Notice of Extra General Meeting in Embracer Group AB
The shareholders of Embracer Group AB, reg. no. 556582-6558, (the “Company”) are hereby invited to the extra general meeting on Monday 3 November 2025 at 09:30 CET at Baker McKenzie's premises at Vasagatan 7 in Stockholm. Shareholders are welcome for registration from 09:00 CET.
The board of directors has, in accordance with the Company’s articles of association, resolved that the shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting. Shareholders may therefore choose to exercise their voting rights at the extra general meeting by physical participation, by proxy or by advance voting.
Right to attend and notification
Physical participation by presence at the general meeting
Shareholders who wish to attend the extra general meeting by physical presence in person or through a proxy must:
i. on the record date, which is which is Friday 24 October 2025, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the company of their participation and any assistants (no more than two) in the general meeting no later than Tuesday 28 October 2025. This means that registration only by advance voting is not sufficient for those who wish to physically attend the meeting.
The notification for participating by presence at the general meeting shall be made to the Company in accordance with the following:
- Electronically via verification through BankID here,
- In writing to Embracer Group AB, Attn: Atieh Jardenäs, Tullhusgatan 1B, 652 09 Karlstad, Sweden (kindly mark the envelope “Embracer extra general meeting”),
- Via e-mail: atieh.jardenas-riazi@embracer.com.
The notification shall state the name, personal/corporate identity number, shareholding, share classes, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as power of attorneys, registration certificates and other authorization documents, should be appended to the notification (see further information under “Proxy etc.” below).
Participation through advance voting
Shareholders wishing to attend the extra general meeting by advance voting, personally or by a proxy must:
i. on the record date, which is Friday 24 October 2025, be registered in the share register maintained by Euroclear Sweden AB; and
ii. give notice by casting their advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than Tuesday 28 October 2025 at 23:59 CET.
A special form shall be used for advance voting. The form is available on the Company’s website. A shareholder who is exercising its voting right through advance voting does not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed and signed form shall be sent to the Company in accordance with the following:
- Electronically via verification through BankID here,
- In writing to Embracer Group AB, Attn: Atieh Jardenäs, Tullhusgatan 1B, 652 09 Karlstad, Sweden (kindly mark the envelope “Embracer extra general meeting”),
- Via e-mail: atieh.jardenas-riazi@embracer.com.
If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. Authorization documents shall also be attached for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions are included in the form for advance voting.
Please note that anyone who wants to attend the meeting, physically or by proxy, must report this in accordance with the instructions under the heading “Physical participation by presence at the general meeting” above. This means that a registration only by advance vote is not sufficient for those who want to physically attend the extra general meeting.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Friday 24 October 2025 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Tuesday 28 October 2025 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Tuesday 28 October 2025. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.
A proxy form will be available on the Company's website and will also be sent to shareholders who so request and inform the Company of their postal address.
Draft agenda
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of voting list
- Election of one person to certify the minutes
- Question whether the general meeting has been duly convened
- Approval of the agenda
- Resolution regarding dividend distribution of all the shares held by the Company in Coffee Stain Group AB
- Closing of the meeting
Proposed resolutions
Item 2: Election of chair of the meeting
The board of directors of the Company proposes that the Company’s Chief of Staff, Legal & Governance, Ian Gulam, is appointed as chair of the general meeting.
Item 7: Resolution regarding dividend distribution of all the shares held by the Company in Coffee Stain Group AB
On 22 May 2025, the board of directors of the Company publicly announced its intention to distribute all shares held by the Company in Coffee Stain Group AB, reg. no. 559280-0014 (“CSG”) to the Company’s shareholders and to list the shares on Nasdaq First North Premier Growth Market in Stockholm no later than by the end of calendar year 2025.
The board of directors proposes that the extra general meeting resolves that all shares held by the Company in CSG be distributed, whereby one (1) share in the Company of the respective share class entitles to one (1) share in CSG of the same share class.
The board of directors further proposes that the extra general meeting authorizes the board of directors to determine the record date for the right to receive shares in CSG. In accordance with the previous announcement by the Company, the distribution of and first day of trading in the CSG share on Nasdaq First North Premier Growth Market in Stockholm is expected to occur no later than by the end of calendar year 2025 with the record date for the distribution occurring sufficiently prior thereto.
The distribution of all shares held by the Company in CSG is expected to be made in accordance with the so-called Lex ASEA rules.
An information brochure containing additional information regarding the distribution and CSG’s business will be available well in advance of the meeting on the Company’s website.
As of 31 March 2025, the disposable amount pursuant to Chapter 17, Section 3, first paragraph of the Swedish Companies Act amounted to SEK 27,750,572,000. After the balance date up until 7 October 2025 value transfers have been made through repurchase of own B shares for an amount of SEK 182,967,286.71. In accordance with the announcement by the Company on 18 September 2025 the Company will repurchase own shares for a total amount of SEK 500,000,000 up until 2 December 2025 at the latest.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 225,182,816, of which 9,000,000 are A shares representing 90,000,000 votes and 216,182,816 are B shares representing 216,182,816 votes, whereby the total number of votes comprises 306,182,816. The Company holds 1,641,659 own B shares.
Other
Proxy form and form for advance voting are available at least three weeks in advance of the general meeting. The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least three weeks in advance of the meeting. The notice and the other documents set out above are available at the Company at Tullhusgatan 1B in Karlstad and at the Company’s website and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are hereby notified regarding the right to, at the general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act. Shareholders who wish to send in questions in advance can do so in writing to Embracer Group AB, Attn: Legal, Tullhusgatan 1B, 652 09 Karlstad, Sweden, by e-mail to Ian Gulam at ian.gulam@embracer.com, or in connection with the electronic registration.
Processing of personal data
The Company is the controller of the processing of personal data performed by the Company or its service providers in connection with the meeting. For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website.
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Karlstad October 2025
Embracer Group AB
The board of directors
About Embracer Group
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, DECA Games, Dark Horse, Freemode and Crystal Dynamics – Eidos. The Group includes 69 internal game development studios and engages over 7,000 talents across nearly 30 countries.
Embracer Group’s shares are publicly listed on Nasdaq Stockholm under the ticker EMBRAC B.
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