Stillfront Group AB (publ) held its annual general meeting on 13 May 2026 where the following main resolutions were adopted.
Adoption of the profit and loss statements and the balance sheets, allocation of the company's profit or loss, discharge of liability and remuneration report
At the annual general meeting the presented profit and loss statement and the balance sheet and consolidated profit and loss statement and consolidated balance sheet were adopted. The meeting resolved that the amount at the disposal of the annual general meeting be carried forward. The members of the board of directors and CEO were discharged from liability for the fiscal year 2025. The board of directors' remuneration report for 2025 was approved.
Appointment of board of directors and auditor, establishment of remuneration for the board of directors and the auditors
The meeting resolved, in accordance with the nomination committee's proposal, to re-elect Erik Forsberg, Mohammad Alhaj Hasan, Lars-Johan Jarnheimer, Waleed Tuffaha and Thomas Vollmoeller as members of the board and to elect Nezahat Gultekin as a new member of the board for the period until the close of the next annual general meeting. Lars-Johan Jarnheimer was re-elected as chair of the board of directors and Erik Forsberg was re-elected as deputy chair of the board of directors for the period until the close of the next annual general meeting.
The auditing firm Öhrlings PricewaterhouseCoopers AB was re-elected as the company's auditor, which has informed the company that Aleksander Lyckow will be the auditor-in-charge.
The meeting resolved, in accordance with the nomination committee's proposal, that the fees to be paid to the board members for the period until the next annual general meeting shall be SEK 1,090,000 (SEK 840,000 last year) to the chair of the board of directors, SEK 600,000 (new) to the deputy chair of the board of directors and SEK 440,000 (SEK 340,000) to each of the other board members elected by the general meeting, that the fees to be paid to the members of the audit committee for the period until the next annual general meeting shall be SEK 295,000 (SEK 270,000) to the chair of the audit committee and SEK 140,000 (SEK 110,000) to each of the other members of the audit committee, that the fees to be paid to the members of the HR committee for the period until the next annual general meeting shall be SEK 175,000 (SEK 110,000) to the chair of the HR committee and SEK 90,000 (SEK 54,000) to each of the other members of the HR committee, that if the board of directors establishes a new strategy committee, the fees to be paid to the members of the strategy committee for the period until the next annual general meeting shall be SEK 240,000 to the chair of the strategy committee and SEK 175,000 to each of the other members of the strategy committee, and that Mohammad Alhaj Hasan and Waleed Tuffaha shall not receive any fees for their respective assignments as board members (including for any committee work) for the period until the next annual general meeting.
The meeting further resolved, in accordance with the nomination committee's proposal, that remuneration to the auditors shall be paid against approved invoices.
Directed new share issues and transfer of own shares
The meeting resolved, in accordance with the board of directors' proposal, on two directed new share issues and transfers of own shares, respectively, to the sellers of two of the companies that Stillfront has previously acquired:
- Directed new share issue and transfer, respectively, of not more than 46,074,355 shares to the sellers of Jawaker FZ LLC for a subscription price and purchase price, respectively, of SEK 5.169 per share (whereby the total number of shares that may be issued and/or transferred to the sellers will amount to not more than 46,074,355 shares), meaning that Stillfront's share capital shall increase by not more than SEK 3,225,204.85.
- Directed new share issue and transfer, respectively, of not more than 2,319,778 shares to the sellers of Six Waves Inc. for a subscription price and purchase price, respectively, of SEK 5.169 per share (whereby the total number of shares that may be issued and/or transferred to the sellers will amount to not more than 2,319,778 shares), meaning that Stillfront's share capital shall increase by not more than SEK 162,384.46.
The reason for the new share issues and the transfers of own shares, as well as the deviation from the shareholders' pre-emption rights, is to fulfil the share purchase agreements which Stillfront has entered into with the sellers of the above-mentioned companies. Transfer of shares and/or subscription of newly issued shares shall be made no later than 31 October 2026. Payment for transferred and/or subscribed shares shall be made by way of set-off of the sellers' claims for earn-out consideration pursuant to the share purchase agreements. The amount of the earn-out consideration, which determines the number of shares which will be allotted, has not yet been finally determined. The final number of shares issued and transferred, respectively, will be made public in Stillfront's interim report for the period during which the shares were allotted or transferred (as applicable).
Authorizations to resolve on issuance of shares, repurchase of own shares and transfer of own shares
The meeting resolved, in accordance with the board of directors' proposal, to authorize the board of directors to, within the scope of the articles of association, with or without deviation from the shareholders' preferential rights, on one or several occasions during the period until the next annual general meeting, resolve to increase the company's share capital by issuing new shares, warrants or convertible instruments in the company. The authorization is limited so that the board of directors may not resolve to issue shares, warrants or convertible instruments that involve the issue of, or conversion into shares corresponding to, more than ten (10) per cent of the shares in the company at the time when the board of directors first utilizes the authorization. The issues shall be made on market terms and payment may, apart from payment in cash, be made in kind or by set-off or otherwise with conditions.
The meeting resolved, in accordance with the board of directors' proposal, to authorize the board of directors to, on one or several occasions during the period until the next annual general meeting, resolve on repurchase of own shares.
The meeting also resolved, in accordance with the board of directors' proposal, to authorize the board of directors to, on one or several occasions during the period until the next annual general meeting, resolve on transfer of own shares.
Incentive programs
Long-term share-based incentive program
The meeting resolved to implement a share-based long-term incentive program in accordance with the board of directors' proposal, LTIP 2026/2029, meaning that a maximum of 3,900,000 restricted stock units shall be offered to no more than 120 participants, consisting of the CEO, senior executives and other key personnel of the group. Vesting of restricted stock units is conditional upon four targets relating to: (i) total shareholder return, (ii) organic revenue growth, (iii) profitability, and (iv) employee attrition being satisfied during the financial years 2026, 2027 and 2028. Each vested restricted stock unit entitles the participant to receive, free of charge, one (1) share in the company from and including the day of public announcement of the company's Q2 report 2029 up to and including seven days thereafter.
The proposals by the board of directors on a directed issue and transfer of warrants and transfer of own shares, respectively, to secure delivery of shares in the company under LTIP 2026/2029 were not approved by the general meeting. In order to secure the company's obligations under LTIP 2026/2029, the board of directors may enter into a swap agreement with a third party.
Employee stock purchase program
The meeting resolved to implement an employee stock purchase program in accordance with the board of directors' proposal, ESPP 2026/2029, directed to all permanent employees and certain contractors within the Stillfront group in eligible jurisdictions, comprising no more than 198 participants. Participation requires that the participant makes a personal investment in shares in the company (savings shares), whereby each savings share may entitle the participant to, after a three-year vesting period, receive one (1) matching share in the company free of charge. In total, no more than 1,300,000 matching shares may be allotted to the participants in ESPP 2026/2029.
The proposals by the board of directors on a directed issue and transfer of warrants and transfer of own shares, respectively, to secure delivery of shares in the company under ESPP 2026/2029 were not approved by the general meeting. In order to secure the company's obligations under ESPP 2026/2029, the board of directors may enter into a swap agreement with a third party.
Hedging arrangements under existing long-term incentive programs
The board of directors also proposed resolutions on hedging arrangements for the share-based long-term incentive programs LTIP 2024/2028 and LTIP 2025/2029, which were implemented following resolutions by the annual general meetings in 2024 and 2025, respectively.
The meeting resolved, in accordance with the board of directors' proposal, on a directed issue and transfer of warrants to secure delivery of shares in the company under LTIP 2024/2028. In order to secure its obligations under LTIP 2024/2028, the company may also transfer own shares to participants pursuant to a resolution by the annual general meeting 2025.
The meeting further resolved in accordance with the board of directors' proposals on hedging arrangements to secure the company's obligations under LTIP 2025/2029, in the form of (i) a directed issue and transfer of warrants and (ii) that transfer of own shares may be made to participants.
For additional information, please contact:
Emily Villatte, CFO, Stillfront Group
Phone: +46 76 525 01 42
E-mail: emily.villatte@stillfront.com
About Stillfront
Stillfront is a global games company. We develop digital games that are played by approximately 36 million people each month. Our diversified portfolio spans well-established franchises like BIG, Jawaker and Supremacy, to smaller, niche games across our different genres. We believe gaming can be a force for good and we want to create a gaming universe that is affordable, equal, and sustainable. Our HQ is in Stockholm, Sweden, but our game development is done by teams and studios all over the world. Our main markets are the US, Japan, MENA, Germany, and the UK. Stillfront's shares (SF) are listed on Nasdaq Stockholm. For further information, please visit: stillfront.com
