Regulatory Press release • September 21, 2023 • 18:00

Announcement from Embracer Group’s annual general meeting

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The annual general meeting 2023 (the "AGM") of Embracer Group AB ("Embracer") was held today on 21 September 2023 in Karlstad and the following resolutions were passed by the 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 SEK 59.6 billion would be carried forward.

Discharge from liability
The directors of the board and the CEO were discharged from liability for the financial year 2022/2023.

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 eight 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 600,000 (SEK 600,000 the previous year) and the chair of the board of directors is to receive SEK 2,100,000 (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).

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.

Cecilia Driving, David Gardner, Jacob Jonmyren, Kicki Wallje-Lund and Lars Wingefors were re-elected as directors of the board. Yasmina Brihi, Bernt Ingman and Cecilia Qvist were elected as new directors. Matthew Karch and Erik Stenberg did not run for re-election and was not re-elected as directors.

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

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

Resolution regarding principles for appointment of nomination committee
The AGM resolved, in accordance with the nomination committee’s proposal, to adopt principles for appointment of a 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. 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 www.embracer.com

For more information, please contact:
Oscar Erixon, Head of Investor Relations Embracer Group AB (publ)
Tel: + 46 730 24 91 42
Email: oscar.erixon@embracer.com

Beatrice Flink Forsgren, Head of Brand and Communication Embracer Group AB (publ)
Tel: +46 704 52 57 63
E-mail: beatrice.forsgren@embracer.com

About Embracer Group
Embracer Group is a global Group of creative and entrepreneurial businesses in PC, console, mobile and board games and other related media. The Group has an extensive catalog of over 900 owned or controlled franchises.
With its head office based in Karlstad, Sweden, Embracer Group has a global presence through its twelve operative groups: THQ Nordic, PLAION, Coffee Stain, Amplifier Game Invest, Saber Interactive, DECA Games, Gearbox Entertainment, Easybrain, Asmodee, Dark Horse, Freemode and Crystal Dynamics – Eidos. The Group has 139 internal game development studios and is engaging more than 16,500 employees in more than 40 countries.

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

Subscribe to press releases and financial information: https://embracer.com/investors/subscription/

Contact

Beatrice Flink Forsgren Head of Brand & Communication +46 54 53 56 07 beatrice.forsgren@embracer.com
Oscar Erixon Head of Investor Relations +46 730 24 91 42 oscar.erixon@embracer.com

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Embracer Group is a global group of creative and entrepreneurial businesses in PC/console, mobile and board games and other related media. The Group has an extensive catalog of over 900 owned or controlled franchises.

With its head office based in Karlstad, Sweden, Embracer Group has a global presence through its twelve operative groups: THQ Nordic, PLAION, Coffee Stain, Amplifier Game Invest, Saber Interactive, DECA Games, Gearbox Entertainment, Easybrain, Asmodee, Dark Horse, Freemode and Crystal Dynamics – Eidos. The Group has 132 internal game development studios and is engaging more than 15,000 employees in more than 40 countries.