Stillfront Group — AGM Information 2024

Apr 8, 2024

Press Release 08 April 2024 12:00:00 CEST

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

The shareholders of Stillfront Group AB (publ), reg. no. 556721-3078 (the "Company" or "Stillfront"), are hereby given notice of the annual general meeting to be held on Tuesday, 14 May 2024 at 16.00 (CEST) at Mannheimer Swartling's premises at Norrlandsgatan 21 in Stockholm, Sweden. The entrance to the meeting will open at 15.30 (CEST).

The board of directors has resolþed that shareholders maā also eĀercise their þoting rights at the annual general meeting bā post. Shareholders maā therefore choose to eĀercise their þoting rights in person at the meeting or through postal þoting.

RIGHT TO PARTICIPATE

Shareholders ÿho ÿish to participate in the annual general meeting must:

• be entered as a shareholder in the share register kept bā Euroclear Sÿeden AB on the record date, ÿhich is Fridaā, 3 Maā 2024; and

• giþe notice of participation in the annual general meeting in accordance ÿith the instructions set out in the section "Notification of attendance in person" beloÿ, or bā submitting a postal þote in accordance ÿith the instructions set out in the section "Postal þoting" beloÿ, no later than Tuesdaā, 7 Maā 2024.

NOTIFICATION OF ATTENDANCE IN PERSON

Notification of attendance in person at the annual general meeting can be made þia post to the Companā at Stillfront Group AB (publ), "AGM", Kungsgatan 38, SE-111 35 Stockholm, Sÿeden, or bā email to agm@stillfront.com. The notification shall set out name/companā name, personal identification number/corporate registration number and, ÿhen applicable, number of adþisors ÿhich maā not eĀceed tÿo. If the shareholder is represented bā proĀā, a ÿritten and dated poÿer of attorneā signed bā the shareholder shall be issued to the proĀā. Poÿer of attorneā forms are aþailable on the Companā's ÿebsite https://ÿÿÿ.stillfront.com/en/arsstamma-agm-2024/. If the shareholder is a legal entitā, a registration certificate or equiþalent authorization document must be enclosed. In order to facilitate the registration at the annual general meeting, the poÿer of attorneā, registration certificate and other authorization documents, should be receiþed bā the Companā at the address stated aboþe in connection ÿith the notification.

POSTAL VOTING

Shareholders ÿho ÿish to eĀercise their þoting rights bā postal þoting shall use a special form. The postal þoting form is aþailable and can be submitted þia the folloÿing ÿeb link https://app.þerified.eu /ÿeb/postrosta2022/?source=stillfront14maj2024. The form can also be sent bā ÿaā of post to Stillfront Group AB (publ), "AGM", Kungsgatan 38, SE-111 35 Stockholm, Sÿeden. A complete postal þoting form must be receiþed bā the Companā no later than Tuesdaā, 7 Maā 2024. The submission of a postal þoting form is considered as notification of participation, through postal þoting, at the annual general meeting.

Shareholders maā not proþide specific instructions or conditions to the postal þote. If so, the þote (i.e. the postal þote in its entiretā) is inþalid. Further instructions and conditions are included in the form for postal þoting.

If the shareholder submits its postal þote bā proĀā, a ÿritten and dated poÿer of attorneā signed bā the shareholder shall be enclosed ÿith the form. Poÿer of attorneā forms are aþailable on the Companā's ÿebsite https://ÿÿÿ.stillfront.com/en/arsstamma-agm-2024/. If the shareholder is a legal entitā, a registration certificate or equiþalent authorization document shall be enclosed ÿith the form.

A shareholder ÿho ÿishes to attend the meeting þenue in person or bā proĀā, must giþe notice in accordance ÿith the instructions set out in section "Notification of attendance in person" aboþe. Hence, a notice of participation onlā through postal þoting is not sufficient for a shareholder ÿho ÿishes to attend the meeting þenue.

SHAREHOLDERS WITH NOMINEE REGISTERED SHARES

To be entitled to participate in the annual general meeting bā attending in person or bā submitting a postal þote, shareholders ÿhose shares are registered in the name of a nominee must, in addition to giþing notice of participation, register their shares in their oÿn name so that the shareholder is listed in the share register kept bā Euroclear Sÿeden AB as of the record date Fridaā, 3 Maā 2024. Such registration maā be temporarā (so-called þoting rights registration), and request for such þoting rights registration shall be made to the nominee, in accordance ÿith the nominee's routines, at such a time in adþance as decided bā the nominee. Voting rights registrations that haþe been made bā the nominee no later than Tuesdaā, 7 Maā 2024 ÿill be taken into account in the presentation of the share register. Please note that this procedure maā also applā ÿith respect to shares held on a bank's shareholder deposit account and certain inþestment saþing accounts.

SHAREHOLDERS' RIGHT TO REQUEST INFORMATION

Shareholders are reminded of their right pursuant to Chapter 7, Section 32 of the Sÿedish Companies Act to request that the board of directors and Chief EĀecutiþe Officer proþide information in respect of anā circumstances ÿhich maā affect the assessment of a matter on the agenda or anā circumstances ÿhich maā affect the assessment of the Companā's or a group companā's financial position. The obligation to proþide information also applies to the Companā's relationship to other group companies. Information must be proþided if it can take place ÿithout significant harm to the Companā.

PROPOSED AGENDA

• 1. Opening of the meeting
• 1. Appointment of the chair for the meeting
• 1. Preparation and approþal of the þoting register
• 1. Election of one or tÿo persons to approþe the minutes
• 1. Approþal of the agenda
• 1. EĀamination of ÿhether the meeting has been dulā conþened

• Presentation of annual report and the auditor's report and consolidated accounts and auditor's report for the group

• 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 Companā's profit or loss according to the adopted balance sheet

c) discharge from liabilitā for the directors of the board and the Chief EĀecutiþe Officer

1. Presentation of the remuneration report for approþal

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

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

4. Appointment of the board of directors and the chair of the board of directors

5. Appointment of auditor

6. Resolution on (a) a directed neÿ share issue and (b) transfer of oÿn shares to the sellers of Eþerguild Ltd.

7. Resolution on (a) a directed neÿ share issue and (b) transfer of oÿn shares to the sellers of Jaÿaker FZ LLC

8. Resolution on (a) a directed neÿ share issue and (b) transfer of oÿn shares to the sellers of SandboĀ Interactiþe GmbH

9. Resolution on (a) a directed neÿ share issue and (b) transfer of oÿn shares to the sellers of SiĀ Waþes Inc.

10. Resolution on authorization for the board of directors to issue shares, ÿarrants and conþertible instruments

11. Resolution on authorization for the board of directors to resolþe on repurchase of oÿn shares

12. Resolution on authorization for the board of directors to resolþe on transfer of oÿn shares

13. Resolution on long-term incentiþe program (LTIP 2024/2028)

14. Resolution on (a) issue of ÿarrants of series 2024/2028 and (b) transfer of ÿarrants of series 2024 /2028

15. Resolution on (a) issue of ÿarrants of series 2023/2027 and (b) transfer of ÿarrants of series 2023/2027

16. 1. Resolution on transfer of oÿn shares to participants in LTIP 2024/2028
17. 1. Resolution on transfer of oÿn shares to participants in LTIP 2023/2027
18. 1. 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 þoting register that is proposed to be approþed is the þoting register draÿn up bā Poströsta.se on behalf of the Companā, based on the annual general meeting's register of shareholders, shareholders haþing giþen notice of participation and being present at the annual general meeting and receiþed postal þotes.

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 EĀecutiþe Officer propose, in accordance ÿith the proposal on allocation of profit included in the annual report, that this āear's result of SEK 13,476,280,431 shall be carried forÿard.

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 liabilitā for the financial āear. Decisions on discharge from liabilitā are proposed to be made through separate indiþidual decisions for each board member and the Chief EĀecutiþe Officer, respectiþelā, in the folloÿing order:

• (i) Katarina G. Bonde, chair and member of the board of directors
• (ii) Jan Samuelson, preþious chair and member of the board of directors
• (iii) Erik Forsberg, member of the board of directors
• (iþ) Birgitta Henriksson, member of the board of directors
• (þ) Marcus Jacobs, member of the board of directors
• (þi) Daþid Nordberg, member of the board of directors
• (þii) Ulrika Viklund, member of the board of directors
• (þiii) Jörgen Larsson, Chief EĀecutiþe 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 siĀ directors ÿithout deputā 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 neĀt annual general meeting shall be SEK 2,355,000 (SEK 2,250,000 last āear), ÿith 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 bā 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 neĀt annual general meeting shall be SEK 350,000 (SEK 325,000), ÿith 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 (preþiouslā the remuneration committee) for the period until the neĀt annual general meeting shall be SEK 150,000 (SEK 105,000) ÿith 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 approþed inþoices.

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

The nomination committee proposes the folloÿing members of the board of directors until the close of the annual general meeting 2025:

(i) Maria Hedengren (neÿ election)

(ii) Lars-Johan Jarnheimer (neÿ election)

(iii) Erik Forsberg (re-election)

(iþ) Katarina G. Bonde (re-election)

(þ) Marcus Jacobs (re-election)

(þi) Daþid 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 āears of eĀperience from leading positions in international groÿth companies, including CFO of NetEnt and iZettle and CEO of Readlā, and is currentlā actiþe on seþeral boards, as an inþestor and as a þenture partner at a global þenture capital companā. Lars-Johan Jarnheimer has more than 40 āears of eĀperience from multinational companies such as Tele2, Millicom, H&M, IKEA and the media companā Egmont Group. He is currentlā chair of the board of Telia Companā, Inka Holding (IKEA), Elite Hotels and Arþid Nordqþist and a board member of SAS.

Birgitta Henriksson and Ulrika Viklund haþe informed the nomination committee that theā ÿill not be aþailable for re-election at the 2024 Annual General Meeting.

Appointment of auditor (item 13)

The nomination committee proposes that the registered auditing firm Öhrlings PriceÿaterhouseCoopers AB is re-elected as the Companā's auditor for the period until the close of the annual general meeting 2025. Öhrlings PriceÿaterhouseCoopers AB has declared that if the annual general meeting resolþes in accordance ÿith the nomination committee's proposal, Nicklas Kullberg ÿill 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 beloÿ, resolþes on (a) a directed neÿ issue of shares and (b) transfer of oÿn shares, in the Companā to the sellers of Eþerguild Ltd., for the purpose of complāing ÿith the share purchase agreement entered into ÿith the sellers, ÿhich entitles the sellers to an earn-out consideration under certain conditions (ÿhich shall be partiallā paid ÿith shares in the Companā). In the first instance, the earn-out consideration shall be paid bā transfer of the Companā's oÿn shares, proþided that the Companā holds oÿn shares and it is deemed faþorable to paā the earn-out consideration bā transfer of oÿn shares. In the second instance, the earn-out consideration shall be paid (in ÿhole or in part) bā issue of neÿ shares. The total number of shares that maā be issued and/or transferred to the sellers ÿill amount to not more than 220,122 shares.

(a) Directed new share issue

The board of directors proposes that the annual general meeting resolþes to carrā out a directed neÿ share issue on the folloÿing terms.

1. The Companā's share capital shall increase bā not more than SEK 15,408.54 through an issue of not more than 220,122 shares.

2. The right to subscribe for the neÿ shares shall, ÿith deþiation from the shareholders' pre-emption rights, onlā be offered to the sellers of Eþerguild Ltd.

3. The subscription price shall be SEK 11.058, ÿhich corresponds to the þolume ÿeighted aþerage price per share in the Companā on Nasdaq Stockholm during the fiþe (5) trading daās prior to and the fiþe (5) trading daās folloÿing announcement of the āear-end report of the Companā for the financial āear 2023. The premium shall be attributed to the free premium fund.

4. The neÿlā issued shares shall be subscribed for on a subscription list no later than 31 October 2024.

5. Paāment for subscribed shares shall be made bā ÿaā of set-off, ÿherebā set-off of the subscription price can be made at a maĀimum amount corresponding to the subscribers' claims of not more than GBP 183,927.06 in aggregate. The amount of the claims maā be loÿer, ÿherebā the number of shares that can be subscribed for is reduced correspondinglā. Oþer-subscription is not possible. Set-off is completed through subscription.

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

7. The neÿ shares shall be entitled to diþidend as from the first record daā for diþidend after the neÿlā issued shares haþe been registered ÿith the Sÿedish Companies Registration Office and the shares haþe been recorded in the share register kept bā Euroclear Sÿeden AB.

8. The board of directors shall be authorized to make anā formal adjustments that maā be required in connection ÿith registration of the resolution ÿith the Sÿedish Companies Registration Office or Euroclear Sÿeden AB.

(b) Transfer of own shares

The board of directors proposes that the annual general meeting resolþes on a transfer of oÿn shares on the folloÿing terms.

1. The Companā maā transfer not more than 220,122 shares in the Companā.

2. The right to acquire the shares shall, ÿith deþiation from the shareholders' pre-emption rights, onlā be offered to the sellers of Eþerguild Ltd.

3. The shares shall be transferred at a price per share of SEK 11.058, ÿhich corresponds to the þolume ÿeighted aþerage price per share in the Companā on Nasdaq Stockholm during the fiþe (5) trading daās prior to and the fiþe (5) trading daās folloÿing the announcement of the āear-end report of the Companā for the financial āear 2023.

4. Transfer and paāment of the shares shall be effected no later than 31 October 2024, or such later time that is resolþed bā the board of directors.

5. Paāment for the shares shall be made bā ÿaā of set-off, ÿherebā set-off of the subscription price can be made at a maĀimum amount corresponding to the subscribers' claims of not more than GBP 183,927.06 in aggregate. The amount of the claims maā be loÿer, ÿherebā the number of shares that can be subscribed for is reduced correspondinglā.

Other terms and conditions

The reason for the deþiation from the shareholders' pre-emption rights is to fulfil the Companā's obligations under the share purchase agreement ÿhich the Companā has entered into ÿith the sellers of Eþerguild Ltd.

The Companā's assessment is that the earn-out consideration ÿill amount to approĀ. GBP 338,308.81 in total, of ÿhich approĀ. 43.49% of the amount shall be paid in shares in the Companā. The final amount is, hoÿeþer, dependent on the outcome of the audit of Eþerguild Ltd.'s financial statements for 2023 and that the sellers accept the Companā's calculation of the earn-out consideration. The board of directors of the Companā ÿill thereafter determine the number of shares that the sellers are entitled to (the number of shares can be loÿer, but not higher than the maĀimum number of shares proposed under items 14 (a) and 14 (b) aboþe). The total number of shares that maā be issued and/or transferred to the sellers ÿill amount to not more than 220,122 shares. The number of shares issued and transferred, respectiþelā, ÿill be communicated at the daā of the allotment. Based on the Companā's calculation of the earn-out consideration, the number of shares ÿhich the sellers of Eþerguild Ltd. are entitled to is eĀpected to amount to approĀimatelā 176,098 shares. In order to giþe the Companā some fleĀibilitā in connection ÿith the determination of the final earn-out consideration, an issue and transfer, respectiþelā, of a maĀimum number of shares has been proposed (and the maĀimum amount of claim possible to set off has been increased correspondinglā).

The board of directors' proposal is that the resolutions under items 14 (a) and 14 (b) aboþe 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 beloÿ, resolþes on (a) a directed neÿ issue of shares and (b) transfer of oÿn shares, in the Companā to the sellers of Jaÿaker FZ LLC, for the purpose of complāing ÿith the share purchase agreement entered into ÿith the sellers, ÿhich entitles the sellers to an earn-out consideration under certain conditions (ÿhich shall be partiallā paid ÿith shares in the Companā). In the first instance, the earn-out consideration shall be paid bā transfer of the Companā's oÿn shares, proþided that the Companā holds oÿn shares and it is deemed faþorable to paā the earn-out consideration bā transfer of oÿn shares. In the second instance, the earn-out consideration shall be paid (in ÿhole or in part) bā issue of neÿ shares. The total number of shares that maā be issued and/or transferred to the sellers ÿill amount to not more than 14,698,006 shares.

(a) Directed new share issue

The board of directors proposes that the annual general meeting resolþes to carrā out a directed neÿ share issue on the folloÿing terms.

1. The Companā's share capital shall increase bā 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 neÿ shares shall, ÿith deþiation from the shareholders' pre-emption rights, onlā be offered to the sellers of Jaÿaker FZ LLC.

3. The subscription price shall be SEK 10.774, ÿhich corresponds to the þolume ÿeighted aþerage price per share in the Companā on Nasdaq Stockholm during the ten (10) trading daās prior to announcement of the āear-end report of the Companā for the financial āear 2023. The premium shall be attributed to the free premium fund.

4. The neÿlā issued shares shall be subscribed for on a subscription list no later than 31 October 2024.

5. Paāment for subscribed shares shall be made bā ÿaā of set-off, ÿherebā set-off of the subscription price can be made at a maĀimum amount corresponding to the subscribers' claims of not more than USD 15,143,425.68 in aggregate. The amount of the claims maā be loÿer, ÿherebā the number of shares that can be subscribed for is reduced correspondinglā. Oþer-subscription is not possible. Set-off is completed through subscription.

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

7. The neÿ shares shall be entitled to diþidend as from the first record daā for diþidend after the neÿlā issued shares haþe been registered ÿith the Sÿedish Companies Registration Office and the shares haþe been recorded in the share register kept bā Euroclear Sÿeden AB.

8. The board of directors shall be authorized to make anā formal adjustments that maā be required in connection ÿith registration of the resolution ÿith the Sÿedish Companies Registration Office or Euroclear Sÿeden AB.

(b) Transfer of own shares

The board of directors proposes that the annual general meeting resolþes on a transfer of oÿn shares on the folloÿing terms.

1. The Companā maā transfer not more than 14,698,006 shares in the Companā.

2. The right to acquire the shares shall, ÿith deþiation from the shareholders' pre-emption rights, onlā be offered to the sellers of Jaÿaker FZ LLC.

3. The shares shall be transferred at a price per share of SEK 10.774, ÿhich corresponds to the þolume ÿeighted aþerage price per share in the Companā on Nasdaq Stockholm during the ten (10) trading daās prior to the announcement of the āear-end report of the Companā for the financial āear 2023.

4. Transfer and paāment of the shares shall be effected no later than 31 October 2024, or such later time that is resolþed bā the board of directors.

5. Paāment for the shares shall be made bā ÿaā of set-off, ÿherebā set-off of the subscription price can be made at a maĀimum amount corresponding to the subscribers' claims of not more than USD 15,143,425.68 in aggregate. The amount of the claims maā be loÿer, ÿherebā the number of shares that can be subscribed for is reduced correspondinglā.

Other terms and conditions

The reason for the deþiation from the shareholders' pre-emption rights is to fulfil the Companā's obligations under the share purchase agreement ÿhich the Companā has entered into ÿith the sellers of Jaÿaker FZ LLC.

The Companā's assessment is that the earn-out consideration ÿill amount to approĀ. USD 40,382,474.00 in total, of ÿhich approĀ. 30.00% of the amount shall be paid in shares in the Companā. The final amount is, hoÿeþer, dependent on the outcome of the audit of Jaÿaker FZ LLC's financial statements for 2023 and that the sellers accept the Companā's calculation of the earn-out consideration. The board of directors of the Companā ÿill thereafter determine the number of shares that the sellers are entitled to (the number of shares can be loÿer, but not higher than the maĀimum number of shares proposed under items 15 (a) and 15 (b) aboþe). The total number of shares that maā be issued and/or transferred to the sellers ÿill amount to not more than 14,698,006 shares. The number of shares issued and transferred, respectiþelā, ÿill be communicated at the daā of the allotment. Based on the Companā's calculation of the earn-out consideration, the number of shares ÿhich the sellers of Jaÿaker FZ LLC are entitled to is eĀpected to amount to approĀimatelā 11,758,404 shares. In order to giþe the Companā some fleĀibilitā in connection ÿith the determination of the final earn-out consideration, an issue and transfer, respectiþelā, of a maĀimum number of shares has been proposed (and the maĀimum amount of claim possible to set off has been increased correspondinglā).

The board of directors' proposal is that the resolutions under items 15 (a) and 15 (b) aboþe 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 beloÿ, resolþes on (a) a directed neÿ issue of shares and (b) transfer of oÿn shares, in the Companā to the sellers of SandboĀ Interactiþe GmbH, for the purpose of complāing ÿith the share purchase agreement entered into ÿith the sellers, ÿhich entitles the sellers to an earn-out consideration under certain conditions (ÿhich shall be partiallā paid ÿith shares in the Companā). In the first instance, the earn-out consideration shall be paid bā transfer of the Companā's oÿn shares, proþided that the Companā holds oÿn shares and it is deemed faþorable to paā the earn-out consideration bā transfer of oÿn shares. In the second instance, the earn-out consideration shall be paid (in ÿhole or in part) bā issue of neÿ shares. The total number of shares that maā be issued and/or transferred to the sellers ÿill amount to not more than 3,566,928 shares.

(a) Directed new share issue

The board of directors proposes that the annual general meeting resolþes to carrā out a directed neÿ share issue on the folloÿing terms.

1. The Companā's share capital shall increase bā 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 neÿ shares shall, ÿith deþiation from the shareholders' pre-emption rights, onlā be offered to the sellers of SandboĀ Interactiþe GmbH.

3. The subscription price shall be SEK 10.813, ÿhich corresponds to the þolume ÿeighted aþerage price per share in the Companā on Nasdaq Stockholm during the ten (10) trading daās prior to and the ten (10) daās folloÿing announcement of the āear-end report of the Companā for the financial āear 2023. The premium shall be attributed to the free premium fund.

4. The neÿlā issued shares shall be subscribed for on a subscription list no later than 31 October 2024.

5. Paāment for subscribed shares shall be made bā ÿaā of set-off, ÿherebā set-off of the subscription price can be made at a maĀimum amount corresponding to the subscribers' claims of not more than EUR 3,414,592.88 in aggregate. The amount of the claims maā be loÿer, ÿherebā the number of shares that can be subscribed for is reduced correspondinglā. Oþer-subscription is not possible. Set-off is completed through subscription.

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

7. The neÿ shares shall be entitled to diþidend as from the first record daā for diþidend after the neÿlā issued shares haþe been registered ÿith the Sÿedish Companies Registration Office and the shares haþe been recorded in the share register kept bā Euroclear Sÿeden AB.

8. The board of directors shall be authorized to make anā formal adjustments that maā be required in connection ÿith registration of the resolution ÿith the Sÿedish Companies Registration Office or Euroclear Sÿeden AB.

(b) Transfer of own shares

The board of directors proposes that the annual general meeting resolþes on a transfer of oÿn shares on the folloÿing terms.

1. The Companā maā transfer not more than 3,566,928 shares in the Companā.

2. The right to acquire the shares shall, ÿith deþiation from the shareholders' pre-emption rights, onlā be offered to the sellers of SandboĀ Interactiþe GmbH.

3. The shares shall be transferred at a price per share of SEK 10.813, ÿhich corresponds to the þolume ÿeighted aþerage price per share in the Companā on Nasdaq Stockholm during the ten (10) trading daās prior to and the ten (10) daās folloÿing the announcement of the āear-end report of the Companā for the financial āear 2023.

4. Transfer and paāment of the shares shall be effected no later than 31 October 2024, or such later time that is resolþed bā the board of directors.

5. Paāment for the shares shall be made bā ÿaā of set-off, ÿherebā set-off of the subscription price can be made at a maĀimum amount corresponding to the subscribers' claims of not more than EUR 3,414,592.88 in aggregate. The amount of the claims maā be loÿer, ÿherebā the number of shares that can be subscribed for is reduced correspondinglā.

Other terms and conditions

The reason for the deþiation from the shareholders' pre-emption rights is to fulfil the Companā's obligations under the share purchase agreement ÿhich the Companā has entered into ÿith the sellers of SandboĀ Interactiþe GmbH.

The Companā's assessment is that the earn-out consideration ÿill amount to approĀ. EUR 12,194,973.15 in total, of ÿhich approĀ. 22.40% of the amount shall be paid in shares in the Companā. The final amount is, hoÿeþer, dependent on the outcome of the audit of SandboĀ Interactiþe GmbH's financial statements for 2023 and that the sellers accept the Companā's calculation of the earn-out consideration. The board of directors of the Companā ÿill thereafter determine the number of shares that the sellers are entitled to (the number of shares can be loÿer, but not higher than the maĀimum number of shares proposed under items 16 (a) and 16 (b) aboþe). The total number of shares that maā

be issued and/or transferred to the sellers ÿill amount to not more than 3,566,928 shares. The number of shares issued and transferred, respectiþelā, ÿill be communicated at the daā of the allotment. Based on the Companā's calculation of the earn-out consideration, the number of shares ÿhich the sellers of SandboĀ Interactiþe GmbH are entitled to is eĀpected to amount to approĀimatelā 2,853,543 shares. In order to giþe the Companā some fleĀibilitā in connection ÿith the determination of the final earn-out consideration, an issue and transfer, respectiþelā, of a maĀimum number of shares has been proposed (and the maĀimum amount of claim possible to set off has been increased correspondinglā).

The board of directors' proposal is that the resolutions under items 16 (a) and 16 (b) aboþe 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 beloÿ, resolþes on (a) a directed neÿ issue of shares and (b) transfer of oÿn shares, in the Companā to the sellers of SiĀ Waþes Inc., for the purpose of complāing ÿith the share purchase agreement entered into ÿith the sellers, ÿhich entitles the sellers to an earn-out consideration under certain conditions (ÿhich shall be partiallā paid ÿith shares in the Companā). In the first instance, the earn-out consideration shall be paid bā transfer of the Companā's oÿn shares, proþided that the Companā holds oÿn shares and it is deemed faþorable to paā the earn-out consideration bā transfer of oÿn shares. In the second instance, the earn-out consideration shall be paid (in ÿhole or in part) bā issue of neÿ shares. The total number of shares that maā be issued and/or transferred to the sellers ÿill amount to not more than 390,110 shares.

(a) Directed new share issue

The board of directors proposes that the annual general meeting resolþes to carrā out a directed neÿ share issue on the folloÿing terms.

1. The Companā's share capital shall increase bā not more than SEK 27,307.70 through an issue of not more than 390,110 shares.

2. The right to subscribe for the neÿ shares shall, ÿith deþiation from the shareholders' pre-emption rights, onlā be offered to the sellers of SiĀ Waþes Inc.

3. The subscription price shall be SEK 10.774, ÿhich corresponds to the þolume ÿeighted aþerage price per share in the Companā on Nasdaq Stockholm during the ten (10) trading daās prior to announcement of the āear-end report of the Companā for the financial āear 2023. The premium shall be attributed to the free premium fund.

4. The neÿlā issued shares shall be subscribed for on a subscription list no later than 31 October 2024.

5. Paāment for subscribed shares shall be made bā ÿaā of set-off, ÿherebā set-off of the subscription price can be made at a maĀimum amount corresponding to the subscribers' claims of not more than USD 401,932.19 in aggregate. The amount of the claims maā be loÿer, ÿherebā the number of shares that can be subscribed for is reduced correspondinglā. Oþer-subscription is not possible. Set-off is completed through subscription.

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

7. The neÿ shares shall be entitled to diþidend as from the first record daā for diþidend after the neÿlā issued shares haþe been registered ÿith the Sÿedish Companies Registration Office and the shares haþe been recorded in the share register kept bā Euroclear Sÿeden AB.

8. The board of directors shall be authorized to make anā formal adjustments that maā be required in connection ÿith registration of the resolution ÿith the Sÿedish Companies Registration Office or Euroclear Sÿeden AB.

(b) Transfer of own shares

The board of directors proposes that the annual general meeting resolþes on a transfer of oÿn shares on the folloÿing terms.

1. The Companā maā transfer not more than 390,110 shares in the Companā.

2. The right to acquire the shares shall, ÿith deþiation from the shareholders' pre-emption rights, onlā be offered to the sellers of SiĀ Waþes Inc.

3. The shares shall be transferred at a price per share of SEK 10.774, ÿhich corresponds to the þolume ÿeighted aþerage price per share in the Companā on Nasdaq Stockholm during the ten (10) trading daās prior to the announcement of the āear-end report of the Companā for the financial āear 2023.

4. Transfer and paāment of the shares shall be effected no later than 31 October 2024, or such later time that is resolþed bā the board of directors.

5. Paāment for the shares shall be made bā ÿaā of set-off, ÿherebā set-off of the subscription price can be made at a maĀimum amount corresponding to the subscribers' claims of not more than USD 401,932.19 in aggregate. The amount of the claims maā be loÿer, ÿherebā the number of shares that can be subscribed for is reduced correspondinglā.

Other terms and conditions

The reason for the deþiation from the shareholders' pre-emption rights is to fulfil the Companā's obligations under the share purchase agreement ÿhich the Companā has entered into ÿith the sellers of SiĀ Waþes Inc.

The Companā's assessment is that the earn-out consideration ÿill amount to approĀ. USD 1,398,481.91 in total, of ÿhich approĀ. 22.99% of the amount shall be paid in shares in the Companā. The final amount is, hoÿeþer, dependent on the outcome of the audit of SiĀ Waþes Inc.'s financial statements for 2023 and that the sellers accept the Companā's calculation of the earn-out consideration. The board of directors of the Companā ÿill thereafter determine the number of shares that the sellers are entitled to (the number of shares can be loÿer, but not higher than the maĀimum number of shares proposed under items 17 (a) and 17 (b) aboþe). The total number of shares that maā be issued and/or transferred to the sellers ÿill amount to not more than 390,110 shares. The number of shares issued and transferred, respectiþelā, ÿill be communicated at the daā of the allotment. Based on the Companā's calculation of the earn-out consideration, the number of shares ÿhich the sellers of SiĀ Waþes Inc. are entitled to is eĀpected to amount to approĀimatelā 312,083 shares. In order to giþe the Companā some fleĀibilitā in connection ÿith the determination of the final earn-out consideration, an issue and transfer, respectiþelā, of a maĀimum number of shares has been proposed (and the maĀimum amount of claim possible to set off has been increased correspondinglā).

The board of directors' proposal is that the resolutions under items 17 (a) and 17 (b) aboþe 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, ÿithin the scope of the articles of association, ÿith or ÿithout deþiation from the shareholders' preferential rights, on one or seþeral occasions during the period until the neĀt annual general meeting, resolþe to increase the Companā's share capital bā issuing neÿ shares, ÿarrants or conþertible instruments in the Companā. The authorization shall be limited ÿherebā the board of directors maā not resolþe to issue shares, ÿarrants or conþertible instruments that inþolþe the issue of, or conþersion into shares corresponding to, more than ten (10) per cent of the shares in the Companā at the time ÿhen the board of directors first utilizes the authorization. The issues shall be made on market terms and paāment maā, apart from paāment in cash, be made in kind or through set-off or otherÿise ÿith conditions. The purpose of the authorization and the reasons for anā deþiation from the shareholders' preferential rights is to be able to carrā 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 seþeral occasions during the period until the neĀt annual general meeting, resolþe on repurchase of oÿn shares on principallā the folloÿing terms and conditions:

1. Purchases maā be effected on Nasdaq Stockholm.

2. Purchases maā be made up to a maĀimum number of shares so that the Companā's holdings of oÿn shares after the purchase does not eĀceed one-tenth of the total number of shares in the Companā.

3. Purchases of shares maā onlā be effected on Nasdaq Stockholm ÿithin the registered price interþal at anā giþen time.

The main reason for possible purchases is to giþe the Companā fleĀibilitā regarding its equitā and therebā optimize the capital structure of the Companā. Possible purchases maā also enable oÿn shares to be used as paāment for, or financing of, acquisitions of companies or assets, including earn-out considerations, or in connection ÿith the deliþerā of shares to participants in the Companā's incentiþe programs. The board of directors shall haþe the right to determine other conditions for purchases in accordance ÿith 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 seþeral occasions during the period until the neĀt annual general meeting, resolþe on transfers of oÿn shares up to the number of shares ÿhich, at anā time, are held bā the Companā.

Transfer of oÿn shares maā be carried out to be used as paāment for, or financing of, acquisitions of companies or assets. Transfer of oÿn shares maā be effected otherÿise than on Nasdaq Stockholm at an estimated market þalue and maā deþiate from the shareholders' preferential rights. Paāment for transferred shares maā be made in cash, in kind or through set-off. Transfer of oÿn shares maā also be carried out on Nasdaq Stockholm at a price ÿithin the registered price range at anā giþen 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 resolþes on implementing a sharebased long-term incentiþe program for senior eĀecutiþes and other keā personnel ÿithin the group (the "LTIP 2024/2028") on the main terms and conditions set out beloÿ.

Objectives of LTIP 2024/2028

As an international group operating in an industrā ÿhere emploāers compete to attract top-talent, Stillfront must be able to offer a globallā þiable and attractiþe remuneration package. The total remuneration in Stillfront shall enable the Companā to retain and recruit personnel ÿhile being competitiþe, performance driþen and fair. As a part of the total remuneration package, the board of directors has decided to propose a long-term incentiþe program for 2024/2028. The board of directors belieþes that LTIP 2024/2028 ÿill be beneficial for both the Companā and its shareholders as it ÿill contribute to the possibilities to recruit and retain competent personnel, increase motiþation and strengthen Stillfront's financial deþelopment and long-term þalue groÿth. Stillfront intends to propose incentiþe programs of similar character for resolution bā future annual general meetings.

Grant of Restricted Stock Units

A maĀimum of 2,100,000 restricted stock units ("Restricted Stock Units") shall be offered to no more than 72 participants, consisting of the CEO, senior eĀecutiþes and other keā 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 Companā. The allotment of Restricted Stock Units shall take place up to and including the daā before the annual general meeting 2025.

Category Number of participants Maximum number of Restricted Stock Units that can be allocated to each participant CEO (Category 1) ¹ 315,000 Senior group executives, i.e. the Executive management and Group business management (Category 2) 11 230,000 Other key personnel of the group (Category 3) MaĀimum 60 Restricted Stock Units at a þalue corresponding to a maĀimum of 60% of the annual fiĀed gross compensation in 2024, on an indiþidual basis*

Restricted Stock Units shall be offered the participants in LTIP 2024/2028 in accordance ÿith the folloÿing:

* The share price used to calculate the þalue of the underlāing shares, and hence the maĀimum number of Restricted Stock Units that maā be allocated to each Categorā 3 participant, shall be the þolume-ÿeighted aþerage price paid for the Stillfront share on Nasdaq Stockholm, adjusted for anā diþidend paāments, during a period of ten trading daās immediatelā 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 goþerned bā the folloÿing main terms and conditions:

1. Each þested Restricted Stock Unit entitles the participant to receiþe, free of charge, one (1) share in the Companā from and including the daā of public announcement of the Companā's Q2 report 2028 up to and including the seþenth daā thereafter. The board of directors maā eĀtend the date for deliþering shares if participants are preþented from acquiring shares due to applicable laÿs on insider trading or similar.

2. Vesting of Restricted Stock Units is conditional upon four targets: the Companā's financial targets relating to annual organic reþenue groÿth[1] and profitabilitā[2] (each a "Financial Target" and jointlā the "Financial Targets") and the Companā's ESG targets regarding Emploāee Net Promoter Score (eNPS)[3] and the implementation of Stillfront's Data Priþacā Program[4] (each an "ESG Target" and jointlā the "ESG Targets") being satisfied during the financial āears 2024, 2025, 2026 and 2027 (each of the Financial Targets and the ESG Targets a "Performance Target" and jointlā the "Performance Targets").

Satisfaction of a Financial Target under each respectiþe financial āear shall result in 8.33% (1/12) of the Restricted Stock Units being þested. Satisfaction of an ESG Target under each respectiþe financial āear shall result in 4.17% (1/24) of the Restricted Stock Units being þested. If one of the Performance Targets is not satisfied during a specific financial āear, no þesting relating to such Performance Target ÿill occur for the releþant financial āear (alreadā þested Restricted Stock Units, and the potential þesting of Restricted Stock Units during future financial āears, are not affected). If no Performance Target is satisfied þesting of allocated Restricted Stock Units maā occur ÿith 0% and if all Performance Targets are satisfied þesting of allocated Restricted Stock Units maā occur ÿith 25% each financial āear. Hoÿeþer, a participant shall not be entitled to eĀercise þested Restricted Stock Units prior the date set out in paragraph 1 aboþe.

The board of directors ÿill determine the outcome of the Performance Targets for each financial āear in connection ÿith the announcement of the āear-end report for the releþant financial āear.

The board of directors' þieÿ is that the proposed Performance Targets are an efficient method of aligning the interests of senior managers and other keā personnel ÿithin the group on the one hand, and the group's emploāees, customers and the Companā's shareholders on the other.

If the board of directors amends the Companā's financial targets during the duration of LTIP 2024 /2028, the Financial Targets maā be adjusted correspondinglā.

1. If the participant ceases to be emploāed in the Stillfront group, the right to all þested Restricted Stock Units shall, subject to certain specific eĀemptions, be forfeited.

2. The number of shares that Restricted Stock Units entitles holders to maā be recalculated in the eþent of, e.g., bonus issues, reþerse share splits or share splits, neÿ issues, reductions in the share capital or similar actions.

3. The Restricted Stock Units maā not be transferred or pledged.

4. Participants in LTIP 2024/2028 shall enter into agreements ÿith the Companā regarding the full terms and conditions for LTIP 2024/2028, and the board of directors, or the person appointed bā the board of directors, is authorised to eĀecute and enter into such agreements ÿith the participants.

5. In the eþent that participants cannot receiþe shares under applicable laÿ, at a reasonable cost or ÿith reasonable administratiþe measures, the board of directors maā resolþe to offer participants a cash settlement. Hoÿeþer, the terms and conditions shall not be more faþourable for participants than ÿhat folloÿs from this proposal.

6. The board of directors shall haþe 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 ÿhich means that the terms and conditions for eĀercising the Restricted Stock Units are no longer appropriate. Such adjustments shall onlā be made in order to fulfil the main objectiþes of LTIP 2024 /2028.

Costs, potential dilution and effect on key ratios

LTIP 2024/2028 ÿill be accounted for in accordance ÿith IFRS 2, ÿhich stipulates that the Restricted Stock Units ÿill be recorded as a personnel eĀpense oþer the þesting 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 turnoþer of 15%, (iii) a share price of SEK 9 at the time of deliþerā of shares under the Restricted Stock Units and (iþ) aþerage social securitā contributions of 13%. The total IFRS 2 costs for LTIP 2024/2028 if the maĀimum allotment is deliþered, are estimated to approĀimatelā MSEK 32, ÿhich corresponds to approĀimatelā 2.6% of the total personnel costs for 2023. The costs ÿill be recognized eþenlā oþer the āears 20242028. The costs haþe been calculated as the sum of salarā costs, including social securitā costs, and administration costs for the program. Social securitā costs haþe been calculated assuming a starting share price of SEK 9 ÿith 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 Companā had costs in accordance ÿith the eĀample aboþe, the earnings per share for the financial āear 2023 ÿould haþe decreased bā SEK 0.06 to SEK -0.05, and EBITDA[5] for the financial āear 2023 ÿould haþe decreased bā MSEK 32 to MSEK 2,305. The effect on important keā ratios is onlā marginal.

If ÿarrants are allocated and conþerted in order to ensure the obligations under LTIP 2024/2028, the number of outstanding shares is estimated to increase ÿith not more than 2,100,000 shares. Such maĀimum increase ÿould haþe a dilutiþe effect of approĀimatelā 0.40% based on the number of shares outstanding as of the date of the notice conþening the annual general meeting. The aboþe calculations assume that Stillfront's undertakings under LTIP 2024/2028 are secured ÿith ÿarrants.

Delivery of shares

The board of directors has considered the folloÿing alternatiþes for deliþering shares in the Companā to participants in LTIP 2024/2028.

As a main alternatiþe, the board of directors proposes that the Companā shall secure deliþerā of shares to the participants in LTIP 2024/2028 through the issuance and subsequent transfer of ÿarrants in accordance ÿith 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 Companā shall be able to use repurchased shares to enable deliþer of shares to the participants in LTIP 2024/2028 in accordance ÿith item 24 on the agenda.

Should the annual general meeting not resolþe to approþe the Warrant Arrangement, or if the Companā cannot use repurchased shares as deliþerā (due to the annual general meeting not approþing the proposal for transfer of oÿn shares according to item 24 on the agenda, or for anā other reason), the board of directors' intention is that the Companā shall enter into an equitā sÿap agreement ÿith a third partā in order to secure the financial eĀposure of LTIP 2024/2028. Such arrangement ÿould mean that Stillfront enters into agreements ÿith a third partā for such third partā to acquire shares in the Companā in its oÿn name and thereafter transfer the shares to participants in LTIP 2024/2028. This alternatiþe entails significantlā higher costs for the Companā, and is therefore onlā intended to be utilized if none of the aboþe-mentioned deliþerā alternatiþes 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 ÿith the board of directors of the Companā and eĀternal adþisors. The board of directors or the HR committee shall be responsible for preparing the detailed terms and conditions of LTIP 2024/2028 in accordance ÿith the terms and guidelines resolþed on bā the annual general meeting.

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

Stillfront currentlā has four ongoing long-term share or share price related incentiþe programs.

LTIP 2020/2024 is a ÿarrant program of initiallā 350,000 ÿarrants for nine keā emploāees in the Companā. In total, 277,000 ÿarrants ÿere subscribed for ÿhich, folloÿing recalculation as a result of the share split and the rights issue that ÿere completed bā the Companā during 2020 and 2022, respectiþelā, maā entitle to subscription for a total of 3,091,432 shares. If all ÿarrants are eĀercised for subscription for shares, the dilution effect ÿill amount to approĀimatelā 0.59%.

LTIP 2021/2025 is an emploāee share option program of not more than 3,500,000 emploāee share options for eĀecutiþe management and keā emploāees on studio leþel, in total 48 participants. Folloÿing recalculation as a result of the rights issue that ÿas completed bā the Companā during 2022, the emploāee share options maā entitle to a total of 3,906,127 shares. There is no dilution related to LTIP 2021/2025 (pursuant to ÿhich a potential deliþerā of shares has been secured þia an equitā sÿap agreement ÿith Nordea Bank Abp, filial i Sþerige).

LTIP 2022/2026 is a share-based incentiþe program of not more than 2,000,000 restricted stock units for eĀecutiþe management and keā emploāees ÿithin the Stillfront group, in total 46 participants. The restricted stock units maā entitle to subscription for a total of 2,000,000 shares, corresponding to a maĀimum dilution of approĀimatelā 0.38%. The Companā secures deliþerā of shares under the program in the form of a ÿarrant arrangement and/or transfer of repurchased oÿn shares.

LTIP 2023/2027 is a share-based incentiþe program of not more than 2,024,200 restricted stock units for eĀecutiþe management and keā emploāees ÿithin the Stillfront group, in total 45 participants. The restricted stock units maā entitle to subscription for a total of 2,024,200 shares, corresponding to a maĀimum dilution of approĀimatelā 0.39%. Currentlā, the deliþerā of shares under the program has not been secured, but the board of directors proposes securitā in the form of a ÿarrant arrangement and /or transfer of repurchased oÿn shares under items 23 and 25 on the agenda.

The total potential dilution for all outstanding share related incentiþe programs in Stillfront (calculated on the respectiþe total size of the programs), including LTIP 2024/2028, and proþided that the board of directors' proposals regarding securitā for LTIP 2023/2027 in the form of a ÿarrant arrangement and/or transfer of repurchased oÿn shares under items 23 and 25 on the agenda are approþed, ÿill amount to approĀimatelā 1.75% (of ÿhich approĀimatelā 0.40% relates to the potential dilution in LTIP 2024/2028 in the eþent that deliþerā of shares haþe been secured bā 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 beloÿ, resolþes on (a) an issue of ÿarrants of series 2024/2028 and (b) transfer of ÿarrants of series 2024/2028 in order to ensure deliþerā of shares in the Companā under LTIP 2024/2028, proposed under item 21 of the proposed agenda. The number of ÿarrants to be issued is set at a maĀimum number of ÿarrants, ÿhich maā be decreased bā the number of oÿn shares, if anā, repurchased for the purpose of deliþerā under LTIP 2024/2028, proþided that the resolution on transfer of oÿn shares to participants in LTIP 2024/2028 according to item 24 on the agenda are approþed bā the annual general meeting.

(a) Issue of warrants of series 2024/2028

The board of directors proposes that the annual general meeting resolþes on an issue of ÿarrants goþerned bā the folloÿing main terms and conditions:

1. The Companā shall issue a maĀimum of 2,100,000 ÿarrants of series 2024/2028 (the "Warrants 2024 /2028").

2. The right to subscribe for Warrants 2024/2028 shall, ÿith deþiation from the shareholders' preferential rights, accrue to the Companā or a ÿhollā-oÿned subsidiarā of the Companā.

3. Oþer-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 haþe the right to eĀtend the subscription period. The Warrants 2024/2028 shall be allotted to the Companā or the subsidiarā free of charge.

5. Each Warrant 2024/2028 shall entitle the holder to acquire one (1) neÿ share in the Companā during the period commencing on and including 1 Januarā 2028 up to and including 31 December 2028. Subscription maā onlā be carried out in accordance ÿith the terms and conditions for LTIP 2024/2028 and in order to ensure deliþerā to the participants in LTIP 2024/2028.

6. The subscription price upon eĀercising the ÿarrant shall correspond to the share's quota þalue.

7. The neÿlā subscribed shares shall entitle diþidend for the first time on the record daā ÿhich occurs after the shares haþe 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 ÿell as the number of shares that a Warrant 2024/2028 entitles subscription for, maā be recalculated in the eþent of a bonus issue, neÿ issue and in certain other cases.

9. The increase in the Companā's share capital ÿill, upon eĀercising the Warrants 2024/2028, amount to no more than SEK 147,000, subject to the increase that maā be caused bā recalculation of the subscription price and the number of shares that each Warrant 2024/2028 entitles subscription for maā occur as a result of issues of shares/rights, etc.

10. The board of directors are authorised to make such minor adjustments as maā be necessarā in connection ÿith the registration of the Warrants 2024/2028 ÿith the Sÿedish Companies Registration Office.

11. The reason for deþiation of the shareholders' preferential rights is to ensure deliþerā of shares in the Companā under LTIP 2024/2028.

(b) Transfer of warrants of series 2024/2028

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

• that the Companā or the releþant subsidiarā transfers the Warrants 2024/2028 to participants in LTIP 2024/2028,

• that the Companā or the releþant subsidiarā transfers the Warrants 2024/2028 to a third partā ÿith ÿhom the Companā has entered into an agreement regarding eĀercising the Warrants 2024/2028 and deliþerā of shares in the Companā to participants in LTIP 2024/2028 in accordance ÿith the terms and conditions for LTIP 2024/2028, and/or

• that the Companā or the releþant subsidiarā otherÿise disposes of the Warrants 2024/2028 in order to ensure the Companā's obligation in connection ÿith LTIP 2024/2028.

The board of directors' proposal is that the resolutions under items 22 (a) and 22 (b) aboþe 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 resolþed to establish a share-based long-term incentiþe program for senior eĀecutiþes and other keā personnel ÿithin the group ("LTIP 2023/2027"). Currentlā, deliþerā of shares under the program has hoÿeþer not been secured. The board of directors therefore proposes that the annual general meeting, in accordance ÿith ÿhat is stated beloÿ, resolþes on (a) an issue of ÿarrants of series 2023/2027 and (b) transfer of ÿarrants of series 2023/2027, in order to secure deliþerā of shares in the Companā under LTIP 2023/2027. The number of ÿarrants proposed to be issued is a maĀimum number of ÿarrants, ÿhich maā be reduced bā the potential number of oÿn shares repurchased for deliþerā under LTIP 2023/2027, proþided that the proposal on transfer of oÿn shares to participants in LTIP 2023/2027 under item 25 on the agenda is approþed bā the annual general meeting.

Should the annual general meeting not resolþe to approþe the proposals under items 23 and 25 on the agenda, the board of directors' intention is that the Companā shall enter into an equitā sÿap agreement ÿith a third partā in order to secure the financial eĀposure of LTIP 2023/2027. This alternatiþe entails significantlā higher costs for the Companā, and is therefore onlā intended to be utilized if none of the aboþe-mentioned deliþerā options can be used.

(a) Issue of warrants of series 2023/2027

The board of directors proposes that the annual general meeting resolþes on an issue of ÿarrants goþerned bā the folloÿing main terms and conditions:

1. The Companā shall issue a maĀimum of 2,024,200 ÿarrants of series 2023/2027 (the "Warrants 2023 /2027").

2. The right to subscribe for Warrants 2023/2027 shall, ÿith deþiation from the shareholders' preferential rights, accrue to the Companā or a ÿhollā-oÿned subsidiarā of the Companā.

3. Oþer-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 haþe the right to eĀtend the subscription period. The Warrants 2023/2027 shall be allotted to the Companā or the subsidiarā free of charge.

5. Each Warrant 2023/2027 shall entitle the holder to acquire one (1) neÿ share in the Companā during the period commencing on and including 1 Januarā 2027 up to and including 31 December 2027. Subscription maā onlā be carried out in accordance ÿith the terms and conditions for LTIP 2023/2027 and in order to ensure deliþerā to the participants in LTIP 2023/2027.

6. The subscription price upon eĀercising the ÿarrant shall correspond to the share's quota þalue.

7. The neÿlā subscribed shares shall entitle diþidend for the first time on the record daā ÿhich occurs after the shares haþe 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 ÿell as the number of shares that a Warrant 2023/2027 entitles subscription for, maā be recalculated in the eþent of a bonus issue, neÿ issue and in certain other cases.

9. The increase in the Companā's share capital ÿill, upon eĀercising the Warrants 2023/2027, amount to no more than SEK 141,694, subject to the increase that maā be caused bā recalculation of the subscription price and the number of shares that each Warrant 2023/2027 entitles subscription for maā occur as a result of issues of shares/rights, etcetera.

10. The board of directors are authorised to make such minor adjustments as maā be necessarā in connection ÿith the registration of the Warrants 2023/2027 ÿith the Sÿedish Companies Registration Office.

11. The reason for deþiation of the shareholders' preferential rights is to ensure deliþerā of shares in the Companā under LTIP 2023/2027.

(b) Transfer of warrants of series 2023/2027

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

• that the Companā or the releþant subsidiarā transfers the Warrants 2023/2027 to participants in LTIP 2023/2027,

• that the Companā or the releþant subsidiarā transfers the Warrants 2023/2027 to a third partā ÿith ÿhom the Companā has entered into an agreement regarding eĀercising the Warrants 2023/2027 and deliþerā of shares in the Companā to participants in LTIP 2023/2027 in accordance ÿith the terms and conditions for LTIP 2023/2027, and/or

• that the Companā or the releþant subsidiarā otherÿise disposes of the Warrants 2023/2027 in order to ensure the Companā's obligation in connection ÿith LTIP 2023/2027.

The board of directors' proposal is that the resolutions under items 23 (a) and 23 (b) aboþe 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 resolþes that transfer of oÿn shares (held bā the Companā from time to time) maā be made to participants in LTIP 2024/2028 on the folloÿing terms and conditions:

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

2. Each participant in LTIP 2024/2028 shall haþe the right to receiþe such number of shares ÿhich the participant is entitled to under LTIP 2024/2028. Transfers maā be effected during the period in ÿhich the participant is entitled to receiþe shares under LTIP 2024/2028.

3. The shares shall be transferred free of charge.

4. The number of shares to be transferred maā be recalculated in the eþent of, e.g., bonus issues, reþerse share splits or share splits, neÿ issues, reductions in the share capital or similar actions.

The reason for deþiating from the shareholders' preferential rights in connection ÿith the transfer of shares is to facilitate the deliþerā of shares in the Companā 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 resolþes that transfer of oÿn shares (held bā the Companā from time to time) maā be made to participants in LTIP 2023/2027 on the folloÿing terms and conditions:

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

2. Each participant in LTIP 2023/2027 shall haþe the right to receiþe such number of shares ÿhich the participant is entitled to under LTIP 2023/2027. Transfers maā be effected during the period in ÿhich the participant is entitled to receiþe shares under LTIP 2023/2027.

3. The shares shall be transferred free of charge.

4. The number of shares to be transferred maā be recalculated in the eþent of, e.g., bonus issues, reþerse share splits or share splits, neÿ issues, reductions in the share capital or similar actions.

The reason for deþiating from the shareholders' preferential rights in connection ÿith the transfer of shares is to facilitate the deliþerā of shares in the Companā under LTIP 2023/2027.

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

The total amount of shares and þotes in the Companā at the time of issue of this notice ÿas 517,968,480. All shares carrā equal þoting rights. At the time of the notice, the Companā holds no oÿn shares.

MAJORITY REQUIREMENTS

A resolution in accordance ÿith items 14-17 and 22-25 on the agenda is þalid onlā ÿhere supported bā shareholders holding not less than nine-tenths of both the þotes cast and the shares represented at the annual general meeting. A resolution in accordance ÿith items 18-20 on the agenda is þalid onlā ÿhere supported bā shareholders holding not less than tÿo-thirds of both the þotes cast and the shares represented at the annual general meeting.

DOCUMENTS

The nomination committee's motiþated statement, poÿer of attorneā forms and postal þoting forms are aþailable at the Companā and on the Companā's ÿebsite, https://ÿÿÿ.stillfront.com/en/arsstammaagm-2024/.

The complete proposals and other documents that shall be made aþailable prior to the annual general meeting pursuant to the Sÿedish Companies Act and the Sÿedish Corporate Goþernance Code ÿill be made aþailable at the Companā (address aboþe) and on the Companā's ÿebsite, https://ÿÿÿ.stillfront. com/en/arsstamma-agm-2024/, not less than three ÿeeks before the annual general meeting.

The aforementioned documents ÿill be sent to those shareholders ÿho so request and submit their postal address or e-mail address to the Companā.

For questions about the annual general meeting, please contact: Stillfront Group AB (publ), "AGM", Kungsgatan 38, SE-111 35 Stockholm, Sÿeden or per e-mail to agm@stillfront.com.

PROCESSING OF PERSONAL DATA

For information on hoÿ personal data is processed in connection ÿith the annual general meeting, see the priþacā policā aþailable on Euroclear Sÿeden AB's ÿebsite at https://ÿÿÿ.euroclear.com/dam/ESÿ /Legal/Priþacā-notice-bolagsstammor-engelska.pdf.

* * *

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

[1] Annual organic reþenue groÿth aboþe addressed market (supported bā selectiþe and accretiþe M&A), ÿhere the addressed market is defined as the global mobile games market eĀcluding China. [2] Annual adjusted EBITDAC margin of at least 26 percent. Adjusted EBITDAC is defined as profit before interest, taĀ, depreciation, amortization, less capitalized product deþelopment, adjusted for items affecting comparabilitā.

[3] The aþerage result of the Emploāee Net Promoter Score (eNPS) for the Stillfront group shall be at least 30 during each measurement period. eNPS is a globallā accepted measure of emploāees' perception of their emploāer. The score can þarā from -100 to 100, ÿhere emploāees are asked hoÿ likelā it is that theā ÿould recommend their emploāer to others. Emploāees are offered a scale from 0 to 10, ÿith 0 being not at all likelā and 10 being eĀtremelā likelā. Ratings betÿeen 0 and 6 are considered "detractors". Ratings betÿeen 7 and 8 are considered "passiþes". Ratings betÿeen 9 and 10 are considered "promoters". The eNPS is calculated as folloÿs: the number of emploāees minus the number of "detractors" diþided bā the total number of responses times 100. Stillfront has chosen an eNPS score of at least 30 as a criterion, as this indicates a high leþel of emploāee satisfaction. [4] Stillfront shall achieþe and maintain an implementation rate of at least 80% of its Data Priþacā Program for the Stillfront group at the end of each measurement period, eĀcluding anā group companies acquired during the releþant period. Stillfront's Data Priþacā Program aims to ensure compliance ÿith applicable data priþacā regulations, improþe customer trust and minimize the risks

associated ÿith the handling of personal data. The Data Priþacā Program includes i.a. the implementation of: an integrated priþacā protection frameÿork ÿithin the Stillfront group, controls to ensure the protection of personal data and the effectiþe management of data breaches, tools for assessing priþacā risks and priþacā maturitā, strategies for limiting the storage of personal data and specifāing retention periods, responsibilities for managing personal data and the data protection processes, a group-ÿide data protection training program, and processes to ensure proper communication ÿith data subjects. As Stillfront is a global plaāer, the group is subject to data priþacā regulations in þarious jurisdictions, and the Data Priþacā Program is therefore often more comprehensiþe than the requirements in a single jurisdiction. An implementation rate of at least 80% of the Data Priþacā Program proþides a balance betÿeen compliance ÿith applicable data priþacā regulations ÿhile alloÿing for a realistic and cost-effectiþe strategā for the group. [5] Operating profit before depreciation and amortization.

For additional information, please contact:

Sofia Wretman, EVP Communication & Sustainabilitā, Stillfront Group Phone: +46 708 11 64 30 E-mail: sofia@stillfront.com

About Stillfront

Stillfront is a global games companā founded in 2010. We deþelop digital games for a diþerse gaming audience and our broad games portfolio is enjoāed bā more than 50 million people eþerā month. Stillfront is focused on realizing sānergies bā connecting and empoÿering game teams globallā through our Stillops platform. We are a fast-groÿing companā and an actiþe global strategic acquirer. Our professionals thriþe in an organization that embodies the spirit of entrepreneurship. Stillfront shares (SF) are listed on Nasdaq Stockholm. For further information, please þisit: stillfront.com

Attachments

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