Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Sällanköp |
| Industri | Gaming |
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The shareholders of Stillfront Group AB (publ), reg. no. 556721-3078 (the “Company”), are hereby given notice of the extraordinary general meeting to be held on Friday, 27 March 2026 at 10.00 (CET) at Mannheimer Swartling’s premises at Norrlandsgatan 21 in Stockholm, Sweden. The entrance to the meeting will open at 09.30 (CET). The extraordinary general meeting is convened upon request from the Company’s two largest shareholders, Laureus Capital GmbH and Knuth Capital LLC FZ (the “Major Shareholders”), jointly representing approximately 23 per cent of the total number of shares and votes in the Company.
The board of directors has resolved that shareholders may also exercise their voting rights at the extraordinary general meeting by post. Shareholders may therefore choose to exercise their voting rights in person at the meeting or through postal voting.
RIGHT TO PARTICIPATE
Shareholders who wish to participate in the extraordinary general meeting must:
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on the record date, which is Thursday, 19 March 2026; and
- give notice of participation in the extraordinary general meeting in accordance with the instructions set out in the section “Notification of attendance in person” below, or by submitting a postal vote in accordance with the instructions set out in the section “Postal voting” below, no later than Monday, 23 March 2026.
NOTIFICATION OF ATTENDANCE IN PERSON
Notification of attendance in person at the extraordinary general meeting can be made via the notification of attendance form available at https://app.verified.eu/web/postrosta2022/?source=stillfront27mars2026/en or via post to the Company at Stillfront Group AB (publ), “EGM”, Sveavägen 21, SE-111 34 Stockholm, Sweden. The notification shall set out name/company name, personal identification number/corporate registration number and, when applicable, number of advisors (which may not exceed two). If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued to the proxy. Power of attorney forms are available on the Company’s website, https://www.stillfront.com/en/extra-bolagsstamma-2026-egm-2026/. If the shareholder is a legal entity, a registration certificate or equivalent authorization document must be enclosed. In order to facilitate the registration at the extraordinary general meeting, the power of attorney, registration certificate and other authorization documents, should be received by the Company at the address stated above in connection with the notification.
POSTAL VOTING
Shareholders who wish to exercise their voting rights by postal voting shall use a special form. The postal voting form is available and can be submitted via the following web link https://app.verified.eu/web/postrosta2022/?source=stillfront27mars2026/en. The form can also be sent by way of post to Stillfront Group AB (publ), “EGM”, Sveavägen 21, SE-111 34 Stockholm, Sweden. A complete postal voting form must be received by the Company no later than Monday, 23 March 2026. The submission of a postal voting form is considered as notification of participation, through postal voting, at the extraordinary general meeting.
Shareholders may not provide specific instructions or conditions to the postal vote. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the form. Power of attorney forms are available on the Company’s website, https://www.stillfront.com/en/extra-bolagsstamma-2026-egm-2026/. If the shareholder is a legal entity, a registration certificate or equivalent authorization document shall be enclosed with the form.
A shareholder who wishes to attend the meeting venue in person or by proxy, must give notice in accordance with the instructions set out in section “Notification of attendance in person” above. Hence, a notice of participation only through postal voting is not sufficient for a shareholder who wishes to attend the meeting venue.
SHAREHOLDERS WITH NOMINEE REGISTERED SHARES
To be entitled to participate in the extraordinary general meeting by attending in person or by submitting a postal vote, shareholders whose shares are registered in the name of a nominee must, in addition to giving notice of participation, register their shares in their own name so that the shareholder is listed in the share register kept by Euroclear Sweden AB as of the record date Thursday, 19 March 2026. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Monday, 23 March 2026 will be taken into account in the presentation of the share register. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment saving accounts.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
Shareholders are reminded of their right pursuant to Chapter 7, Section 32 of the Swedish Companies Act to request that the board of directors and Chief Executive Officer provide information in respect of any circumstances which may affect the assessment of a matter on the agenda. Information must be provided if it can take place without significant harm to the Company.
PROPOSED AGENDA
- Opening of the meeting
- Appointment of the chair for the meeting
- Preparation and approval of the voting register
- Election of one or two persons to approve the minutes
- Approval of the agenda
- Examination of whether the meeting has been duly convened
- Resolution on the number of directors of the board
- Appointment of new board members and chair and deputy chair of the board of directors
- Resolution to establish the remuneration for the board members elected under item 8
- Closing of the meeting
PRINCIPAL PROPOSALS FOR RESOLUTIONS
Appointment of the chair for the meeting (item 2)
The board of directors propose Lars-Johan Jarnheimer, board member, as chair of the extraordinary general meeting.
Preparation and approval of the voting register (item 3)
The voting register that is proposed to be approved is the voting register drawn up by the Company, based on the extraordinary general meeting’s register of shareholders, shareholders having given notice of participation and being present at the extraordinary general meeting and received postal votes.
Resolution on the number of directors of the board (item 7)
The Major Shareholders propose that the board of directors shall consist of six directors without deputy directors.
Appointment of new board members and chair and deputy chair of the board of directors (item 8)
The Major Shareholders propose that the following persons be elected as board members until the end of the annual general meeting 2026:
- Mohammad Alhaj Hasan
- Waleed Tuffaha
- Thomas Vollmöller
The term of appointment in respect of Erik Forsberg, Maria Hedengran and Lars-Johan Jarnheimer will continue until the end of the annual general meeting 2026. If the extraordinary general meeting resolves in accordance with the proposal, the board of directors would, for the period until the end of the annual general meeting 2026, consist of Erik Forsberg, Maria Hedengran, Lars-Johan Jarnheimer, Mohammad Alhaj Hasan, Waleed Tuffaha and Thomas Vollmöller.
The Major Shareholders propose that Lars-Johan Jarnheimer be elected chair of the board of directors for the period until the end of the annual general meeting 2026.
The Major Shareholders further propose that Erik Forsberg be elected deputy chair of the board of directors for the period until the end of the annual general meeting 2026.
Mohammad Alhaj Hasan, Born 1981.
Education: BSc, Management Science, Finance and Economics from the Massachusetts Institute of Technology. Master of Business Administration (MBA), Joint MBA/MA in Education from Stanford University.
Former positions, selection: Board member of Capital Bank (publicly traded commercial bank in Jordan). Vice President of Quantitative Analysis at Rasmala Investments (UAE-based asset management firm). Technology, Media and Telecom Financial Analyst at Dresdner Kleinwort Wasserstein Mergers & Acquisitions business in New York, NY. Founder of both Jawaker and ZenHR (previously Akhtaboot).
Other significant professional commitments: Current CEO of Jawaker (a Stillfront company). Managing Director of Knuth Capital LLC FZ (major Stillfront owner). Board member of ZenHR (recruitment software).
Independent in relation to the Company and the Company management: No.
Independent in relation to the major shareholders: No.
Holdings of financial instruments in Stillfront: 22,077,038 shares via Knuth Capital LLC FZ.
Waleed Tuffaha, Born 1986.
Education: University of Jordan, Electrical Engineering.
Former positions, selection: Software Engineer at BoundlessDrop / Jawaker.
Other significant professional commitments: CTO / General Manager of Jawaker, Partner at Knuth Capital LLC FZ.
Independent in relation to the Company and the Company management: No.
Independent in relation to the major shareholders: No.
Holdings of financial instruments in Stillfront: 15,787,351 shares via Knuth Capital LLC FZ.
Thomas Vollmöller, Dr., Born 1960.
Education: Ph.D in International Business from University of St. Gallen. MBA in Economics from University of Hohenhem, Germany.
Former positions, selection: CEO of New Work SE, CEO of Valora AG, and member of the executive board at Tchibo GmbH, as well as consultant at McKinsey & Co.
Other significant professional commitments: Chair of board of eDreams ODIGEO S.A., Chair of board of Ravensburger AG, board director at Franz Haniel & Cie. GmbH and Conrad Electronic Group, as well as Stiftung Mercator.
Independent in relation to the Company and the Company management: Yes.
Independent in relation to the major shareholders: No.
Holdings of financial instruments in Stillfront: 0.
Katarina G. Bonde, Marcus Jacobs and David Nordberg have informed the Company that they will resign as board members prior to the extraordinary general meeting.
Resolution to establish the remuneration for the board members elected under item 8 (item 9)
The annual general meeting on 14 May 2025 approved the yearly remuneration to the board of directors as follows: SEK 840,000 to the chair of the board of directors, SEK 340,000 to each of the other board members, SEK 270,000 to the chair of the audit committee, SEK 110,000 to each of the other members of the audit committee, SEK 110,000 to the chair of the HR committee, and SEK 54,000 to each of the other members of the HR committee.
Subject to being elected in accordance with item 8 above, the Major Shareholders propose that Thomas Vollmöller and Lars-Johan Jarnheimer (as the new chair of the board of directors) be remunerated pro rata for the period from the extraordinary general meeting until the end of the annual general meeting 2026, at the same annualized levels as resolved by the annual general meeting 2025 (including any applicable committee fees). Mohammad Alhaj Hasan and Waleed Tuffaha are proposed to not receive any remuneration for their respective assignment as board members until the end of the annual general meeting 2026.
DETAILS ON NUMBER OF SHARES, VOTES AND HOLDING OF OWN SHARES
The total amount of shares and votes in the Company at the time of issue of this notice was 517,968,480. All shares carry equal voting rights. At the time of the notice, the Company holds 30,208,121 own shares.
DOCUMENTS
Power of attorney forms and postal voting forms are available at the Company and on the Company’s website, https://www.stillfront.com/en/extra-bolagsstamma-2026-egm-2026/.
The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address to the Company.
For questions about the extraordinary general meeting, please contact: Stillfront Group AB (publ), “EGM”, Sveavägen 21, SE-111 34 Stockholm, Sweden, or per e-mail to agm@stillfront.com.
PROCESSING OF PERSONAL DATA
For information on how personal data is processed in connection with the extraordinary general meeting, see the privacy policy available on Euroclear Sweden AB’s website at https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding the processing of your personal data, you can contact the Company by emailing dpo@stillfront.com. Stillfront Group AB has company registration number 556721-3078 and the board of directors’ registered office is in Stockholm.
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Stockholm in February 2026
The board of directors in Stillfront Group AB (publ)