At the annual general meeting in Evolution AB (publ) 24 April 2026, income statements and balance sheets for 2025 for the company and the group were adopted and it was resolved on, among other things, that no dividend shall be paid, discharge from liability for the board members and the managing director, election of board members and chairman of the board in accordance with the nomination committee's proposals, authorisations for the board of directors to resolve on acquisitions and transfers of own shares, authorisation for the board of directors to resolve on the issuance of shares, warrants and convertibles, reduction of the share capital through cancellation of repurchased shares and increase of the share capital through bonus issue without issue of new shares as well as an incentive program by way of issue of warrants with subsequent transfers to the participants.
Adoption of income statement and balance sheet as well as consolidated income statement and consolidated balance sheet
The annual general meeting adopted the income statement and the consolidated income statement as well as the balance sheet and the consolidated balance sheet for the financial year 2025.
Resolution on dividends
The annual general meeting resolved that no dividend shall be paid for the financial year 2025 and that unappropriated earnings shall be carried forward.
Resolution on discharge of liability, election of board members and board fees
The annual general meeting resolved on discharge of liability for all members of the board of directors and the managing director for the financial year 2025.
Jens von Bahr, Joel Citron, Mimi Drake, Ian Livingstone, Sandra Urie, Fredrik Österberg and Samantha Sacks Gallagher were elected as board members and Jens von Bahr was re-elected as chairman of the board of directors for the period until the close of the next annual general meeting.
The annual general meeting resolved that the fees to the board of directors for the period until the close of the next annual general meeting shall be in total EUR 1,360,000 (1,195,000)[1], of which (i) EUR 150,000 (150,000) shall be paid to each of the board members elected by the annual general meeting, (ii) EUR 400,000 (400,000) shall be paid to the chairman of the board of directors, and (iii) EUR 5,000 (5,000) shall be paid to those board members who serve on the audit committee, the remuneration committee, the compliance committee, and the sustainability committee, respectively.
Election of auditor and determination of fees to the auditor
The annual general meeting resolved to re-elect Öhrlings PricewaterhouseCoopers AB as auditor for the period until the close of the next annual general meeting and that fees to the auditor shall be paid against approved invoice.
The remuneration report
The annual general meeting, in accordance with the board of directors' proposal, approved the board of directors' remuneration report for 2025. The remuneration report is available at the company's website (www.evolution.com).
Authorisations for the board of directors to resolve on acquisitions and transfers of own shares
The annual general meeting resolved to authorise the board of directors to, during the period until the next annual general meeting, at one or several occasions, resolve on acquisitions and transfers of own shares. Acquisitions of own shares may be made on Nasdaq Stockholm or another regulated market at a price within the price interval registered at any given time provided that the company's holding of own shares does not exceed 10 per cent of all shares in the company. Transfers of own shares may be made on or outside of Nasdaq Stockholm or another regulated market within the price interval registered at any given time of up to the number of shares that, at any given time, are held by the company. Transfers of own shares outside of Nasdaq Stockholm or another regulated market may be made against payment in cash, in kind or by way of set-off. The price shall be established so that the transfer is made on terms corresponding to the terms for relevant incentive programs, terms of agreements that the company or any group company enters into or has entered into (e.g., as payment for acquisitions) or otherwise on market terms.
The purpose of the authorisations is to enable the board of directors to optimise and improve the capital structure of the company, thereby creating additional shareholder value, to enable the company to use acquired own shares as payment for, or financing of, acquisitions of companies or businesses (including payment of earn-outs) and/or to hedge or facilitate the settlement of the company's incentive programs.
Authorisation for the board of directors to resolve on the issuance of shares, warrants, and convertibles
The annual general meeting resolved to authorise the board of directors to, during the period until the next annual general meeting, at one or several occasions, resolve to issue new shares, warrants, or convertibles in the company. Subscribed for shares, convertibles or warrants shall be paid for in cash, by way of set-off or in kind. The authorisation is limited whereby the board of directors may not resolve to issue shares, convertibles or warrants in such a way that the total number of shares that are issued, issued through the conversion of convertibles or issued through the exercise of warrants, exceeds 10 per cent of the total number of shares in the company at the time when the authorisation is exercised by the board of directors for the first time. In the event that the board of directors resolves to issue new shares, convertibles and/or warrants with deviation from the shareholders' pre-emption rights, the reason for the deviation shall be to enable the use of shares as payment for, or financing of, acquisitions of companies or businesses (including payment of earn-outs).
Resolution on reduction of the share capital through cancellation of repurchased shares and increase of the share capital through bonus issue without issue of new shares
The annual general meeting resolved to reduce the share capital by EUR 16,654.6 through cancellation of 5,235,549 shares held by the company and an increase of the share capital of the company by EUR 16,654.6 by way of a bonus issue without issue of new shares. The purpose of the reduction of the share capital is for transfer to the company's non-restricted equity. The purpose of the increase of the share capital through bonus issue is to restore the share capital to its original level after the completed reduction of the share capital. Following the completion of the bonus issue, the share capital of the company will thus be equal to the share capital before the reduction.
Resolution on an incentive program by way of issue of warrants with subsequent transfers to the participants
The annual general meeting resolved on an incentive program under which the company has invited approximately 240 employees within the group to acquire warrants in the company. The participants in the program includes the CEO of the company, current and future members of the senior management, personnel reporting to the senior management and key personnel. No warrants will be granted to board members of the company.
Up to 3,168,539 warrants will be issued to the company or a wholly owned subsidiary and transferred to the participants of the incentive program. The participants may exercise the warrants for subscription of shares in the company during the period from and including 9 March 2029 (however not earlier than the day after the publication of the company's interim report for the period October-December 2028) up to and including the date that falls 14 calendar days thereafter. Each warrant entitles the participant to subscribe for one new share, at a price equivalent to 130 per cent of the volume-weighted average price of the company's share on Nasdaq Stockholm during a period from and including 20 February 2026 up to and including 26 February 2026.
Minutes and complete resolutions
The minutes from the annual general meeting, including the complete resolutions, will be available on the company's website (www.evolution.com).
For further information, please contact:
Carl Linton, Head of Investor Relations, ir@evolution.com.
The information was submitted for publication at 17:00 CEST on 24 April 2026.
[1] Last year's fees in brackets
Evolution AB (publ) ("Evolution") develops, produces, markets and licenses fully-integrated B2B Online Casino solutions to gaming operators. Since its inception in 2006, Evolution has developed into a leading B2B provider with 870 operators among its customers. The group currently employs ~22,900 people in studios across Europe, Asia, North- and South America. The parent company is based in Sweden and listed on Nasdaq Stockholm with the ticker EVO. Visit www.evolution.com for more information.
Evolution is licensed and regulated by the Malta Gaming Authority under license MGA/B2B/187/2010. Evolution is also licensed and regulated in many other jurisdictions such as the United Kingdom, Belgium, Canada, Romania, South Africa, and others.
