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 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 54.7 billion would be carried forward.

Discharge from liability
The directors of the board and the CEO were discharged from liability for the financial year 2023/2024.

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 seven 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 or group the remuneration shall be SEK 700,000 (SEK 600,000 the previous year) and the chair of the board of directors is to receive SEK 2,200,000 (SEK 2,100,000 the 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 be SEK 175,000 (SEK 175,000 the previous year) and the remuneration to the chair of the audit and sustainability committee shall be SEK 275,000 (SEK 275,000 the previous year) and that remuneration for members of the remuneration committee shall be SEK 100,000 (SEK 100,000 the previous year) and remuneration to the chair of the remuneration committee shall be SEK 150,000 (SEK 150,000 the previous year).

Moreover, given the additional board work required with regards to the intention to transform into three standalone publicly listed entities, it was resolved in accordance with the nomination committee’s proposal to pay an additional fee of SEK 200,000 to the chair of the board and SEK 150,000 to non-employed directors (the “Transformation fee”). It was also noted at the AGM that the board members are expected to use at least the part of the compensation that corresponds to the increased board remuneration and the Transformation fee after any tax that burdens on such part of the remuneration to acquire shares in the company.

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, Bernt Ingman, Jacob Jonmyren, Cecilia Qvist, Kicki Wallje-Lund and Lars Wingefors were re-elected as directors of the board. Brian Ward was elected as new director. Cecilia Driving and David Gardner were not re-elected as directors. All decisions were made in accordance with the nomination committee's proposal.

Kicki Wallje-Lund was re-elected as the chair of the board.

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

Resolution regarding approval of the remuneration report
The AGM resolved, in accordance with the board of directors’ proposal, to approve the remuneration report. The previously adopted guidelines for remuneration to senior executives remain.

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 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 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 holds a maximum of 10 percent of all shares in Embracer 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 to transfers of own shares up to the number of shares which, at any time, are held by Embracer.

For further details regarding the resolutions at the AGM refer to the notice, the annual report, the complete proposals which are available at Embracer and have been made public at Embracer’s website.