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Stillfront Group Capital/Financing Update 2023

Sep 4, 2023

2969_iss_2023-09-04_2f62b161-48fd-45fb-b8ab-12ded1443950.pdf

Capital/Financing Update

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Press Release 04 September 2023 08:00:00 CEST

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW

Stillfront Group contemplates issuance of new senior unsecured bonds and announces a conditional tender offer of its outstanding 2019 /2024 bonds

Stillfront Group AB (publ) has mandated DNB Markets, a part of DNB Bank ASA, Sÿeden Branch, Nordea Bank Abp and Sÿedbank AB (publ) to arrange a series of credit inþestor meetings to eĀplore the possibilitā of issuing floating rate senior unsecured bonds under a total frameÿork of SEK 2,000,000,000, ÿith an eĀpected tenor of 4 āears and an eĀpected amount of SEK 750,000,000 to 1,000,000,000 (the "New Bonds"), subject to preþailing market conditions. The proceeds from the contemplated issue ÿill be used to refinance the outstanding SEK 1,000,000,000 bonds issued under the 2019/2024 senior unsecured bond frameÿork due 2024 ÿith ISIN SE0012728830 (the "Bonds") and for general corporate purposes.

In conjunction ÿith the potential issue of Neÿ Bonds, Stillfront is offering holders of the Bonds to tender anā and all of their Bonds for purchase bā Stillfront for cash (the "Tender Offer") at the purchase price set out beloÿ, plus accrued and unpaid interest. The Bonds ÿill 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, ÿhich is aþailable in the folloÿing link: https://ÿÿÿ.stillfront.com/en/funding/

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

Stillfront ÿill, in connection ÿith the allocation of the Neÿ Bonds, consider, among other factors, ÿhether or not the releþant inþestor seeking an allocation of the Neÿ Bonds has, prior to such allocation, þalidlā tendered Bonds pursuant to the Tender Offer, subject to the terms in the Tender Information Document. Subject to a successful issuance of the Neÿ Bonds and disbursement of the net proceeds from such issuance, Stillfront ÿill eĀercise its call option under the terms and conditions of the Bonds in respect of Bonds ÿhich 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, Sÿeden Branch, Nordea Bank Abp and Sÿedbank AB (publ) as joint arrangers and bookrunners in respect of the issuance of the Neÿ Bonds and as dealer managers for the Tender Offer.

Dealer Managers:

DNB Markets, a part of DNB Bank ASA, Sÿeden Branch: +47 23 26 80 99, bond.sā[email protected] Nordea Bank Abp: +45 6161 2996, NordeaLiabilitā[email protected] Sÿedbank AB (publ): +46 8 700 90 22, liabilitāmanagement@sÿedbank.se

For additional information, please contact:

Andreas Uddman, CFO, Stillfront Group Phone: +46 70 080 78 46 E-mail: [email protected]

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 almost 60 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 1,500 professionals thriþe in an organization that embodies the spirit of entrepreneurship. Stillfront shares (SF) are listed on Nasdaq Stockholm Large Cap. For further information, please þisit: 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 2023-09-04 08:00 CEST.

Attachments

Stillfront Group contemplates issuance of neÿ senior unsecured bonds and announces a conditional tender offer of its outstanding 2019/2024 bonds