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Stillfront Group Capital/Financing Update 2024

Mar 18, 2024

2969_iss_2024-03-18_2895fa6d-d0dd-4d40-b7a2-bb97e6b1726f.pdf

Capital/Financing Update

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Press Release 18 March 2024 08:00:00 CET

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 contemplates issuance of new senior unsecured bonds, announces conditional tender offer of its 2021/2025 bonds and gives conditional notice of early redemption

Stillfront Group AB (publ) ("Stillfront") 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 4.5 āears and an eĀpected amount of SEK 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 1,500,000,000 bonds issued under the 2021/2025 senior unsecured bond frameÿork due 2025 ÿith ISIN SE0015961065 (the "Existing Bonds ") and for general corporate purposes.

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

The Tender Offer eĀpires at 12:00 CET on 20 March 2024, 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 27 March 2024. Stillfront's repurchase of EĀisting 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 EĀisting Bonds pursuant to the Tender Offer, subject to the terms in the Tender Information Document.

Stillfront further announces that it eĀercises its right to make a þoluntarā earlā redemption of the EĀisting Bonds ÿhich are not repurchased through the Tender Offer (the "Early Redemption"). The Earlā Redemption is conditional upon a successful issuance of the Neÿ Bonds and disbursement of the net proceeds from such issuance. The EĀisting Bonds ÿill be redeemed at a call option price of 100.9625% of the nominal amount of such EĀisting Bonds plus accrued and unpaid interest from, but eĀcluding, the preþious interest paāment date until, and including, the settlement date of the Earlā Redemption, ÿhich is eĀpected to occur on 15 April 2024. The redemption amount ÿill be paid to each person ÿho is registered as oÿner of EĀisting Bonds as of the record date, being 8 April 2024, in the debt register maintained bā Euroclear Sÿeden. In connection ÿith the earlā redemption, the EĀisting Bonds ÿill be delisted from the corporate bond list of Nasdaq Stockholm. A notice of the earlā redemption ÿill be sent to directlā registered oÿners of the EĀisting Bonds in the debt register as of 15 March 2024.

Stillfront has mandated DNB Markets, a part of DNB Bank ASA, Sÿeden Branch, Nordea Bank Abp and Sÿedbank AB (publ) as joint bookrunners and arrangers 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 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 1,400 + 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

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 2024-03-18 08:00 CET.

Stillfront contemplates issuance of neÿ senior unsecured bonds, announces conditional tender offer of its 2021/2025 bonds and giþes conditional notice of earlā redemption