Price, approx. 8 percent was paid in 2,913,857 newly issued shares in Stillfront through a directed share issue to the sellers, and the remaining approx. 92 percent was paid in cash to the sellers.

The new share issue was resolved on 31 January 2022 by the board of directors of Stillfront by virtue of the authorization granted at the Extraordinary General Meeting held on 4 October 2021. The reason for the deviation from the shareholders’ pre-emption right is to enable Stillfront to fulfill its commitments made in connection with the acquisition of 6waves. The subscription price per share amounted to SEK 50.501 and corresponds to the volume weighted average price per share in Stillfront traded on Nasdaq Stockholm during the consecutive ten trading days up to and including 17 January 2022.[1]

Through the new issue of the shares, the share capital of Stillfront increases by SEK 203,969.99. The newly issued shares were subscribed and paid for by way of set-off of claims by the sellers on 31 January 2022. The issued shares shall entitle to dividend as from the first record day for dividend after such shares have been registered with the Swedish Companies Registration Office and in the share register kept by Euroclear Sweden AB. The new issue of the shares results in a dilution for the current shareholders in Stillfront of approx. 0.75 percent on a fully diluted basis (i.e. based on the total number of shares and votes outstanding after the share issue).

Operational founders and key employees in 6waves may in addition to the Upfront Purchase Price receive an earn-out of maximum 1.0x EBITDA of each of the financial years 2022, 2023, 2024 and 2025, based on achieving certain operational targets, capped at a total of USD 100 million. The earn-out is payable 75 percent in cash and 25 percent in newly issued shares in Stillfront. The subscription price for newly issued shares paid as a part of the earn-out consideration (if any) will be based upon the volume weighted average price of the shares in Stillfront traded on Nasdaq Stockholm for a period of ten consecutive trading days up to and including the day before Stillfront’s announcement of financial results for the applicable earn-out period[2].

The new shares in Stillfront that today have been issued as payment of part of the Upfront Purchase Price, as well as any new shares issued as part of any earn-out payment, are and will be subject to customary transfer restrictions.

Operational sellers in 6waves only receiving cash consideration have received 75 percent of their portion of the Upfront Purchase Price, and will also receive 75 percent of any earn-out payment, on the respective due date and the remaining portion as a deferred consideration payable at the end of the transfer restriction period. The deferred portion of the Upfront Purchase Price is approximately USD 1 million. The operational founders and other key employees in 6waves will remain within 6waves and be part of the management of 6waves post-completion of the Transaction and are covered by the earn-out agreement between 2022-2025.

All other conditions for completion have now been fulfilled. 6waves will be consolidated into Stillfront’s consolidated financial reporting from 1 February 2022.

Important information

This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, Japan, Canada, Switzerland, South Africa or New Zealand or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

This announcement is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States or any other jurisdiction. Any securities that may be issued in connection with the transactions referred to in this announcement will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly will not be offered or sold in the United States.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State).

This press release may contain certain forward-looking statements that reflect Stillfront’s current views or expectations of future events and financial and operational performance, including statements relating to the transaction and statements regarding guidance, planning, prospects and strategies. Words such as “intends”, “anticipates”, “expects”, “plans”, “estimates”, “may”, and similar expressions regarding indications or predictions of future developments or trends that are not based on historical facts, constitute forward-looking information. Although Stillfront believes that these statements are based upon reasonable assumptions and expectations, Stillfront cannot give any assurances that any such forward-looking statements will materialize. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Forward-looking statements in this press release apply only at the time of the press release and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

The board of directors has decided that shareholders shall have the opportunity to exercise their voting rights at the Extraordinary General Meeting also by postal voting in accordance with the provisions in Stillfront’s Articles of Association. In order to prevent the spread of the virus causing covid-19 and as a result of the stricter guidelines introduced in the beginning of 2022, shareholders are requested to exercise their voting rights by postal voting prior to the Extraordinary General Meeting and thus not attend the meeting in person.

There will not be any side events or refreshments served at the Extraordinary General Meeting. There will not be any speeches and the number of Company representatives present will be limited.

In the event of new guidelines from the authorities, the form of the Extraordinary General Meeting may be changed at short notice.

RIGTH TO PARTICIPATE AND NOTICE OF ATTENDANCE
A) Shareholders who wish to participate through postal voting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on the record date which is 15 February 2022 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by 17 February 2022; and
• notify their intention to participate by having submitting a postal vote in accordance with the instructions set out in the section “Postal voting” by way of mail to Stillfront Group AB (publ) ”EGM”, Kungsgatan 38, SE-111 35 Stockholm or electronically via the web link provided on the Company’s website, in such time so that the Company receives the postal vote no later than 17 February 2022.

B) Shareholders who wish to attend the meeting in person or through a proxy representative must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on the record date which is 15 February 2022 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by 17 February 2022; and
• notify their intention to participate in accordance with the instructions set out in the section “Physical participation” by way of mail to Stillfront Group AB (publ), "EGM", Kungsgatan 38, SE-111 35 Stockholm, electronically via the web link provided on the Company’s website or by e-mail to egm@stillfront.com, in such time so that the Company receives the notification no later than 17 February 2022.

Anyone wishing to attend the meeting in person or through a proxy representative must notify its intention to participate in accordance with B) above. This means that a notification, solely by submitting a postal vote, is not sufficient for those who want to physically participate at the meeting.

POSTAL VOTING
A shareholder who wishes to exercise its voting rights by postal voting shall use a special form for postal voting. The form for postal voting will be made available via a web link on the Company’s website https://www.stillfront.com/en/extra-bolagsstamma-februari-2022-egm-february-2022/. Complete forms must be received by the Company no later than 17 February 2022. The postal voting form can also be sent by way of mail to Stillfront Group AB (publ), "EGM", Kungsgatan 38, SE-111 35 Stockholm.

The shareholder cannot give any instructions other than by marking one of the stated alternatives for each item of the form. If the shareholder has added special instructions or conditions in the form, or amended or added to the pre-printed text, the vote will be invalid.

Only one form per shareholder will be taken into consideration. If more than one form is submitted, only the most recently dated form will be taken into consideration. If two or more forms have the same date, only the form received last by Stillfront will be taken into consideration. Incomplete or incorrectly completed forms may be disregarded.

Shareholders can vote by post at the Extraordinary General Meeting through proxies with a written, signed and dated power of attorney. If the shareholder is a legal entity, a registration certificate or equivalent authorisation document shall be attached. The power of attorney shall be attached to the postal voting form. A proxy form is available at the Company’s website, https://www.stillfront.com/en/extra-bolagsstamma-februari-2022-egm-february-2022/.

For questions about the Extraordinary General Meeting or to receive a postal voting form or proxy form by post, please contact: Stillfront Group AB (publ), "EGM", Kungsgatan 38, SE-111 35 Stockholm or send an e-mail to egm@stillfront.com.

PHYSICAL PARTICIPATION
A shareholder who wishes to attend the meeting in person or through a proxy representative must notify the Company. The notification shall set out name/company name, personal ID number/registration number and, when applicable, number of advisors which may not exceed two. Shareholders who are represented by proxy should submit a power of attorney concurrently with the notice of participation. The power of attorney shall be in writing, dated and signed. Power of attorney forms are available on the Company's website https://www.stillfront.com/en/extra-bolagsstamma-februari-2022-egm-february-2022/ and sent free of charge to those shareholders who so request and state their postal address or email address. Representatives of legal entities shall also enclose a copy of the registration certificate or equivalent document which indicates the persons authorized to represent the legal entity.

SHAREHOLDERS WITH NOMINEE REGISTERED SHARES
To be entitled to participate in the Extraordinary General Meeting, those having their shares registered in the name of a nominee must have their shares registered in their own name so that he or she is registered as a shareholder in the share register kept by Euroclear Sweden AB on 17 February 2022. Such registration may be temporary. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings 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 at the Extraordinary General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda, if possible to provide such information without significant harm to the Company.

PROPOSED AGENDA

1. Opening of the meeting
2. Appointment of the chairman for the meeting
3. Election of one or two persons to approve the minutes
4. Preparation and approval of the voting register
5. Approval of the agenda
6. Determination of whether the meeting has been duly convened
7. Approval of the resolution by the board of directors on an issue of new shares
8. Closing of the meeting

PRINCIPAL PROPOSALS FOR RESOLUTIONS
Appointment of the chairman for the meeting (item 2)

It is proposed that the chairman of the board, Jan Samuelson, is elected chairman of the Extraordinary General Meeting.

Election of one or two persons to approve the minutes (item 3)

The board of directors proposes that Caroline Sjösten, representing Swedbank Robur, or in the event of her absence, the person appointed by the board of directors, to approve the minutes from the Extraordinary General Meeting together with the chairman. The assignment to approve the minutes also includes checking the voting list and that the received postal votes are recorded correctly in the minutes of the meeting.

Preparation and approval of the voting register (item 4)

The voting list proposed for approval is the voting list prepared by poströsta.se on behalf of the Company, based on the shareholders register, postal votes received and the shareholders physically participating at the Extraordinary General Meeting personally or through a proxy representative, as verified and approved by the person appointed to verify the minutes.

Approval of the resolution by the board of directors on an issue of new shares (item 7)

The board of directors proposes that the general meeting approves the resolution by the board of directors on 19 January 2022 on an issue of new shares in accordance with the following main conditions:

1. The Board of Directors, or whoever the Board of Directors may appoint among its members, is authorised to resolve, on 21 February 2022 at the latest, on the maximum amount by which the share capital shall be increased, the maximum number of new shares to be issued, the number of existing shares that shall entitle to subscription for a certain number of new shares and the subscription price per share.
2. The company’s shareholders shall have pre-emptive right to subscribe for the new shares in proportion to the shares previously owned.
3. In case the subscription price for the new shares exceeds the quota value of the previous shares, the excess amount shall be added to the unrestricted share premium reserve.
4. The record date for entitlement to participate in the rights issue with pre-emptive right shall be 1 March 2022.
5. If not all of the shares are subscribed for by exercise of subscription rights, the Board of Directors shall resolve on allotment of shares subscribed for without the exercise of subscription rights up to the maximum amount of the share issue. In such case, priority will be given firstly to those who have subscribed for shares by the exercise of subscription rights and, in addition, have applied for subscription without subscription rights (including Laureus Capital GmbH according to its underwriting undertaking), irrespective of whether the subscriber was a shareholder on the record date or not and, in case of oversubscription, pro rata in relation to the number of subscription rights each one has exercised for subscription of shares. Secondly, allotment shall be made to others who have applied for subscription without subscription rights (the general public in Sweden and qualified investors) and, in case of oversubscription, pro rata in relation to the number of shares stated in each subscription application. Thirdly, allotment shall be made to other than Laureus Capital GmbH who have entered into guarantee agreements with the company up to their respective guarantee amount, and in case all such parties do not receive full allotment, the shares shall be allotted pro rata in relation to the respective guarantee amount. To the extent allotment in the case of oversubscription or to guarantors cannot be made pro rata in accordance with the above, allotment shall be made by drawing of lots.
6. Subscription for new shares shall be made during the period as from 2 March 2022 up to and including 16 March 2022. The Board of Directors shall be entitled to extend the period for subscription.
7. Subscription for new shares by exercise of subscription rights shall be made by simultaneous cash payment. Subscription for new shares without subscription rights shall be made on a separate subscription list where allotted shares shall be paid in cash no later than two (2) banking days from dispatch of the contract note to the subscriber setting forth the allotment of shares. The Board of Directors shall be entitled to extend the period for payment.
8. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.

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 387,134,079. All shares carry equal voting rights. The Company does not hold any own shares.

DOCUMENTS
The complete proposals and other documents that shall be made available prior to the Extraordinary 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/extra-bolagsstamma-februari-2022-egm-february-2022/, not less than three weeks before the Extraordinary General Meeting. The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address.

PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the Extraordinary General Meeting, see the privacy policy available on Euroclear Sweden AB’s website at www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

* * *
Stockholm in January 2022
The board of directors in Stillfront Group AB (publ)

PRELIMINARY FINANCIAL INFORMATION FOR Q4 2021:

• Net revenue of between SEK 1,430-1,450 (1,080) million, an increase of between 32 percent and 34 percent compared to the fourth quarter of 2020
• Adjusted EBIT of between SEK 450-465 (399) million, an increase of between 13 percent and 17 percent compared to the fourth quarter of 2020
• The midpoint in the updated Q4 guidance implies full-year 2021 net revenue of SEK 5,453 million and adjusted EBIT of SEK 1,800 million
• The midpoint in the updated Q4 guidance implies an adjusted EBIT margin of 32 (37) percent

“We continued to deliver according to plan in the fourth quarter. The marketing landscape continued to improve, and our user acquisition spend reached all-time high levels in the quarter with sustained high returns. Several recently acquired studios performed well and gained additional momentum towards the latter part of the quarter. For example, Jawaker, which was consolidated from 1 October 2021, had a very strong first quarter as part of Stillfront and has outperformed our expectations. In addition to the strong performance from our acquired studios, we are pleased that Stillfront as a group grew organically in December compared to December last year, with contribution from many of our studios and through a number of exciting new game launches.”

Jörgen Larsson, CEO, Stillfront

Stillfront’s interim financial results for Q4 2021 will be reported in the upcoming year-end report for 2021 to be published on 16 February 2022.

For more information on the acquisition of 6waves and the rights issue, please see the separate press release regarding the acquisition of 6waves and the rights issue on the company’s website www.stillfront.com

Accounting policies
The financial information in this press release has been compiled and prepared on a basis which is comparable with Stillfront’s historical financial information and is in all material respect consistent with the accounting policies applied by Stillfront in the preparation of its annual report for the financial year 2020. The financial information regarding the fourth quarter 2021 and the full-year 2021 is of a preliminary nature. The information has not been audited or reviewed by the company’s auditors.

“Iron Throne: The Firstborn”, which was released globally in May 2018, is a mobile strategy game that combines hero role-playing-game (RPG) elements with real-time player-versus-player (PVP). In September 2021, the game had approx. 100k monthly active users (MAU). The game generated total bookings of approx. 12 MUSD during the last twelve months ending September 2021.

Following the acquisition, the game will be operated by Stillfront’s studio Kixeye, which will be able to leverage its existing development and live operations resources to further develop the game. Kixeye has extensive experience from successfully operating and growing mobile strategy games, including its blockbuster title War Commander: Rogue Assault.

“Asset acquisitions continue to be an important part of Stillfront’s growth strategy. ‘Iron Throne: The Firstborn’ is a high-quality strategy game with a loyal user base that fits perfect in our portfolio of long-lifecycle games. The game is built on a state-of-the-art game engine which potentially can be used for engine sharing and further scaling within Stillfront. Kixeye is a great home for ‘Iron Throne: The Firstborn’ and we look forward to what we can do with the title as a part of the group”, says Jörgen Larsson, CEO, Stillfront Group.

“When we communicated our updated strategy in November 2019, we had a clear agenda on the path forward. We have since then significantly diversified our audience, genres, and our revenue streams. Across our studios, we have successfully implemented an ESG program, accelerated synergies and collaborations, increased the number of games with sustained profitability, expanded our market reach and strengthened our Stillops platform. Three times as big as we were two years ago, we keep executing on our strategy and stay committed to our financial targets and ambition to build the leading free-to-play powerhouse”, says Jörgen Larsson, CEO.

The presentations will cover several topics including how Stillfront works with its studios after being acquired, a deep dive on the financial model, and further details on recent and upcoming game launches including titles such as DogLife, BitLife DE, Iron Order 1919, The General, Love and Passion, and SIEGE: Apocalypse.

Speakers at Stillfront’s Capital Markets Day include Jörgen Larsson, CEO; Alexis Bonte, COO; Andreas Uddman, CFO; Marina Andersson, Head of M&A; Phillip Knust, CPO; as well as representatives from Stillfront’s studios Goodgame Studios, Moonfrog Labs, Candywriter and Sandbox Interactive.

Further information regarding the event, including a complete agenda, is available on Stillfront’s website on https://www.stillfront.com/en/capital-markets-day-2021/

The presentations will be held in English and the event will be streamed live at https://www.stillfront.com/en/capital-markets-day-2021/. The webcast is expected to end at 18:00 CET. No pre-registration for participation on webcast is required.

As SVP Synergies & Operations, Amy Lee will focus on maximizing the value of Stillfront’s eco-system of growing game studios, working closely together with the other members of the group business management team. Amy’s role will be to support and govern certain designated studios within the group by being a backing partner in their efforts to drive performance and continue their successful journeys.

Amy has extensive experience from the gaming industry covering positions within product development, user acquisition and live operations. Previous experience includes her role as Lead Product Manager at Walt Disney, where she led the product management team and drove live operations of free-to-play Disney mobile titles. Prior to Walt Disney, Amy was a Performance Marketing Analyst at Nexon.

“I am very happy to welcome Amy in joining the team as SVP Synergies & Operations. One of Stillfront’s most important value drivers are the synergies and collaborations created between our studios. With Amy’s impressive background and expertise from many disciplines within the games industry, she will play an important role in maximizing the value of our unique Stillops platform for our studios”, says Alexis Bonte, COO, Stillfront.

“I am incredibly excited to be joining Stillfront Group in this new role. Stillfront consists of amazing game studios and has a massive opportunity to build a powerful ecosystem to maximize value and continue driving growth. I am excited to partner closely with the studios to support their growth and help the group execute against the opportunity,” says Amy Lee.

Amy will assume her position on November 15, 2021.

FINANCIAL HIGHLIGHTS Q3

• Net revenue of 1,311 (1,027) MSEK, an increase of 28 percent compared to the third quarter of 2020, of which -11 (19) percent was organic
• EBIT of 243 (306) MSEK, a decrease of 21 percent
• Adjusted EBIT of 433 (419) MSEK, an increase of 3 percent. Adjusted EBIT margin of 33 (41) percent
• Items affecting comparability impacting EBIT amounted to -20 (-18) MSEK, mainly driven by costs related to the acquisition of Jawaker. Amortization of PPA-items amounted to -170 (-95) MSEK
• EBITDA of 499 (454) MSEK, an increase of 10 percent
• Financial net of -55 (-48) MSEK
• Net result of 129 (154) MSEK
• Net result per share undiluted of 0.35 (0.45) SEK. Net result per share diluted of 0.35 (0.45) SEK
• Net debt of 2,645 (1,225) MSEK and adjusted leverage ratio, pro forma of 1.2x (0.7x)
• Cash position of 1,171 MSEK and 3,449 MSEK of undrawn credit facilities

INDICATIVE GUIDANCE FOR Q4 2021

• Net revenue 1,350-1,500 MSEK
• Adjusted EBIT 425-475 MSEK

“Stillfront’s net revenues amounted to 1,311 MSEK, up by 28 percent compared to the third quarter last year, paired with an adjusted EBIT margin of 33%. We continue to grow our business with high margins and strong cash flows. In 2021, we have continued to invest in our underlying operations with a special focus on increasing the level of collaboration between our studios, including new game development projects. We continue to strengthen and expand our growing games portfolio and we are working hard in backing all our studios to achieve their full potential. The past six months have been challenging, with our studios facing comparison figures affected by the strong inflow of new users during the pandemic as well as changing marketing conditions due to the IDFA changes imposed by Apple on iOS devices. Both factors are transitory, and we remain confident in our strategy and in our ability to benefit from the positive underlying market trends in our industry and to generate strong shareholder value.”

Jörgen Larsson, CEO, Stillfront

KEY FIGURES

INVITATION TO WEBCAST

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions in a live webcast 10:00 am CET today. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q3-2021

To participate via phone, please call:

SE: +46 8 505 583 59
UK: +44 33 330 092 64
US: +1 64 672 249 57

FORWARD-LOOKING STATEMENTS

Some statements herein are forward-looking that reflect Stillfront’s current views or expectations of future financial and operational performance. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risks and uncertainties include but are not limited to general business, economic, competitive, technological, and legal uncertainties and/or risks. Forward-looking statements in this report apply only at the time of announcement of the report and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q3-2021

To participate via phone, please call:

SE: +46 8 505 583 59
UK: +44 33 330 092 64
US: +1 64 672 249 57

During October 2021, the total number of shares and votes in Stillfront Group AB (publ) has increased with 10,469,659, of which (i) 1,929,567 shares/votes as a result of the directed share issue to Laureus Capital GmbH as announced on 9 September 2021 (and approved by the general meeting held on 4 October 2021) and (ii) 8,540,092 shares/votes as a result of the directed share issue as a part of the consideration to certain sellers of Jawaker FZ-LLC.

In accordance with the resolution of the Annual General Meeting, the three largest shareholders in the company as per the last business day of September 2021 shall be entitled to appoint one member each to the Nomination Committee.

The Nomination Committee of Stillfront Group AB (publ) ahead of the 2022 Annual General Meeting consists of the following members:

• Caroline Sjösten (Chairperson of the Nomination Committee), appointed by Swedbank Robur Fonder
• Kai Wawrzinek, appointed by Laureus Capital
• Kristofer Flack, appointed by SEB Fonder

Shareholders having appointed members to the Nomination Committee represent approximately 28 percent of the votes and shares in the company.

A shareholder who wishes to submit a proposal to the Nomination Committee shall do this by a written request to:

Stillfront Group AB (publ)
Att. Nomination Committee
Kungsgatan 38
SE-111 35 Stockholm

or via email: valberedning@stillfront.com

Proposals must be received no later than 1 February 2022, to be considered by the Nomination Committee. The 2022 Annual General Meeting will be held in Stockholm, Sweden on 12 May 2022.

Welcome to join us on November 17, 2021 at 15:00-18:00 CET online or at Skyddsrummet, Söder Mälarstrand 25B, Stockholm, Sweden.

The event will be packed with inspirational talks, panel discussions and updates on Stillfront’s strategy and position in the market. We’ll also take a deep dive into several of the studios in Stillfront’s ever-growing group including Moonfrog Labs, Candywriter and Sandbox Interactive.

For more information, agenda, and registration for participation in person at Skyddsrummet, please visit https://www.stillfront.com/en/capital-markets-day-2021/

No preregistration is needed for participation via webcast. The number of seats is limited at Skyddsrummet. Please note that your participation is not confirmed until you have received a confirmation e-mail.

The board of directors has, on 8 September 2021, resolved on a directed new share issue within the frame of an accelerated book building procedure performed by Carnegie Investment Bank AB (publ) and Joh. Berenberg, Gossler & Co. KG. The resolution was subject to the approval of the general meeting, and the meeting approved the board of directors’ resolution on a directed share issue through an issue of not more than 1,929,567 shares, meaning that the Company’s share capital increases by not more than SEK 135,069.69. Laureus Capital GmbH (“Laureus”) shall have the right to subscribe for the new shares. The reason for the new share issue and the deviation from the shareholders’ pre-emption rights is to raise capital in a time efficient manner in order to finance the acquisition of Jawaker FZ LLC and to further strengthen the Company’s financial flexibility in line with the company’s announced financial targets. In the accelerated book building procedure, Laureus expressed an interest and committed to participate in the directed share issue, and it was determined that Laureus’ participation and commitment had a positive effect on the accelerated book building procedure. The subscription price is SEK 63.60 per share, which is based on the price determined in the accelerated book building procedure. The newly issued shares shall be subscribed for on a subscription list and paid for no later than 5 October 2021. The board of directors shall be entitled to extend the subscription period and the time for payment. The new shares shall be entitled to dividends as from the first record date for dividends that takes place after the shares have been registered with the Swedish Companies Registration Office.

The meeting resolved, in accordance with the proposal of the board of directors, to authorise 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 debt in the Company. The authorisation shall be limited whereby the board of directors may not resolve to issue shares, warrants or convertible debt that involve the issue of, or conversion into shares corresponding to, more than ten (10) percent of the shares in the Company at the time when the board of directors first utilises the authorisation. The issues shall be made on market terms and payment may, apart from payment in cash, be made in kind or by set-off or otherwise with conditions. The authorisation replaces the authorisation adopted at the annual general meeting on 11 May 2021.

The total upfront purchase price, which has been paid to the sellers of Jawaker on the date hereof, amounted to USD 205 million, on a cash and debt free basis (the "Upfront Purchase Price"). Of the Upfront Purchase Price, 26 percent was paid in 8,540,092 newly issued shares in Stillfront through a directed share issue to the sellers (except for Media Zone Investments FZ LLC that received cash consideration only), and the remaining 74 percent of the Upfront Purchase Price was paid in cash to the sellers.

The new share issue was resolved on the date hereof by the board of directors of Stillfront based on the mandate granted by the Annual General Meeting held on 11 May 2021. The reason for the deviation from the shareholders’ pre-emption right is to enable Stillfront to fulfill its commitments made in connection with the acquisition of Jawaker. The subscription price per share related to the Upfront Purchase Price amounts to 54.140 SEK and corresponds to the volume weighted average price per share in Stillfront traded on Nasdaq Stockholm during the twenty trading days up to and including September 6, 2021, converted into USD at the average exchange rate between SEK and USD of the Swedish Central Bank (Sw. Riksbanken) published at https://www.riksbank.se/en-gb/ during the same period.

Through the new issue of the shares, the share capital of Stillfront will increase by SEK 597,806.44. The newly issued shares were subscribed and paid for by way of set-off of claims by the sellers on the date hereof. The issued shares shall be entitled to dividend as from the first record day for dividend after such shares have been registered with the Swedish Companies Registration Office and in the share register kept by Euroclear Sweden AB. Through the new issue of the shares in connection with the completion of the Transaction, the dilution for the current shareholders in Stillfront is approx. 2.2 percent on a fully diluted basis (i.e. based on the total number of registered shares and votes in Stillfront as per the date hereof (including new shares which have been registered in the period since the acquisition was announced on September 8, 2021) and the shares that have been issued in relation to the Transaction).

Certain sellers may receive an earn-out payment of up to USD 20 million payable in cash, if Jawaker reaches certain EBIT targets for 2021. The earn-out payment for 2021 will be zero for the midpoint of the expected EBIT range for 2021. In addition, certain sellers may receive additional earn-out payments of 1.0x EBIT of Jawaker for each of the financial years 2022, 2023, 2024, 2025 and 2026. The earn-out consideration for 2022-2026 is payable 70 percent in cash and 30 percent in newly issued shares in Stillfront. The subscription price for newly issued shares related to the earn-out purchase price (if any) will be based upon the volume weighted average price of the shares in Stillfront traded on Nasdaq Stockholm for a period of ten trading days up to and including the day before Stillfront's announcement of financial results for the applicable earn-out period converted into USD at the average exchange rate between SEK and USD of the Swedish Central Bank (Sw. Riksbanken) published at https://www.riksbank.se/en-gb/ during the same period.

All other conditions for completion have now been fulfilled. Jawaker will be consolidated into Stillfront’s consolidated financial reporting from October 1, 2021.

IMPORTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in such jurisdictions, in which this press release has been released, announced, or distributed, should inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Stillfront in any jurisdiction, neither from Stillfront nor from someone else.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the share issue must be made on the basis of all publicly available information relating to Stillfront and Stillfront’s shares. Such information has not been independently verified by Stillfront. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.

This press release does not constitute a recommendation concerning any investor’s option with respect to the share issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a Transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, the United States, the United Kingdom, Australia, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa, New Zealand or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Stillfront has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the share issue to the sellers of Jawaker. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Stillfront have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Stillfront may decline and investors could lose all or part of their investment; the shares in Stillfront offer no guaranteed income and no capital protection; and an investment in the shares in Stillfront is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the share issue to the sellers of Jawaker.

For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Stillfront.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Stillfront and determining appropriate distribution channels.

During September 2021, the total number of shares and votes in Stillfront Group AB (publ) has increased with 13,801,724, of which 13,793,703 shares/votes as a result of the directed share issue to institutional investors as announced on 9 September 2021 and 8,021 shares/votes as a result of registration of the final portion of the directed new issues made as payment of a portion of earnout payments, as announced on 11 May 2021 and 1 July 2021.

The Capital Markets Day is scheduled as a physical event with all necessary health and safety precautions taken considering the ongoing Covid-19 pandemic. The event will also be streamed live for those who prefer to participate remotely.

The Capital Markets Day will include an update on Stillfront’s strategy and position as well as deep dives into a number Stillfront’s game studios.

A formal invitation, including an agenda and registration details for the event, will be distributed closer to the event.

In order to prevent the spread of the virus causing covid-19, the board of directors has decided that the Extraordinary General Meeting will be held without the physical presence of shareholders, proxies or external parties and that the shareholders shall have the opportunity to exercise their voting rights only by postal voting prior to the Extraordinary General Meeting.

RIGTH TO PARTICIPATE AND NOTICE OF ATTENDANCE
Shareholders who wish to participate at the Extraordinary General Meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on the record date which is 24 September 2021 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by 28 September 2021; and
• notify their intention to participate by having submitting a postal vote in accordance with the instructions set out in the section “Postal voting” by way of mail to Stillfront Group AB (publ) ”EGM”, Sveavägen 9, SE-111 57 Stockholm or electronically via the web link provided on the Company’s website, in such time so that the Company receives the postal vote no later than 1 October 2021. Please note that the notification to participate in the Extraordinary General Meeting can only be made by postal voting.

POSTAL VOTING
The board of directors has decided that shareholders shall have the opportunity exercise their voting rights only by postal voting pursuant to sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions of General Meetings in Companies and Associations. A shareholder who wishes to exercise its voting rights shall use a special form for postal voting. The form for postal voting will be made available via a web link on the Company’s website https://www.stillfront.com/en/section/corporate-governance/general-meetings/. Complete forms must be received by the Company no later than 1 October 2021. The postal voting form can also be sent by way of mail to Stillfront Group AB (publ), "EGM", Sveavägen 9, SE-111 57 Stockholm. The submission of a postal voting form is considered as a notification of participation at the Extraordinary General Meeting.

The shareholder cannot give any instructions other than by marking one of the stated alternatives for each item of the form. If the shareholder has added special instructions or conditions in the form, or amended or added to the pre-printed text, the vote will be invalid.

Only one form per shareholder will be taken into consideration. If more than one form is submitted, only the most recently dated form will be taken into consideration. If two or more forms have the same date, only the form received last by Stillfront will be taken into consideration. Incomplete or incorrectly completed forms may be disregarded.

For questions about the Extraordinary General Meeting or to receive a postal voting form or proxy form by post, please contact: Stillfront Group AB (publ), "EGM", Sveavägen 9, SE-111 57 Stockholm or send an e-mail to egm@stillfront.com.

SHAREHOLDERS WITH NOMINEE REGISTERED SHARES
To be entitled to participate in the Extraordinary General Meeting by submitting a postal vote, those having their shares registered in the name of a nominee must have their shares registered in their own name so that he or she is registered as a shareholder in the share register kept by Euroclear Sweden AB on 28 September 2021. Such registration may be temporary. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.

PROXIES AND PROXY FORMS
Shareholders can vote by post at the Extraordinary General Meeting through proxies with a written, signed and dated power of attorney. If the shareholder is a legal entity, a registration certificate or equivalent authorisation document shall be attached. The power of attorney shall be attached to the postal voting form.

A proxy form is available at the Company’s website, https://www.stillfront.com/en/section/corporate-governance/general-meetings/.

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 at the Extraordinary General Meeting 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 possible to provide such information without significant harm to the Company.

Requests for such information must be submitted in writing to the Company at its address Stillfront Group AB (publ), ”EGM”, Sveavägen 9, SE-111 57 Stockholm, or via e-mail to egm@stillfront.com, no later than 24 September 2021.The information is provided by the Company by keeping it available at the Company’s website https://www.stillfront.com/en/section/corporate-governance/general-meetings/ and its head office Sveavägen 9, SE-111 57 Stockholm no later than 29 September 2021. The information will also be sent to those shareholders who so request and submit their postal address or e-mail address.

PROPOSED AGENDA

1. Opening of the meeting
2. Appointment of the chairman for the meeting
3. Election of one or two persons to approve the minutes
4. Preparation and approval of the voting register
5. Approval of the agenda
6. Determination of whether the meeting has been duly convened
7. Approval of the resolution by the board of directors on directed share issue
8. Resolution on authorisation for the board of directors to issue shares, warrants and convertible debt
9. Closing of the meeting

PRINCIPAL PROPOSALS FOR RESOLUTIONS

Appointment of the chairman for the meeting (item 2)
It is proposed that the chairman of the board, Jan Samuelson, is elected chairman of the Extraordinary General Meeting.

Election of one or two persons to approve the minutes (item 3)
The board of directors proposes that Caroline Sjösten (Swedbank Robur), or in the event of her absence, the person appointed by the board of directors, to approve the minutes from the Extraordinary General Meeting together with the chairman. The assignment to approve the minutes also includes checking the voting list and that the received postal votes are recorded correctly in the minutes of the meeting.

Preparation and approval of the voting register (item 4)
The voting register that is proposed to be approved is the voting register that poströsta.se has prepared on behalf of the Company, based on the shareholders register and received postal votes and which has been verified and approved by the person approving the minutes.

Approval of the resolution by the board of directors on directed share issue (item 7)
The board of directors has, on 8 September 2021, resolved upon a directed share issue within the frame of an accelerated book building procedure performed by Carnegie Investment Bank AB (publ) and Joh. Berenberg, Gossler & Co. KG. The resolution is subject to the approval of the general meeting. The resolution by the board of directors includes the following terms:

1. The Company’s share capital shall be increased with a maximum of SEK 135,069.69 through an issue of a maximum of 1,929,567 new shares.
2. The right to subscribe for the shares shall, with deviation from the shareholders’ preferential rights, be given to Laureus Capital GmbH (“Laureus”). The reason for deviating from the shareholders’ preferential rights by conducting a directed issue of new shares is to raise capital in a time efficient manner in order to finance the acquisition of Jawaker FZ LLC and further strengthen the Company’s future financial flexibility in line with the Company’s communicated financial targets. Laureus has, in the accelerated book building procedure, expressed an interest and committed to participate in the directed share issue, and it has been determined that Laureus’ participation and commitment has had a positive effect on the accelerated book building procedure.
3. The new shares shall be issued at a subscription price of SEK 63.60 per share. The price of SEK 63.60 per share has been determined through the accelerated book building procedure, conducted by Carnegie and Joh. Berenberg, Gossler & Co. KG, which, according to the board of directors’ assessment, corresponds to the market value of the shares. The share premium shall be transferred to the free share premium reserve.
4. The new shares shall be subscribed for on a separate subscription list no later than 5 October 2021.
5. Payment for the subscribed shares shall occur no later than on 5 October 2021.
6. The board of directors shall be entitled to extend the subscription period and the time for payment.
7. The new shares shall be entitled to dividends from the first record date for dividends that takes place after the shares have been registered with the Swedish Companies Registration Office.
8. Each of Johanna Lundberg, General Counsel, and Jörgen Larsson, the CEO of the Company, or whomever appointed by any of them, is authorised to make those minor changes to the resolution that may prove to be necessary in connection with registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

The board of directors proposes that the general meeting approves the resolution as described above.

Resolution on authorisation for the board of directors to issue shares, warrants and convertible debt (item 8)
The board of directors proposes that the Extraordinary General Meeting authorise 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 debt in the company. The authorisation shall be limited whereby the board of directors may not resolve to issue shares, warrants or convertible debt 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 utilises the authorisation. The issues shall be made on market terms and payment may, apart from payment in cash, be made in kind or by set-off or otherwise with conditions. The purpose of the authorisation and the reasons for any deviation from the shareholders’ preferential rights is to be able to carry out and finance acquisitions of businesses and assets.

The board of directors notes, provided that the extraordinary general meeting votes in favour of this item 8, that the authorisation adopted at the annual general meeting on 11 may 2021, which has been used to issue 13,793,703 shares through a so-called accelerated book building procedure on 8 September 2021, and is intended to be used to issue 8,540,092 shares to the sellers of Jawaker FZ LLC on 4 October 2021, will not be used in the future.

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 376,656,399. All shares carry equal voting rights. The Company does not hold any own shares.

MAJORITY REQUIREMENTS
A resolution in accordance with item 7 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 Extraordinary General Meeting. A resolution in accordance with item 8 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 complete proposals and other documents that shall be made available prior to the Extraordinary 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/section/corporate-governance/general-meetings/, not less than three weeks before the Extraordinary General Meeting. The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address.

PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the Extraordinary General Meeting, see the privacy policy available on Euroclear Sweden AB’s website at www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

* * *
Stockholm in September 2021
The board of directors in Stillfront Group AB (publ)

“We are very pleased to complete this directed share issue with such strong support from both existing and new shareholders. We continue to deliver on our vision to build the leading free-to-play powerhouse and we are making great progress towards our long-term financial targets,” says Jörgen Larsson, CEO, Stillfront.

The Directed Issue
The subscription price for the new shares in the Directed Issue was set to SEK 63.6 per share and has been determined through an accelerated bookbuilding procedure. Through the Directed Issue, which corresponds to a total of 15,723,270 shares, the Company will receive SEK 1 billion before deduction of costs related to the Directed Issue. The investors in the Directed Issue consist of a number of Swedish and international institutional investors including the Company’s largest shareholder, Laureus, in accordance with what was previously communicated and Laureus’s commitment. The Board of Directors has resolved on the issue of 13,793,703 shares (equivalent to SEK 877 million) based on the authorization granted by the Annual General Meeting on May 11, 2021 and on the issue of 1,929,567 shares (equivalent to SEK 123 million) to Laureus, which is partially owned by a member of Stillfront’s Board of Directors, Dr. Kai Wawrzinek, subject to approval by a general meeting.

The Company intends to use the net proceeds from the Directed Issue to finance the Acquisition, which is expected to be closed in October 2021, and to further strengthen the Company’s financial position in line with already announced company targets. The reasons for the deviation from the shareholders' preferential rights are to raise capital in a time- and cost-effective manner on favorable terms and to diversify the shareholder base with qualified and institutional investors. The proceeds improves the Company’s key performance indicators while enabling Stillfront to utilise opportunities for continued profitable growth through acquisitions. The Board of Directors deems, in the light of the accelerated book building procedure carried out by the Managers, that the Directed Issue, including the determination of the subscription price, is on market terms.

After the registration of the Directed Issue with the Swedish Companies Registration Office, the total number of shares in the Company will increase with 15,723,270 shares, and amount to 378,585,966. The Directed Issue entails a dilution of approximately 4.2 percent of the number of shares and votes in the Company, based on the total amount of shares in Stillfront after the Directed Issue. The share capital will increase by SEK 1,100,629 from SEK 25,400,389 to SEK 26,501,018.

Settlement and lock-up undertakings
The part of the Directed Issue resolved on based on the authorisation from the annual general meeting will be subscribed for by Carnegie Investment Bank AB (publ) at the quota value to settle the delivery of shares to investors. The part of the Directed Issue subject to subsequent approval by the Extraordinary General Meeting (EGM) will be settled following the EGM.

In connection with the Directed Issue, the Company has undertaken, with customary exceptions, not to issue additional shares for a period of 90 calendar days after the settlement date. In addition, certain members of the Company’s Board of Directors and management have entered into customary lock-up undertakings of 90 days from settlement of the Directed Issue in respect of the Board of Directors and 180 days from settlement of the Directed Issue in respect of the management.

Extraordinary general meeting
The Company will separately call for an extraordinary general meeting, in order to approve the part of the Directed Share issue directed to Laureus and resolved on by the Board of Directors subject to such approval by the general meeting. The extraordinary general meeting is expected to be held on 4 October 2021.

Advisers
Carnegie Investment Bank AB (publ) and Joh. Berenberg, Gossler & Co. KG are Joint Global Coordinators. Gernandt & Danielsson Advokatbyrå KB acts as legal counsel to the Company and Baker & McKenzie Advokatbyrå KB acts as legal counsel to the Managers in connection with the Directed Issue.
 
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Stillfront in any jurisdiction, neither from Stillfront nor from someone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Stillfront has not approved any offer to the public of shares or other securities in any of the EEA countries and no prospectus has been or will be prepared in connection with the Directed Issue. In all EEA Member States, this notice is addressed and is addressed only to qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company’s shares. Any investment decision to acquire or subscribe for shares in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Managers. The Managers is acting for the Company in connection with the Directed Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Directed Issue or any other matter referred to herein.

This press release does not constitute a recommendation for any investors' decisions regarding the Directed Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq main market rule book for issuers.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Stillfront have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Stillfront may decline and investors could lose all or part of their investment; the shares in Stillfront offer no guaranteed income and no capital protection; and an investment in the shares in Stillfront is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Stillfront.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Stillfront and determining appropriate distribution channels.

The Directed Issue
The subscription price in the Directed Issue will be determined through an accelerated book-building procedure, which is to commence immediately after the publication of this press release on September 8, 2021. The Directed Issue is subject to the Board of Director's decision, which together with pricing and allotment is expected to take place before the commencement of trading on Nasdaq Stockholm on September 9, 2021. The Company will announce the outcome of the Directed Issue when the book-building procedure has been completed and prior to the commencement of trading on Nasdaq Stockholm on September 9, 2021 at the latest. The Board of Directors may at any time decide to suspend, shorten or extend the book-building procedure and to refrain in whole or in part from conducting the Directed Issue.

Stillfront’s largest shareholder, Laureus, has undertaken to subscribe for shares in the Directed Issue, up to an amount equivalent to 12.27 percent of the Directed Issue if it is carried out. Laureus is partially owned by a member of Stillfront’s Board of Directors, Dr. Kai Wawrzinek, and the part of the issue directed to Laureus will be subject to approval by an extra general meeting of the Company’s shareholders.

The Company intends to use the net proceeds from the Directed Issue to finance the Acquisition, which is expected to be closed in October 2021, and to further strengthen the Company’s financial position in line with already announced company targets. The reasons for the deviation from the shareholders' preferential rights are to raise capital in a time- and cost-effective manner on favorable terms and to diversify the shareholder base with qualified and institutional investors. For further information regarding the financing of the Acquisition, see separate press release titled “Stillfront Group acquires Jawaker and continues expansion in the MENA region and intends to raise new financing” published earlier today.

Advisers
Carnegie Investment Bank AB (publ) and Joh. Berenberg, Gossler & Co. KG are Joint Global Coordinators. Gernandt & Danielsson Advokatbyrå KB acts as legal counsel to the Company and Baker & McKenzie Advokatbyrå KB acts as legal counsel to the Managers in connection with the Directed Issue.

Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Stillfront in any jurisdiction, neither from Stillfront nor from someone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Stillfront has not approved any offer to the public of shares or other securities in any of the EEA countries and no prospectus has been or will be prepared in connection with the Directed Issue. In all EEA Member States, this notice is addressed and is addressed only to qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company’s shares. Any investment decision to acquire or subscribe for shares in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Managers. The Managers is acting for the Company in connection with the Directed Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Directed Issue or any other matter referred to herein.

This press release does not constitute a recommendation for any investors' decisions regarding the Directed Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq main market rule book for issuers.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Stillfront have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Stillfront may decline and investors could lose all or part of their investment; the shares in Stillfront offer no guaranteed income and no capital protection; and an investment in the shares in Stillfront is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Stillfront.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Stillfront and determining appropriate distribution channels.

INSIDE INFORMATION: Stillfront Group AB (publ) has entered into an agreement to acquire 100 percent of the shares in Jawaker FZ LLC (“Jawaker”) for a total upfront consideration of USD 205 million on a cash and debt free basis (the “Transaction”). Jawaker a leading mobile gaming studio in the MENA region, founded in 2009, holds one of the largest classic PvP (Player versus Player) gaming apps in the world, with a focus on board & card games and other popular games specific to the region. The sellers of Jawaker are the founders and main owners, the investment company Media Zone Investments FZ LLC (“twofour54”) and certain employees. Jawaker is headquartered in Abu Dhabi, the UAE, with a team of approximately 50 people. To finance a part of the Transaction, Stillfront’s Board of Directors has decided to raise additional equity through a directed share issue of SEK 1,000 million.

TRANSACTION IN BRIEF

• The total upfront consideration for the acquisition of 100 percent of the shares in Jawaker amounts to USD 205 million on a cash and debt free basis (the “Upfront Purchase Price”).
• Of the Upfront Purchase Price, 74 percent is payable in cash, and 26 percent is payable in 8,540,092 newly issued shares in Stillfront.
• Certain sellers may receive an earn-out payment of up to USD 20 million payable in cash, if Jawaker reaches certain EBIT targets for 2021. The earn-out payment for 2021 will be zero for the midpoint of the expected EBIT range for 2021 described below. In addition, certain sellers may receive additional earn-out payments of 1.0x EBIT for each of the financial years 2022, 2023, 2024, 2025 and 2026 whereof 70 percent is payable in cash and 30 percent in newly issued shares in Stillfront.
• Jawaker has preliminary unaudited IFRS converted net revenue and adjusted EBIT for the period H1 2021 of approximately SEK 132 million and approximately SEK 82 million respectively.
• Jawaker is expected to generate net revenue of approximately SEK 270-310 million, with approximately SEK 180-210 million in adjusted EBIT, for the calendar year 2021.
• The Upfront Purchase Price is equivalent of approximately 8.9x Jawaker’s forecasted and unaudited adjusted EBIT for the calendar year 2021, assuming a mid-range EBIT for 2021.
• The acquisition of Jawaker will further strengthen Stillfront’s presence in the strategically important and fast-growing MENA region, as well as further broaden Stillfront’s games portfolio and fuel future organic growth. Further, the acquisition will enable substantial scaling and collaboration potential within Stillfront’s group of studios.
• To finance a part of the Transaction, Stillfront’s Board of Directors has decided to raise additional equity through a directed share issue of SEK 1,000 million in the form of an accelerated book building procedure which is announced separately in connection with this press release
• Completion of the Transaction is expected to occur on October 4, 2021.

“Stillfront has been active in the MENA region since 2016 and we continue to be impressed by the amazing talents and strong growth that we have seen in the region over the past five years. Mohamad and the Jawaker team have built an impressive studio adopting a one-app approach that allows users to play several different games within one app, while connecting with friends and socializing, creating strong engagement and loyalty within the user base. With the acquisition of Jawaker, we add a fast-growing and highly profitable studio to the group, and further strengthen our presence in the strategically important MENA region. We see significant scaling potential for Jawaker as a part of Stillfront, with opportunities to fuel user acquisition both in the MENA region and among the Arabic speaking population worldwide, leveraging Stillfront’s successful experience from marketing Babil’s games. Jawaker’s expertise in the region is complementary to Babil’s in terms of both genre mastery and regional reach, making them a perfect strategic fit for Stillfront and creating several growth opportunities going forward”, says Jörgen Larsson, CEO, Stillfront.

“From its humble beginnings 12 years ago, Jawaker has always maintained its belief that steady profitable growth can achieve meaningful results over the long term. The best investment we made over the years was in our culture. This created the environment that unlocked the potential of our truly inspirational team who made Jawaker what it is today. The overwhelming feeling now is one of new beginnings within the Stillfront family. We are so excited to be joining an organization that shares our belief in making long term investments and creating a forever franchise in our genre of games”, says Mohamad Hasan”, Co-founder and CEO of Jawaker.

“With investments in leading online gaming companies like Jawaker, twofour54 is once again demonstrating that it is a pioneer of the regional gaming industry. This deal is just one more demonstration that the Emirate’s gaming sector is moving from strength to strength, and through the AD Gaming initiative, Abu Dhabi remains committed to driving its growth in the years to come,” says Michael Garin, CEO of twofour54.

BACKGROUND AND TRANSACTION RATIONALE
The acquisition of Jawaker is an important step in Stillfront’s ambition to build the leading free-to-play powerhouse of gaming studios. The acquisition will further strengthen Stillfront’s presence in the strategically important and fast-growing MENA region, as well as broaden Stillfront’s games portfolio, fuel future organic growth and enable substantial scaling and collaboration potential within Stillfront’s group of studios.

Founded in 2009, Jawaker is a leading and highly profitable mobile gaming studio in the MENA region, with one of the largest classic PvP gaming apps in the world. The studio focuses on board & card games and other popular games specific to the region. Jawaker has built a strong presence in the fast-growing MENA region, supported by its regional reseller network, which creates a strong competitive advantage and entry barrier. The majority of the studio’s revenues are generated from the MENA region, but it also has a significant share of revenue from the Arabic diaspora in Europe and North America.

The Jawaker app is a single hub for +30 games and allows users to play, connect with friends, join clubs and socialize. The one-app approach bundles a high number of players in one ecosystem, which supports cross promotion between titles within the app and strengthens retention. Today, more than 50% of Jawaker’s users play two or more different games within the app every week. The successful one-app approach eases future cross-promotion activities and supports Stillfront’s strategic initiative to keep more traffic within Stillfront’s own ecosystem.

The acquisition of Jawaker will enable significant scaling potential as a part of Stillfront and solidify the company’s strong position in the MENA region. Based on Stillfront’s successful experience from marketing Babil’s games, Stillfront sees a large potential for increasing user acquisition spend in both the MENA region and worldwide within the Arabic speaking population. Jawaker’s regional expertise in the MENA region is complementary to Babil from genre, local reach and revenue model perspectives, opening up for more synergies and scaling of Stillfront’s titles in the MENA region. Stillfront also sees a large potential to scale Jawaker’s games internationally in Western countries and the Indian subcontinent using Stillfront’s expertise in performance marketing and localization.

THE TRANSACTION
The Transaction involves the acquisition of 100 percent of the shares in Jawaker, completion of which is expected to occur on October 4, 2021. Jawaker will be consolidated into Stillfront’s consolidated financial reporting from October 1, 2021.

Upon completion of the Transaction, USD 205 million on a cash and debt free basis will be payable to the sellers. Of the USD 205 million in upfront consideration, 74 percent is payable in cash and 26 percent is payable in 8,540,092 newly issued shares in Stillfront. The newly issued shares in Stillfront will be issued based on the mandate to the board of directors of Stillfront granted at the Annual General Meeting held on May 11, 2021. The number of shares in relation to the Upfront Purchase Price has been calculated using the volume weighted average price per share in Stillfront traded on Nasdaq Stockholm during the twenty trading days up to and including September 6, 2021 converted into USD at the average exchange rate between SEK and USD of the Swedish Central Bank (Sw. Riksbanken) published at https://www.riksbank.se/en-gb/ during the same period, i.e. the subscription price per share related to the Upfront Purchase Price amounts to SEK 54.140. This corresponds to a dilution of 2.3 percent on a fully diluted basis (i.e. based on the total number of shares and votes outstanding after the share issue). The minority owner, Media Zone Investments FZ LLC “twofour54” will only receive upfront cash consideration for its shares in Jawaker.

Certain sellers may receive an earn-out purchase price payment of up to USD 20 million, payable in cash, if Jawaker reaches certain EBIT targets for 2021. The earn-out payment for 2021 will be zero for the midpoint of the communicated expected EBIT range for 2021. In addition, certain sellers may receive earn-out purchase price payments corresponding to 1.0x EBIT for each of the financial years 2022, 2023, 2024, 2025 and 2026 generated in the ordinary course of business during each of those years. The earn-out consideration for 2022-2026 is payable 70 percent in cash and 30 percent in newly issued shares in Stillfront. The subscription price for newly issued shares related to the earn-out purchase price (if any) will be based upon the volume weighted average price of the shares in Stillfront traded on Nasdaq Stockholm for a period of ten trading days up to and including the day before Stillfront’s announcement of financial results for the applicable earn-out period converted into USD at the average exchange rate between SEK and USD of the Swedish Central Bank (Sw. Riksbanken) published at https://www.riksbank.se/en-gb/ during the same period.

The 8,540,092 newly issued shares in Stillfront that are to be issued as part of payment of the Upfront Purchase Price are subject to customary transfer restrictions during a period from receipt of such shares until eighteen months thereafter. The newly issued shares in Stillfront that are to be issued to the earn-out sellers as part of payment of the earn-out purchase price payments are subject to customary transfer restrictions for a period of twelve months from receipt of such shares.

To finance a part of the Transaction, Stillfront’s Board of Directors has decided to raise additional equity through a directed share issue of SEK 1,000 million in the form of an accelerated book building procedure which is announced separately in connection with this press release.

Completion of the Transaction is subject to customary completion conditions.

The founders and other key employees will remain within Jawaker and be part of the management of Jawaker post-completion of the Transaction.

PRELIMINARY UNAUDITED FIGURES FOR JAWAKER FOR JANUARY- JUNE 2021
The below presented preliminary unaudited financials are solely intended to describe the financial situation of Stillfront post-closing of the Transaction. All figures are preliminary and unaudited. Jawaker has USD as its reporting currency. The USD figures have been translated into SEK by using the average FX rate for the period of January to June 2021, with USD/SEK at 8.4039.

Jawaker has preliminary IFRS net revenue of approximately SEK 132 million and adjusted EBIT of approximately SEK 82 million for the period January-June 2021.

PRELIMINARY PRO FORMA INCOME STATEMENT

UNAUDITED FORECAST FIGURES FOR JAWAKER FOR THE FULL YEAR 2021
The below presented unaudited forecast figures are solely intended to describe the hypothetical financial situation of Jawaker and to display the potential financial growth of Jawaker. The financial assumptions are based on Jawaker’s management accounts and projected growth. All figures are preliminary and unaudited.

Jawaker is expected to generate net revenue of approximately SEK 270-310 million with approximately SEK 180-210 million in Adjusted EBIT for the calendar year 2021[4].

TRANSACTION COSTS
Stillfront’s transaction expenses are estimated at SEK 17 million for the Transaction, accounted for in EBIT during Q3, and SEK 15 million for the directed share issue, accounted for directly in equity.

FINANCIAL AND LEGAL ADVISORS
DLA Piper is legal advisor and EY is financial and tax due diligence advisor for Stillfront in connection with the Transaction. Latham Watkins is legal advisor and Aream & Co is financial advisor to the sellers in connection with the Transaction.

Carnegie Investment Bank AB (publ) and Joh. Berenberg, Gossler & Co. KG (jointly the "Managers") are acting as Joint Global Coordinators with regards to the directed share issue. Gernandt & Danielsson Advokatbyrå KB is acting as legal advisor for Stillfront in connection with the directed share issue. Baker & McKenzie Advokatbyrå KB is acting as legal counsel to the Managers.

CONFERENCE CALL FOR INVESTORS, ANALYSTS AND MEDIA
Representatives of Stillfront will participate in a conference call on September 9, at 08.30 CEST. To participate, please use the details set out below.

To participate by telephone, please dial:
SE: +46856642706
UK: +443333009268
US: +16467224957

To participate via audiocast:
 https://tv.streamfabriken.com/press-conference-09-09-2021

IMPORTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in such jurisdictions, in which this press release has been released, announced, or distributed, should inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Stillfront in any jurisdiction, neither from Stillfront nor from someone else.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the share issue must be made on the basis of all publicly available information relating to Stillfront and Stillfront’s shares. Such information has not been independently verified by Stillfront. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness.

This press release does not constitute a recommendation concerning any investor’s option with respect to the share issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a Transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore, South Africa, Switzerland, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Stillfront has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

Forward-looking statements
This press release contains certain forward-looking statements that reflect Stillfront’s current views or expectations of future events and financial and operational performance, including statements regarding guidance, planning, prospects and strategies. Words such as “intends”, “anticipates”, “expects”, “plans”, “estimates”, “may”, and similar expressions regarding indications or predictions of future developments or trends that are not based on historical facts, constitute forward-looking information. Although Stillfront believes that these statements are based upon reasonable assumptions and expectations, Stillfront cannot give any assurances that any such forward-looking statements will materialize. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risk and uncertainties include but are not limited to the following: Jawaker's future business development; the expected growth of Jawaker’s user base; the expectation regarding the rate at which Jawaker can gain active users; Jawaker's ability to monetize the user base; and Jawaker's ability to launch new products according to plan. Forward-looking statements in this press release apply only at the time of the press release and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Stillfront have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Stillfront may decline and investors could lose all or part of their investment; the shares in Stillfront offer no guaranteed income and no capital protection; and an investment in the shares in Stillfront is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the share issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Stillfront.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Stillfront and determining appropriate distribution channels.

FINANCIAL HIGHLIGHTS Q2

• Net revenue of 1,382 (1,192) MSEK, an increase of 16 percent compared to the second quarter of 2020, of which -17 (22) percent was organic
• EBIT of 289 (336) MSEK, a decrease of 14 percent
• Adjusted EBIT of 477 (463) MSEK, an increase of 3 percent, Adjusted EBIT margin of 35 (39) percent
• Items affecting comparability impacting EBIT amounted to -25 (-33) MSEK, mainly driven by costs for the listing change and costs related to the acquisition of Game Labs. Amortization of PPA-items amounted to -163 (-94) MSEK
• Financial net of -72 (-85) MSEK
• Net result of 149 (188) MSEK
• Net result per share undiluted of 0.41 (0.57) SEK. Net result per share diluted of 0.41 (0.57) SEK
• Net debt of 3,584 (665) MSEK and adjusted leverage ratio, pro forma of 1.6x (0.4x)
• Cash position of 850 MSEK and 2,605 MSEK of undrawn credit facilities

INDICATIVE GUIDANCE FOR Q3 2021

• Net revenue 1,275-1,325 MSEK
• Adjusted EBIT 375-415 MSEK

In Q2’21, Stillfront delivered net revenues of 1,382 MSEK, up 16 percent year-on-year, with a strong margin of 35%, and record-level cash flows from operations. The game portfolio excluding studios acquired over the recent 12 months showed an organic decline in daily and monthly active users, due to an exceptional inflow of new users in Q2 last year, driven by the Covid-19 pandemic, while studios acquired during the recent 12 months continued to perform well in the second quarter, with Candywriter, Sandbox Interactive and Moonfrog Labs all delivering above our expectations. Due to the extraordinary circumstances, with the mobile advertising market going through changes, our new product portfolio mix, and the tough comparison numbers from the pandemic last year, as well as seasonality effects, we have decided to provide an indicative guidance for Q3’21 where we expect total net revenue to amount to between 1,275 and 1,325 MSEK with an adjusted EBIT of between 375 and 415 MSEK.

Jörgen Larsson, CEO, Stillfront

KEY FIGURES

INVITATION TO WEBCAST

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions in a live webcast 10:00 am CEST today. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q2-2021

To participate via phone, please call:

SE: +46 8 505 583 52
UK: +44 33 330 092 68
US: +1 64 672 249 04

FORWARD-LOOKING STATEMENTS
Some statements herein are forward-looking that reflect Stillfront’s current views or expectations of future financial and operational performance. Because these forward-looking statements involve both known and unknown risks and uncertainties, actual results may differ materially from the information set forth in the forward-looking information. Such risks and uncertainties include but are not limited to general business, economic, competitive, technological, and legal uncertainties and/or risks. Forward-looking statements in this report apply only at the time of announcement of the report and are subject to change without notice. Stillfront undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, other than as required by applicable law or stock market regulations.

During July 2021, the total number of shares and votes in Stillfront Group AB (publ) has increased with 2,901,413 of which (i) 104,465 as a result of the directed share issue to the sellers of Imperia Online JSC as announced on 11 May 2021, (ii) 584,243 as a result of the directed share issue to the sellers of Playa Games GmbH as announced on 11 May 2021, (iii) 791,189 as a result of the directed share issue to the sellers of Candywriter LLC as announced on 11 May 2021 and (iv) 1,421,516 as a result of the directed share issue to certain sellers of Storm 8 Inc. as announced on 11 May 2021.

Jörgen Larsson, President & CEO, and Andreas Uddman, CFO, will present the results and answer questions. The conference will be held in English.

To participate via webcast, please visit:

https://tv.streamfabriken.com/stillfront-q2-2021

To participate via phone, please call:

SE: +46 8 505 583 52
UK: +44 33 330 092 68
US: +1 64 672 249 04

Imperia Online JSC
The Annual General Meeting in Stillfront resolved on 11 May 2021 on a directed new share issue of not more than 130,583 shares to the sellers of Imperia Online JSC, as part of the earn-out consideration to be paid following Stillfront’s acquisition of all of the shares in Imperia Online JSC pursuant to the terms of the acquisition agreement. The earn-out consideration for 2020, which shall be paid partly in cash and partly in the form of shares in Stillfront, has now been determined to a total amount of EUR 1,921,181.1. Subscription for shares has been completed and the board of directors of Stillfront has resolved to allot 104,465 subscribed shares to the sellers of Imperia Online JSC, entailing an increase of Stillfront's share capital by SEK 7,312.55. Payment for the shares has been made by way of set-off of the sellers’ claim of EUR 960,582.1 which corresponds to the part of the agreed earn-out consideration to be paid in the form of newly issued shares in Stillfront.

Playa Games GmbH
The Annual General Meeting in Stillfront resolved on 11 May 2021 on a directed new share issue of not more than 730,306 shares to the sellers of Playa Games GmbH, as part of the earn-out consideration to be paid following Stillfront’s acquisition of all of the shares in Playa Games GmbH pursuant to the terms of the acquisition agreement. The earn-out consideration for 2020, which shall be paid partly in cash and partly in the form of shares in Stillfront, has now been determined to a total amount of EUR 10,744,531.4. Subscription for shares has been completed and the board of directors of Stillfront has resolved to allot 584,243 subscribed shares to the sellers of Playa Games GmbH, entailing an increase of Stillfront's share capital by SEK 40,897.01. Payment for the shares has been made by way of set-off of the sellers’ claim of EUR 5,372,262.4 which corresponds to the part of the agreed earn-out consideration to be paid in the form of newly issued shares in Stillfront.

Candywriter LLC
The Annual General Meeting in Stillfront resolved on 11 May 2021 on a directed new share issue of not more than 987,608 shares to the sellers of Candywriter LLC, as part of the earn-out consideration to be paid following Stillfront’s acquisition of all of the shares in Candywriter LLC pursuant to the terms of the acquisition agreement. The earn-out consideration for 2020, which shall be paid partly in cash and partly in the form of shares in Stillfront, has now been determined to a total amount of USD 21,222,894.2. Subscription for shares has been completed and the board of directors of Stillfront has resolved to allot 791,189 subscribed shares to the sellers of Candywriter LLC, entailing an increase of Stillfront's share capital by SEK 55,383.23. Payment for the shares has been made by way of set-off of the sellers’ claim of USD 10,611,440.2 which corresponds to the part of the agreed earn-out consideration to be paid in the form of newly issued shares in Stillfront.

Storm8 Inc.
The Annual General Meeting in Stillfront resolved on 11 May 2021 on a directed new share issue of not more than 1,786,924 shares to the sellers of Storm8 Inc., as part of the earn-out consideration to be paid following Stillfront’s acquisition of all of the shares in Storm8 Inc. pursuant to the terms of the acquisition agreement. The earn-out consideration for 2020, which shall be paid partly in cash and partly in the form of shares in Stillfront, has now been determined to a total amount of USD 72,387,929.0. The number of shares in Stillfront to be allotted to the sellers as part of the earn-out consideration is 1,429,537, entailing an increase of Stillfront's share capital by SEK 100,067.59. The subscription for the shares is still pending. Once the subscription has been completed the, shares will be allotted to the sellers of Strom 8, Inc. Payment for the shares will be made by way of set-off of the sellers’ claim of USD 18,096,971.6 which corresponds to the part of the agreed earn-out consideration to be paid in the form of newly issued shares in Stillfront.

The extraordinary general meeting that was held on 17 June 2021, following a request by the shareholder Laureus Capital GmbH to convene such meeting, resolved to not approve the board of directors’ proposal on an issue of warrants and approval of transfer of warrants as arrangement for ensuring delivery of shares in Stillfront to the participants in the long-term incentive program established at the Annual General Meeting on 11 May 2021 (LTIP 2021/2025).

“Crush Them All”, which was released globally in May 2017, successfully combines hero RPG meta game elements with idle core gameplay and has been downloaded almost 7 million times to date. In May 2021, the game had approx. 55k daily active users (DAU) and approx. 250k monthly active users (MAU), and the game totaled more than 2 million downloads across mobile devices during 2020. The game had total bookings of approx. 13 MUSD for the last twelve months ending April 2021.

Following the acquisition, “Crush Them All”, will be operated by Stillfront’s studio Imperia Online, which will be able to leverage its existing available live ops development and user acquisition capabilities and grant the game additional resources. Imperia Online has successful experience from previously overtaking, operating and growing existing game assets from other studios within the Stillfront Group.

“Asset acquisitions is a valuable component in Stillfront’s M&A strategy and enables us to leverage our large experience and knowledge within live ops and user acquisition. “Crush Them All” is a highly successful title, and we are confident that we will be able to make the game even more enjoyable as we are able to spend more time and resources on developing the game going forward,” says Jörgen Larsson, CEO, Stillfront Group.

During May 2021, the total number of shares and votes in Stillfront Group AB (publ) has increased with 2,546,813 of which (i) 981,813 as a result of the directed share issue to the sellers of Game Labs Inc. as announced on 7 May 2021 and (ii) 1,565,000 as a result of registration of the share subscriptions made through exercise of warrants issued under the long-term incentive program, LTIP 2018/2021.

The shareholder has informed the Company that the reason for its request is as follows. Due to a technical oversight, Laureus was unable to vote for its shares held in the Company at the Annual General Meeting on 11 May 2021, despite its intention to do so. The Board of Directors had, i.a., proposed that the Annual General Meeting was to resolve on (a) a long-term incentive program to the executive management of Stillfront and certain key-employees of the Stillfront group (the “Program”) and (b) issue and transfer of warrants in order to ensure delivery of shares in accordance with the employee stock options granted under the Program (the “Warrant Hedge Arrangement”). The Annual General Meeting resolved to establish the Program but resolved against the Warrant Hedge Arrangement. Laureus believes that the Program is an important tool for retaining existing key-employees of the Stillfront group but also for attracting future recruitment of key employees. Further, Laureus believes the Warrant Hedge Arrangement is a suitable arrangement for ensuring delivery of shares under the Program by, among other things, preventing significant costs for an alternative delivery arrangement of shares under the Program. The resolution approving the Warrant Hedge Arrangement would have passed if Laureus had been able to vote for its shares at the Annual General Meeting. Thus, Laureus has requested that the Company’s board of directors summons this Extraordinary General Meeting to resolve on a warrant hedge agreement in line with the proposal at the Annual General Meeting for securing delivery of shares under the Program.

In order to prevent the spread of the virus causing covid-19, the board of directors has decided that the Extraordinary General Meeting will be held without the physical presence of shareholders, proxies or external parties and that the shareholders shall have the opportunity to exercise their voting rights only by postal voting prior to the Extraordinary General Meeting.

RIGTH TO PARTICIPATE AND NOTICE OF ATTENDANCE
Shareholders who wish to participate at the Extraordinary General Meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on the record date which is 9 June 2021 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed by 11 June 2021; and
• notify their intention to participate by having submitting a postal vote in accordance with the instructions set out in the section “Postal voting” by way of mail to Stillfront Group AB (publ) ”EGM”, Sveavägen 9, SE-111 57 Stockholm or electronically via the web link provided on the Company’s website in such time so that the Company receives the postal vote no later than 16 June 2021. Please note that the notification to participate in the Extraordinary General Meeting can only be made by postal voting.

POSTAL VOTING
The board of directors has decided that shareholders shall have the opportunity exercise their voting rights only by postal voting pursuant to sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions of General Meetings in Companies and Associations. A shareholder who wishes to exercise its voting rights shall use a special form for postal voting. The form for postal voting will be made available via a web link on the Company’s website https://www.stillfront.com/en/section/corporate-governance/general-meetings/. Complete forms must be received by the Company no later 16 June 2021. The postal voting form can also be sent by way of mail to Stillfront Group AB (publ), "EGM", Sveavägen 9, SE-111 57 Stockholm. The submission of a postal voting form is considered as a notification of participation at the Extraordinary General Meeting.

The shareholder cannot give any instructions other than by marking one of the stated alternatives for each item of the form. If the shareholder has added special instructions or conditions in the form, or amended or added to the pre-printed text, the vote will be invalid.

Only one form per shareholder will be taken into consideration. If more than one form is submitted, only the most recently dated form will be taken into consideration. If two or more forms have the same date, only the form received last by Stillfront will be taken into consideration. Incomplete or incorrectly completed forms may be disregarded.

For questions about the Extraordinary General Meeting or to receive a postal voting form or proxy form by post, please contact: Stillfront Group AB (publ), "EGM", Sveavägen 9, SE-111 57 Stockholm or send an e-mail to egm@stillfront.com.

SHAREHOLDERS WITH NOMINEE REGISTERED SHARES
To be entitled to participate in the Extraordinary General Meeting by submitting a postal vote, those having their shares registered in the name of a nominee must have their shares registered in their own name so that he or she is registered as a shareholder in the share register kept by Euroclear Sweden AB on 11 June 2021. Such registration may be temporary. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.

PROXIES AND PROXY FORMS
Shareholders can vote by post at the Extraordinary General Meeting through proxies with a written, signed and dated power of attorney. If the shareholder is a legal entity, a registration certificate or equivalent authorisation document shall be attached. The power of attorney shall be attached to the mail voting form.

A proxy form is available at the Company’s website, https://www.stillfront.com/en/section/corporate-governance/general-meetings/.

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 at the Extraordinary General Meeting 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.

Requests for such information must be submitted in writing to the Company at its address Stillfront Group AB (publ), ”EGM”, Sveavägen 9, SE-111 57 Stockholm, or via e-mail to egm@stillfront.com, no later than 7 June 2021.The information is provided by the Company by keeping it available at the Company’s website https://www.stillfront.com/en/section/corporate-governance/general-meetings/ and its head office Sveavägen 9, SE-111 57 Stockholm no later than 12 June 2021. The information will also be sent to those shareholders who so request and submit their postal address or e-mail address.

PROPOSED AGENDA

1. Opening of the meeting
2. Appointment of the chairman for the meeting
3. Election of one or two persons to approve the minutes
4. Preparation and approval of the voting register
5. Approval of the agenda
6. Determination of whether the meeting has been duly convened
7. Resolution on (a) issue of warrants and (b) approval of transfer of warrants
8. Closing of the meeting

PRINCIPAL PROPOSALS FOR RESOLUTIONS
Appointment of the chairman for the meeting (item 2)

It is proposed that Jan Samuelson is elected chairman of the Extraordinary General Meeting.

Election of one or two persons to approve the minutes (item 3)

The board of directors proposes that Jonas Linnell (SEB Fonder), or in the event of his absence, the person appointed by the board of directors, to approve the minutes from the Extraordinary General Meeting together with the chairman. The assignment to approve the minutes also includes checking the voting list and that the received postal votes are recorded correctly in the minutes of the meeting.

Preparation and approval of the voting register (item 4)

The voting register that is proposed to be approved is the voting register that poströsta.se has prepared on behalf of the Company, based on the shareholders register and received postal votes and which has been verified an approved by the person approving the minutes.

Resolution on (a) issue of warrants and (b) approval of transfer of warrants (item 7)

Following the request by Laureus, the board of directors proposes that the Extraordinary General Meeting, in accordance with the below, resolves on (a) an issue of warrants of series 2021/2025 and (b) approval of transfer of warrants in order to ensure delivery of shares in accordance with the employee stock options granted under the Program.

(a) Issue of warrants

The board of directors proposes that the Extraordinary General Meeting resolves on an issue of warrants governed by the following main terms and conditions:

1. The Company shall issue a maximum of 3,500,000 warrants of series 2021/2025 (the “Warrants”).
2. The right to subscribe for warrants shall, with deviation from the shareholders’ preferential rights, accrue to a wholly-owned subsidiary of the Company.
3. Over-subscription shall not be permitted.
4. The warrants shall be subscribed for on a separate subscription list no later than 31 August 2021. The board of directors shall have the right to extend the subscription period. The warrants shall be allotted to the subsidiary free of charge.
5. Each warrant shall entitle the participant to acquire one (1) new share in the Company during the period commencing on and including 1 April 2025 up to and including 31 December 2025. Subscription may only be carried out in accordance with the terms and conditions for the Program and in order to ensure delivery to the participants in the Program.
6. The subscription price upon exercising the warrant shall correspond to the share’s quota value.
7. The newly subscribed shares shall entitle dividend for the first time on the record day that falls immediately following the execution of the subscription.
8. The full terms and conditions for the Warrants are presented in the board of director’s complete proposal for the resolution. As set out therein, the subscription price, as well as the number of shares that a Warrant 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, amount to no more than SEK 245,000, subject to the increase that may be caused by recalculation of the subscription price and the number of shares that each Warrant entitles subscription for may occur as a result of issues etcetera.
10. The board of directors are authorised to make such minor adjustments as may be necessary in connection with the registration of the Warrants with the Swedish Companies Registration Office.
11. The reason for deviation of the shareholders’ preferential rights is to ensure delivery of shares within the Program.

(b) Approval of transfer of warrants

The board of directors proposes that the Extraordinary General Meeting approves:

• that the subsidiary transfers the Warrants to participants in the Program upon payment of the price under the terms and conditions of the Program (after deduction of the subscription price of the Warrants);
• that the subsidiary transfers the Warrants to a third party with whom the Company has entered into an agreement regarding exercising the Warrants and delivery of shares to participants in the Program in accordance with the terms and conditions for the Program; and/or
• that the subsidiary otherwise disposes of the Warrants in order to ensure the Company’s obligation in connection with the Program.

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 359,961,283. All shares carry equal voting rights. The Company does not hold any own shares.

MAJORITY REQUIREMENTS
A resolution in accordance with item 7 is valid only where supported by shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the Extraordinary General Meeting.

DOCUMENTS
The complete proposals and other documents that shall be made available prior to the Extraordinary 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/section/corporate-governance/general-meetings/, not less than three weeks before the Extraordinary General Meeting. The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address.

PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the Extraordinary General Meeting, see the privacy policy available on Euroclear Sweden AB’s website at www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

* * *
Stockholm in May 2021
The board of directors in Stillfront Group AB (publ)

The first day of trading in Stillfront’s shares on Nasdaq Stockholm is expected to be on Wednesday 26 May 2021. The shares will be traded in the Large Cap segment (correction from previous announcement stating the Small Cap segment) under the same ticker (SF) and ISIN code (SE0015346135). There will not be any offer or issue of new shares, and shareholders of Stillfront will not need to take any action in connection with the list change.

For complete information of the list change from Nasdaq First North Premier Growth Market to Nasdaq Stockholm, please refer to the prospectus that has been drafted by Stillfront and was approved and registered by the SFSA on 21 May 2021. The prospectus is available on Stillfront’s website (www.stillfront.com), and on the SFSA’s website (www.fi.se).

Adviser
DLA Piper Sweden is acting as legal adviser for Stillfront in connection with the listing on Nasdaq Stockholm.

About the list change
The first day of trading in Stillfront’s shares on Nasdaq Stockholm is expected to be on Wednesday 26 May 2021. The last day of trading in Stillfront’s shares on Nasdaq First North Premier Growth Market will then be on Tuesday on 25 May 2021. The shares will be traded in the Large Cap segment under the same ticker (SF) and ISIN code (SE0015346135). There will not be any offer or issue of new shares, and shareholders of Stillfront will not need to take any action in connection with the list change.

Stillfront’s shares have been listed on Nasdaq First North Growth Market since 2015 and within the premier segment since 2017. The listing of the shares on Nasdaq Stockholm is a step further in the company’s continued growth. The Board and management believe that the listing on Nasdaq Stockholm will contribute to creating increased long-term shareholder value and this constitutes an important step in the continued expansion and development of the company. The Board expects that the list change will lead to an increased awareness of the company’s operations and activities, that it will strengthen the company’s profile and brand among investors and thereby provide increased access to the Swedish and international capital markets and increase the ability to attract and retain qualified key personnel and other employees.

“Since our IPO in late 2015, Stillfront has grown from 50 co-workers and four studios to a group of more than 1,250 co-workers and 20 different studios across the globe. During the past years, we have invested a lot of time and resources in building a robust business platform and professional organization that supports our growing number of game studios, and we are now ready to take the next step as a company. The listing on Nasdaq Stockholm’s main market is a quality stamp and an important milestone for Stillfront on our journey to building the leading free-to-play powerhouse of gaming studios”, says Jörgen Larsson, CEO, Stillfront.

Prospectus
For complete information of the expected list change from Nasdaq First North Premier Growth Market to Nasdaq Stockholm, please refer to the prospectus that has been drafted by Stillfront and as of today has been approved and registered by the SFSA. The prospectus is available on Stillfront’s website (www.stillfront.com), and on the SFSA’s website (www.fi.se).

Adviser
DLA Piper Sweden is acting as legal adviser for Stillfront in connection with the listing on Nasdaq Stockholm.