Announcement from Embracer Group's Annual General Meeting

Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in Embracer Group and the consolidated income statement and the consolidated balance sheet.

Allocation of profit
The AGM resolved that no dividend would be paid to the shareholders and that the non-restricted equity, in total approximately SEK 21.7 billion would be carried forward.

Discharge from liability
The directors of the board and the CEO were discharged from liability for the financial year 2025/2026.

Election of the board of directors, auditor and remuneration
The AGM resolved, in accordance with the nomination committee’s proposal, that the board of directors shall consist of six directors without any deputy directors. The AGM resolved that the number of auditors shall be one registered audit firm.

The AGM further resolved, in accordance with the nomination committee’s proposal, that the remuneration for each director elected by the meeting and who is not employed by Embracer Group or the Group shall remain at SEK 800,000, and that the Chair of the Board of Directors is to receive SEK 1,900,000 (SEK 2,500,000 the previous year). It was further resolved that remuneration for the assignment as Deputy Chair of the Board, if such deputy chair is elected, shall amount to SEK 1,700,000 (SEK 2,200,000 previous year).

Furthermore, it was resolved, in accordance with the nomination committee’s proposal, that remuneration for members of the Audit and Sustainability Committee shall remain at SEK 200,000 and the remuneration to the chair of the Audit and Sustainability Committee shall remain at SEK 310,000 and that remuneration for members of the Remuneration Committee shall remain at SEK 115,000 and remuneration to the chair of the Remuneration Committee shall remain at SEK 170,000.
Consequently, it was resolved to remove the “Transformation fee” proposed ahead of the Annual General Meeting in 2024 and 2025.
 
It was further resolved, in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved invoices.

Yasmina Brihi, Jacob Jonmyren, Cecilia Qvist, Kicki Wallje-Lund, Brian Ward and Lars Wingefors were re-elected as directors of the board. Lars Wingefors was re-elected as the Chair of the Board.

Following the AGM at the inaugural meeting, the board of directors appointed Kicki Wallje-Lund as deputy chair. The board also resolved that the Audit and Sustainability Committee shall comprise Jacob Jonmyren (to be appointed chair by the committee), Cecilia Qvist and Kicki Wallje-Lund, and that the Remuneration Committee shall comprise Jacob Jonmyren (chair), Yasmina Brihi and Cecilia Qvist.

PwC was re-elected as Embracer Group’s auditor. PwC has announced that the authorized auditor Magnus Svensson Henryson will remain as the main responsible auditor.

The AGM resolved to adopt new principles for the nomination committee.

Resolution regarding approval of the remuneration report
The AGM resolved, in accordance with the board of directors’ proposal, to approve the remuneration report.

Resolution regarding adoption of guidelines for remuneration to senior executives
The AGM resolved, in accordance with the board of directors’ proposal, to adopt new guidelines for remuneration to senior executives.

Resolution regarding amendments to the articles of association, reduction of the share capital by redemption of shares and bonus issue
As part of the resolution to reduce the share capital by redemption of shares in Embracer Group, the AGM resolved, in accordance with the board of directors’ proposal, to amend the articles of association with respect to the limits for the number of shares in Embracer Group. The AGM further resolved that the number of shares in Embracer Group shall be not less than 200,000,000 and not more than 800,000,000.

The AGM resolved, in accordance with the board of directors’ proposal, to reduce the share capital through the redemption of B shares. The reason for the reduction is that Embracer Group has acquired own shares on Nasdaq Stockholm and has also reclaimed clawback shares related to earnout payments, and as of 20 August 2026 holds a total of 9,046,406 B shares.
The AGM further resolved that Embracer Group’s share capital shall be reduced by a total amount of SEK 75,386.739168 to SEK 1,831,723.221721, without repayment to the shareholders, through redemption of 9,046,406 B shares. The purpose of the reduction is an allocation to unrestricted equity.

The AGM resolved, in accordance with the board of directors’ proposal, on a bonus issue, whereby Embracer Group’s share capital shall be increased by SEK 80,595.250979 to SEK 1,912,318.47270. The bonus issue will be effected by a transfer of SEK 80,595.250979 from unrestricted equity to share capital, as per the adopted balance sheet 2025/2026. No new shares will be issued in connection with the bonus issue. The quota value of a share thereby increases by approximately SEK 0.00037 to SEK 0.0087 per share.

Authorization for the board to issue shares, convertibles and/or warrants
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue B shares, convertibles and/or warrants with right to convert into and subscribe for B shares respectively, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) percent of the total number of shares in Embracer Group at the time when the authorization is used the first time, to be paid in cash, in kind and/or by way of set-off. The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of Embracer Group or in connection with acquisitions.

Resolution regarding authorization for the board to resolve on repurchase of own shares
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to purchase a maximum number of own B shares so that Embracer Group holds a maximum of 10 percent of all shares in Embracer Group at any time following a purchase.

Resolution regarding authorization for the board to resolve on transfer of own shares
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve on transfers of own shares up to the number of shares which, at any time, are held by Embracer Group.

For further details regarding the resolutions, please refer to the notice, the annual report and the complete proposals, all of which are available at Embracer Group and have been made public on its website.