FAQ

Transformation to three standalone publicly listed entities

What does the announcement on 22 April 2024 mean for the current shareholders of Embracer Group?

  • If the to be proposed dividend distributions of shares in “Coffee Stain & Friends” and “Middle-earth & Friends” are approved by the shareholders of Embracer Group, shareholders will eventually hold shares in three companies: Asmodee, “Coffee Stain & Friends”, and “Middle-earth & Friends”.
  • “Middle-earth & Friends” is intended to remain within the current listed company Embracer Group, which will be renamed. Thus, Embracer Group shares will become shares of “Middle-earth & Friends”.
  • Press release

https://embracer.com/qa/what-does-todays-announcement-mean-for-the-current-shareholders-of-embracer-group/

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Why have you decided to separate Embracer Group into three listed entities and how can this separation create value for Embracer’s shareholders?

  • The three entities will be separate, publicly listed companies to better enable each entity to focus on their core strategies and offer more differentiated and distinct equity stories for existing and new shareholders.
  • This will enable the entities to unlock value in the high-quality assets in Embracer Group following the successful completion of the restructuring program, for the benefit of all employees, gamers and shareholders.

https://embracer.com/qa/why-have-you-decided-to-separate-embracer-group-into-three-listed-entities-and-how-can-this-separation-create-value-for-embracers-shareholders/

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Describe the profile and market position of the three entities?

  • Asmodee Group, the global leading board game publisher and distributor with an extensive studio network and IP catalog,
  • “Coffee Stain & Friends”, a diverse gaming entity with a dual focus on indie and A/AA premium and free-to-play games for PC/console and mobile, with a high degree of recurring revenues.
  • “Middle-earth & Friends”, a creative powerhouse in AAA game development and publishing for PC and console, as well as the stewards of The Lord of the Rings and Tomb Raider intellectual properties, among many others.

https://embracer.com/qa/describe-the-profile-and-market-position-of-the-three-entities/

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Who will lead Asmodee, "Coffee Stain & Friends", "Middle-earth & Friends" as separate companies?

  • Regarding Asmodee, Thomas Koegler, a longstanding operational and executive leader at Asmodee has taken the role as Asmodee CEO supported by key leaders within Asmodee.
  • For “Coffee Stain & Friends” and “Middle-earth & Friends”, Anton Westbergh and Phil Rogers, respectively, have leading roles in the process leading up to the separation.

https://embracer.com/qa/who-will-lead-asmodee-cs-me-as-separate-companies/

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Will there be any restrictions to buying or selling shares?

What will happen to my current shares in Embracer Group?

  • All shares held by Embracer in the subsidiary Asmodee will be distributed to Embracer’s shareholders in proportion 1:1, whereby one (1) class A share in Embracer will entitle the holder to one (1) class A share in Asmodee and one (1) class B share in Embracer will entitle the holder to one class B share in Asmodee. Other than being registered as a shareholder of Embracer, including holding shares through ISK (Sw: investeringssparkonto) or endowment insurance, on the record date for the Distribution, which will be 5 February 2025, no further actions are required by Embracer’s shareholders.
  • If a general meeting in Embracer Group resolves to distribute the shares of “Coffee Stain & Friends”, the shareholders of Embracer Group will – subject to certain conditions and upon completion of the spin-offs – ultimately own shares in three publicly traded companies.
  • Your current shares in Embracer will eventually become shares in “Middle-earth & Friends” following the renaming.

https://embracer.com/qa/what-will-happen-to-my-current-shares-in-embracer-group/

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When will there be more information about strategy and targets for the three separate entities?

  • Asmodee held a Capital Markets Day on 19 November 2024. The presentation can be found here.
  • There will be individual capital market events for each entity well in advance of any separate listings.

https://embracer.com/qa/when-will-there-be-more-information-about-strategy-and-targets-for-the-three-separate-entities/

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How can I invest in Asmodee/”Coffee Stain & Friends”?

  • You could today buy Embracer Group shares and post separation sell the shares in the entities you don’t want to own.
  • Please see ‘Asmodee spin-off’ section above for questions and additional details related to the Asmodee spin-off.
  • If a general meeting in Embracer Group resolves on the distribution of shares in “Coffee Stain & Friends”, investors who are registered as shareholders in Embracer Group at a certain record date (to be decided) will at a later stage receive shares in the new standalone company/-ies, at the same time as each company is listed.
  • After the separate listings, it will be possible to acquire shares in the respective entities at Nasdaq Stockholm.

https://embracer.com/qa/how-can-i-invest-in-asmodee-coffee-stain-friends/

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When do you expect to have finalized the spin-off?

  • The first day of trading for Asmodee is expected on 7 February 2025. Please see ‘Asmodee spin-off’ section above for questions and additional details related to the Asmodee spin-off.
  • If a general meeting in Embracer Group ultimately resolves to pursue the dividend distributions, it is expected that a subsequent listing of  “Coffee Stain & Friends” can take place in calendar year 2025.

https://embracer.com/qa/when-do-you-expect-to-have-finalized-the-spinoff/

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What are the next steps in the process? Timing of those steps?

  • Please see ‘Asmodee spin-off’ section above for questions and additional details related to the Asmodee spin-off.
  • The Board of Directors has additionally proposed  “Coffee Stain & Friends”, will be distributed to the shareholders of Embracer Group and listed, in calendar year 2025. “Middle-earth & Friends” is intended to remain within the current listed company Embracer Group, which will be renamed.
  • A decision to ultimately pursue any spinoff is subject to shareholders’ approval of dividend distribution at a general meeting in Embracer Group and other customary conditions.

https://embracer.com/qa/what-are-the-next-steps-in-the-process-timing-of-those-steps/

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How do spin-offs work? Will I as a shareholder of Embracer, get shares in Asmodee/Coffee Stain & Friends when and if the separation happens?

  • Companies typically pursue a spinoff if they believe a business will benefit from operating as a standalone business – often to pursue individual growth strategies, investments or opportunities, ultimately to unlock value.
  • A general meeting held on 7 January 2025 decided to distribute the shares of Asmodee to Embracer’s shareholders. If a general meeting in Embracer Group resolves to pursue a distribution of dividend of shares in “Coffee Stain & Friends” in the future, shareholders of Embracer Group will – subject to certain conditions and upon completion of spin-off – ultimately own shares in three publicly traded companies. When receiving shares as dividend shareholders will get shares corresponding to their ownership in Embracer Group.

https://embracer.com/qa/how-do-spinoffs-work-will-i-as-a-shareholder-of-embracer-get-shares-in-asmodee-coffee-stain-friends-when-and-if-the-separation-happens/

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I have more questions, where can I turn to?

  • If you have additional questions, please contact Oscar Erixon, Head of Investor Relations at Embracer Group.

https://embracer.com/qa/i-have-more-questions-where-can-i-turn-to/

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Asmodee spin-off

Why are the shares in Asmodee distributed?

  • The Board of Directors of Embracer Group believes that long-term shareholder value will be created by splitting the current group into three separate companies.
  • A general meeting held on 7 January 2025 decided to distribute the shares of Asmodee to Embracer’s shareholders. When receiving shares as dividend shareholders will get shares corresponding to their ownership in Embracer Group. The first day of trading for Asmodee is expected on 7 February 2025.

https://embracer.com/qa/why-are-the-shares-in-asmodee-distributed/

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What are the terms and conditions for the distribution?

  • All shares held by Embracer in the subsidiary Asmodee will be distributed to Embracer’s shareholders in proportion 1:1, whereby one (1) class A share in Embracer will entitle the holder to one (1) class A share in Asmodee and one (1) class B share in Embracer will entitle the holder to one class B share in Asmodee.
  • No brokerage fee will be charged in connection with the Distribution.

https://embracer.com/qa/what-are-the-terms-and-conditions-for-the-distribution/

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Do I need to take any actions in order to receive distributed shares?

  • No, other than being registered as a shareholder of Embracer, including holding shares through ISK (Sw: investeringssparkonto) or endowment insurance, on the record date for the Distribution, which will be 5 February 2025, no further actions are required by Embracer’s shareholders.
  • The last day of trading in the class B shares of Embracer including the right to receive shares in Asmodee is 3 February 2025. As of 4 February 2025, the class B share of Embracer will be traded excluding the right to receive shares in Asmodee. The first day of trading for Asmodee is expected on 7 February 2025.

https://embracer.com/qa/do-i-need-to-take-any-actions-in-order-to-receive-distributed-shares/

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When is the record date for the distribution?

The record date for the Distribution will be 5 February 2025, which means it is the date by which shareholders of Embracer must be registered to receive Asmodee shares, with no further action required.

https://embracer.com/qa/when-is-the-record-date-for-the-distribution/

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When will the prospectus be published and where can I find it?

  • A prospectus, containing information about Asmodee and the risks associated with an investment in Asmodee’s class B shares, will be published on 3 February 2025. It will be available for downloading at Embracer Group and Asmodee’s websites and can also be obtained in paper format from Embracer Group and Asmodee’s offices.

https://embracer.com/qa/when-will-the-prospectus-be-published-and-where-can-i-find-it/

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Will the distribution cause any tax consequences for shareholders?

  • It is expected that the distribution of the shares in Asmodee will fulfill the requirements set out in the “Lex Asea”rules and therefore not be immediately taxable for individuals and limited liability companies that are Swedish tax residents.
  • The tax basis for the shares in Embracer Group that carry distribution rights will however be allocated among these shares and the shares received in Asmodee. The allocation of the tax basis will be based on the change in value of the shares in Embracer Group due to the distribution of the shares in Asmodee.
  • Embracer Group will request general guidelines from the Swedish Tax Agency regarding the allocation of the tax basis. Information regarding the Swedish Tax Agency’s general guidelines will be published as soon as possible on the websites of Embracer Group, Asmodee and the Swedish Tax Agency.
  • No Swedish withholding tax will be levied on a distribution made in accordance with the requirements set out in the “Lex Asea” rules.

https://embracer.com/qa/will-the-distribution-cause-any-tax-consequences-for-shareholders/

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Facts and information

What is the complete name of the company?

What is Embracer’s registration number?

Who is part of Embracer’s board of directors?

The composition of the board of directors is found at the website: Board & Management

https://embracer.com/qa/who-is-part-of-embracers-board-of-directors/

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When was the Embracer Group listed at the Nasdaq First North Growth Market?

Who are the auditors of Embracer Group?

At the Annual General Meeting 2023, Öhrlings PricewaterhouseCoopers AB was elected to serve as registered audit firm until the end of the next annual general meeting. PwC has appointed Authorized Public Accountant Magnus Svensson Henryson as main responsible auditor.

https://embracer.com/qa/who-are-the-auditors-of-embracer-group/

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Does Embracer Group release quarterly reports?

Yes, you can find the dates for the reports in the calender.

https://embracer.com/qa/does-embracer-group-release-quarterly-reports/

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Does the company have a compliance code?

The Company has adopted a Compliance code which sets out the ground rules for all companies within the Embracer Group. Read more about our code here

https://embracer.com/qa/does-the-company-have-a-compliance-code/

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How can I get a printed copy of Embracer Group annual report?

Where can I find Embracer Group reports?

All Embracer Groups presentations and reports are available in Swedish and English here: https://embracer.com/investors/reports-presentations/

https://embracer.com/qa/where-can-i-find-embracer-group-reports/

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Where is Embracer Group´s head office?

In Karlstad, Sweden.
Embracer Group AB (publ)
Tullhusgatan 1B
SE-652 09 Karlstad, Sweden

https://embracer.com/qa/where-is-embracer-groups-head-office/

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The Embracer Share

Where are Embracer’s shares listed?

Embracer Group’s shares are publicly listed on Nasdaq Stockholm under the ticker EMBRAC B.

https://embracer.com/qa/where-are-embracers-shares-listed/

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What is Embracer’s ticker and ISIN code?

The B share is traded on Nasdaq Stockholm under the ticker EMBRAC B wit the ISIN code SE0023615885. The A share is not publicly listed and has ISIN code SE0023615877.

https://embracer.com/qa/what-is-embracers-ticker-and-isin-code/

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What is the difference between the A share and the B share?

The A share carries ten votes, and the B share carries one vote. A shares and B shares otherwise carry equal rights to a share in the assets and profits of the company.

https://embracer.com/qa/what-is-the-difference-between-the-a-share-and-the-b-share/

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Who should I contact if I would like to change information on my Embracer shares?

In most cases, the bank or the stockbroker will be able to assist you with changes (of name, address, etc.). If you are a direct-registered owner, you can also submit changes to Euroclear Sweden AB directly at:
Euroclear Sweden AB
Box 191
SE-101 23
Stockholm, Sweden

https://embracer.com/qa/who-should-i-contact-if-i-would-like-to-change-information-on-my-embracer-shares/

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How many shareholders are there in Embracer?

Information on the company’s ownership structure is available on the website: The Share

https://embracer.com/qa/how-many-shareholders-are-there-in-embracer/

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Who are the majority shareholders in the company and how many shares do they own?

Which analysts cover Embracer?

Information on the analysts that track Embracer is available on the website: Analysts and Estimates

https://embracer.com/qa/which-analysts-cover-embracer/

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Embracer Group is a global group of creative and entrepreneurial businesses in PC, console and mobile games, as well as other related media. The Group has an extensive catalog of over 450 owned or controlled franchises.

With its head office based in Karlstad, Sweden, Embracer Group has a global presence through its operative groups: THQ Nordic, PLAION, Coffee Stain, Amplifier Game Invest, DECA Games, Dark Horse, Freemode and Crystal Dynamics – Eidos. The Group includes 75 internal game development studios and engages over 7,500 talents across nearly 30 countries.