Bifogade filer
Announcement from Embracer Group's Annual General Meeting
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Large Cap Stockholm |
| Sektor | Sällanköp |
| Industri | Gaming |
The Annual General Meeting 2025 (the "AGM") of Embracer Group AB ("Embracer") was held today on 18 September 2025 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 approximately SEK 27.7 billion would be carried forward.
Discharge from liability
The directors of the board and the CEO were discharged from liability for the financial year 2024/2025.
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 seven 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 800,000 (SEK 700,000 the previous year) and the Chair of the Board of directors is to receive SEK 2,500,000 (SEK 2,200,000 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 200,000 (SEK 175,000 the previous year) and the remuneration to the chair of the Audit and Sustainability Committee shall be SEK 310,000 (SEK 275,000 the previous year) and that remuneration for members of the Remuneration Committee shall be SEK 115,000 (SEK 100,000 the previous year) and remuneration to the chair of the Remuneration Committee shall be SEK 170,000 (SEK 150,000 the previous year).
It was further resolved, in line with last year’s proposal, given the additional board work required with regards to the intention to transform into three standalone publicly listed entities, that started last fiscal year and will be completed this fiscal year, to pay an additional fee of SEK 200,000 (SEK 200,000 the previous year) to the Chair and SEK 150,000 (SEK 150,000 the previous year) to board members who are not employed by the company (the “Transformation fee”).
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.
Jacob Jonmyren, Kicki Wallje-Lund, Lars Wingefors, Yasmina Brihi, Bernt Ingman, Cecilia Qvist and Brian Ward were re-elected as directors of the board.
Lars Wingefors was elected as the Chair of the Board. Following the AGM at the inaugural meeting, the board of directors appointed Kicki Wallje-Lund as deputy chair. The board also resolved that the Audit and Sustainability Committee shall comprise Jacob Jonmyren (to be appointed chair by the committee), Kicki Wallje-Lund and Bernt Ingman, and that the Remuneration Committee shall comprise Yasmina Brihi (chair), Cecilia Qvist and Jacob Jonmyren.
PwC was re-elected as Embracer’s auditor. PwC has announced that the authorized auditor Magnus Svensson Henryson will remain as the main responsible auditor.
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 on transfers of own shares up to the number of shares which, at any time, are held by Embracer.
For further details regarding the resolutions, please refer to the notice, the annual report and the complete proposals, all of which are available at Embracer and have been made public on its website.