Stillfront Group — Capital/Financing Update 2021

Sep 8, 2021

Press Release 08 September 2021 17:46:00 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, SINGAPORE, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE LAW.

Stillfront Group intends to carry out a directed share issue of SEK 1 billion, primarily to finance the acquisition of Jawaker

Stillfront Group AB (the "Company" or "Stillfront") hereby announces the Company's intention to carry out a share issue, with deviation from the shareholders' preferential rights, to raise SEK 1 billion, directed to Swedish and international institutional investors (the "Directed Issue"). The Directed Issue is carried out as part of the acquisition of Jawaker FZ LLC (the "Acquisition") announced by the Company earlier today and to strengthen its financial position. The Company has engaged Carnegie Investment Bank AB (publ) and Joh. Berenberg, Gossler & Co. KG (jointly referred to as "Managers") to investigate the conditions for carrying out the Directed Issue through an accelerated book-building procedure, which will commence immediately. Stillfront's largest shareholder, Laureus Capital GmbH ("Laureus"), has undertaken to subscribe for shares in the Directed Issue.

The Directed Issue

The subscription price in the Directed Issue ÿill be determined through an accelerated book-building procedure, ÿhich is to commence immediatelā after the publication of this press release on September 8, 2021. The Directed Issue is subject to the Board of Director's decision, ÿhich together ÿith pricing and allotment is eĀpected to take place before the commencement of trading on Nasdaq Stockholm on September 9, 2021. The Companā ÿill announce the outcome of the Directed Issue ÿhen the bookbuilding 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 maā at anā time decide to suspend, shorten or eĀtend the book-building procedure and to refrain in ÿhole 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 equiþalent to 12.27 percent of the Directed Issue if it is carried out. Laureus is partiallā oÿned bā a member of Stillfront's Board of Directors, Dr. Kai Waÿrzinek, and the part of the issue directed to Laureus ÿill be subject to approþal bā an eĀtra general meeting of the Companā's shareholders.

The Companā intends to use the net proceeds from the Directed Issue to finance the Acquisition, ÿhich is eĀpected to be closed in October 2021, and to further strengthen the Companā's financial position in line ÿith alreadā announced companā targets. The reasons for the deþiation from the shareholders' preferential rights are to raise capital in a time- and cost-effectiþe manner on faþorable terms and to diþersifā the shareholder base ÿith qualified and institutional inþestors. For further information regarding the financing of the Acquisition, see separate press release titled "Stillfront Group acquires Jaÿaker and continues eĀpansion in the MENA region and intends to raise neÿ financing" published earlier todaā.

Advisers

Carnegie Inþestment Bank AB (publ) and Joh. Berenberg, Gossler & Co. KG are Joint Global Coordinators. Gernandt & Danielsson Adþokatbārå KB acts as legal counsel to the Companā and Baker & McKenzie Adþokatbārå KB acts as legal counsel to the Managers in connection ÿith the Directed Issue.

Important information

The release, announcement or distribution of this press release maā, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions ÿhere this press release has been published or distributed shall inform themselþes of and folloÿ such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance ÿith applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of anā offer, to buā or subscribe for anā securities in Stillfront in anā 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 maā not be sold in the United States absent registration or an eĀemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and maā not be offered or sold ÿithin the United States absent registration or an applicable eĀemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register anā 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 maā not be announced, published, copied, reproduced or distributed, directlā or indirectlā, in ÿhole or in part, ÿithin or into the United States, Australia, Canada, Hong Kong, Japan, Neÿ Zealand, Singapore, South Africa, Sÿitzerland or in anā other jurisdiction ÿhere such announcement, publication or distribution of the information ÿould not complā ÿith applicable laÿs and regulations or ÿhere such actions are subject to legal restrictions or ÿould require additional registration or other measures than ÿhat is required under Sÿedish laÿ. Actions taken in þiolation of this instruction maā constitute a crime against applicable securities laÿs and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approþed bā anā regulatorā authoritā in anā jurisdiction. Stillfront has not approþed anā offer to the public of shares or other securities in anā of the EEA countries and no prospectus has been or ÿill be prepared in connection ÿith the Directed Issue. In all EEA Member States, this notice is addressed and is addressed onlā to qualified inþestors in that Member State ÿithin the meaning of the Prospectus Regulation.

In the United Kingdom, this press release and anā other materials in relation to the securities described herein is onlā being distributed to, and is onlā directed at, and anā inþestment or inþestment actiþitā to ÿhich this document relates is aþailable onlā to, and ÿill be engaged in onlā ÿith, "qualified investors" (ÿithin the meaning of the United Kingdom þersion of the EU Prospectus Regulation (2017/1129/ EU) ÿhich is part of United Kingdom laÿ bā þirtue of the European Union (Withdraÿal) Act 2018) ÿho are (i) persons haþing professional eĀperience in matters relating to inþestments ÿho fall ÿithin 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 forwardlooking 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.

For additional information, please contact:

Andreas Uddman, CFO, Stillfront Group Phone: +46 70 080 78 46 E-mail: andreas@stillfront.com

About Stillfront

Stillfront is a leading free-to-play powerhouse of gaming studios. Our diverse and exciting games portfolio has two common themes; loyal users and long lifecycle games. Organic growth and carefully selected and executed acquisitions embody our growth strategy and our 1,200+ co-workers thrive in an organization that engenders the spirit of entrepreneurship. Our main markets are the US, Germany, MENA, UK and Canada. We are headquartered in Stockholm, Sweden, and the company is listed on Nasdaq Stockholm. For further information, please visit: stillfront.com

This information is information that Stillfront Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2021-09-08 17:46 CEST.

Attachments

Stillfront Group intends to carrā out a directed share issue of SEK 1 billion, primarilā to finance the acquisition of Jaÿaker