Tisdag 7 April | 20:14:06 Europe / Stockholm

Prenumeration

Kalender

Est. tid*
2026-10-22 07:30 Kvartalsrapport 2026-Q3
2026-07-17 07:30 Kvartalsrapport 2026-Q2
2026-05-13 N/A X-dag ordinarie utdelning VPLAY A 0.00 SEK
2026-05-13 N/A X-dag ordinarie utdelning VPLAY B 0.00 SEK
2026-05-12 N/A Årsstämma
2026-04-23 07:30 Kvartalsrapport 2026-Q1
2026-02-19 - Bokslutskommuniké 2025
2025-10-22 - Kvartalsrapport 2025-Q3
2025-07-17 - Kvartalsrapport 2025-Q2
2025-05-14 - X-dag ordinarie utdelning VPLAY A 0.00 SEK
2025-05-14 - X-dag ordinarie utdelning VPLAY B 0.00 SEK
2025-05-13 - Årsstämma
2025-04-24 - Kvartalsrapport 2025-Q1
2025-02-20 - Bokslutskommuniké 2024
2024-10-22 - Kvartalsrapport 2024-Q3
2024-07-18 - Kvartalsrapport 2024-Q2
2024-05-15 - X-dag ordinarie utdelning VPLAY A 0.00 SEK
2024-05-15 - X-dag ordinarie utdelning VPLAY B 0.00 SEK
2024-05-14 - Årsstämma
2024-04-23 - Kvartalsrapport 2024-Q1
2024-02-22 - Bokslutskommuniké 2023
2023-12-01 - Kvartalsrapport 2023-Q3
2023-07-20 - Kvartalsrapport 2023-Q2
2023-05-17 - X-dag ordinarie utdelning VPLAY A 0.00 SEK
2023-05-17 - X-dag ordinarie utdelning VPLAY B 0.00 SEK
2023-05-16 - Årsstämma
2023-04-25 - Kvartalsrapport 2023-Q1
2023-02-14 - Bokslutskommuniké 2022
2022-10-25 - Kvartalsrapport 2022-Q3
2022-07-21 - Kvartalsrapport 2022-Q2
2022-05-19 - X-dag ordinarie utdelning VPLAY A 0.00 SEK
2022-05-19 - X-dag ordinarie utdelning VPLAY B 0.00 SEK
2022-05-18 - Årsstämma
2022-04-26 - Kvartalsrapport 2022-Q1
2022-02-08 - Bokslutskommuniké 2021
2021-10-26 - Kvartalsrapport 2021-Q3
2021-07-22 - Kvartalsrapport 2021-Q2
2021-05-20 - X-dag ordinarie utdelning VPLAY B 0.00 SEK
2021-05-20 - X-dag ordinarie utdelning VPLAY A 0.00 SEK
2021-05-19 - Årsstämma
2021-04-22 - Kvartalsrapport 2021-Q1
2021-02-09 - Bokslutskommuniké 2020
2021-01-25 - Extra Bolagsstämma 2021
2020-10-22 - Kvartalsrapport 2020-Q3
2020-07-22 - Kvartalsrapport 2020-Q2
2020-05-20 - X-dag ordinarie utdelning VPLAY A 0.00 SEK
2020-05-20 - X-dag ordinarie utdelning VPLAY B 0.00 SEK
2020-05-19 - Årsstämma
2020-04-23 - Kvartalsrapport 2020-Q1
2020-02-04 - Bokslutskommuniké 2019
2019-10-24 - Kvartalsrapport 2019-Q3
2019-10-10 - X-dag halvårsutdelning VPLAY B 3.25
2019-10-10 - X-dag halvårsutdelning VPLAY A 3.25
2019-07-18 - Kvartalsrapport 2019-Q2
2019-05-23 - X-dag halvårsutdelning VPLAY B 3.25
2019-05-23 - X-dag halvårsutdelning VPLAY A 3.25
2019-05-22 - Årsstämma
2019-05-07 - Kvartalsrapport 2019-Q1

Beskrivning

LandSverige
ListaMid Cap Stockholm
SektorTelekom & Media
IndustriMedia
Viaplay Group är verksamt inom underhållningsbranschen och fokuserar på produktion och distribution av TV-program, filmer och digitalt innehåll. Bolagets produkter riktar sig till privatpersoner och företag som söker underhållning och medieföretag. Verksamheten är global med en huvudsaklig närvaro i Europa, Nordamerika och Asien. Viaplay Group grundades 2018 och har sitt huvudkontor i Stockholm.

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2026-04-07 15:01:00

The shareholders of Viaplay Group AB (publ) (“Viaplay Group”), reg. no. 559124-6847, are hereby given notice of the Annual General Meeting to be held on Tuesday 12 May 2026 at 10:00 CEST at Viaplay Group’s Head Office, Ringvägen 52, SE-118 67 Stockholm, Sweden. Entry and registration for the Annual General Meeting will commence at 09:30 CEST on the same date. Shareholders may also exercise their voting rights at the Annual General Meeting by postal voting in accordance with the provisions of Viaplay Group’s Articles of Association.

NOTICE ETC.

Shareholders who wish to exercise their voting rights at the Annual General Meeting shall:

  • be registered in the share register kept by Euroclear Sweden AB (“Euroclear”) on Monday 4 May 2026 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder’s own name for voting purposes in such time that the registration is completed no later than on Wednesday 6 May 2026; and
  • give notice of participation no later than Wednesday 6 May 2026 in accordance with the instructions below.

PARTICIPATION BY ATTENDING THE MEETING VENUE

Shareholders who wish to exercise their voting rights by attending the meeting venue in person or by proxy must give notice of participation no later than Wednesday 6 May 2026, on Euroclear’s website at www.euroclear.com/sweden/generalmeetings/, by telephone +46 (0)8-402 58 78, by e-mail at generalmeetingservice@euroclear.com, or by post to Viaplay Group AB (publ), “AGM 2026”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders shall in their notice of participation state their name, personal identification number or company registration number, address, telephone number, and advisors, if any. Shareholders represented by a proxy or a representative should send documents of authorisation to the address above well in advance of the Annual General Meeting. A template proxy form is available on Viaplay Group’s website at www.viaplaygroup.com/general-meetings.

PARTICIPATION BY POSTAL VOTING

Shareholders who wish to exercise their voting rights through postal voting in advance must give notice of participation by casting their postal vote so that the postal vote is received by Euroclear (that administers the forms on behalf of Viaplay Group) no later than Wednesday 6 May 2026. A designated form is available on Viaplay Group’s website at www.viaplaygroup.com/general-meetings and shall be used for postal voting. Additional instructions and conditions are provided in the postal voting form. The completed and signed form must be received by Euroclear (that administers the forms on behalf of Viaplay Group) no later than Wednesday 6 May 2026. The completed form shall be sent electronically, either by signature with BankID in accordance with the instructions at www.euroclear.com/sweden/generalmeetings/ or by sending the completed and signed form by e‑mail to generalmeetingservice@euroclear.com. The completed and signed form can also be sent by post to Viaplay Group AB (publ), “AGM 2026”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. If a shareholder submits a postal vote in advance by proxy, a power of attorney shall be enclosed with the form. A proxy form is available on Viaplay Group’s website at www.viaplaygroup.com/general-meetings. If the shareholder is a legal entity, a certificate of registration or other authorisation document shall be attached to the form.

Anyone who wishes to attend the meeting venue in person or by proxy must notify this in accordance with the instructions given under the heading “Participation by attending the meeting venue” above. This means that a notice of participation only by postal voting is not sufficient for those who wish to attend the meeting venue.

PROPOSED AGENDA

1. Opening of the Annual General Meeting.

2. Election of Chair of the Annual General Meeting.

3. Preparation and approval of the voting list.

4. Approval of the agenda.

5. Election of one or two persons to check and verify the minutes.

6. Determination of whether the Annual General Meeting has been duly convened.

7. Presentation of the Annual Report, the Auditor’s Report and the consolidated financial statements and the Auditor’s Report on the consolidated financial statements.

8. Resolution on the adoption of the Income Statement and the Balance Sheet and of the consolidated Income Statement and the consolidated Balance Sheet.

9. Resolution on the treatment of the company’s earnings as stated in the adopted Balance Sheet.

10. Resolution on the discharge of liability of the Board members and the Chief Executive Officer for the financial year of 2025:

(a) Simon Duffy, Board member and Chair of the Board;

(b) Andrea Gisle Joosen, Board member;

(c) Erik Forsberg, Board member;

(d) Katarina Bonde, Board member;

(e) Maxime Saada, Board member;

(f) Jacques du Puy, Board member;

(g) Anna Bäck, Board member;

(h) Didier Stoessel, Board member;

(i) Annica Witschard, Board member; and

(j) Jørgen Madsen Lindemann, Chief Executive Officer.

11. Determination of the number of members of the Board.

12. Determination of the remuneration to the members of the Board and the Auditor.

13. Election of Board members:

(a) Simon Duffy (re-election, proposed by the Nomination Committee);

(b) Andrea Gisle Joosen (re-election, proposed by the Nomination Committee);

(c) Erik Forsberg (re-election, proposed by the Nomination Committee);

(d) Katarina Bonde (re-election, proposed by the Nomination Committee);

(e) Maxime Saada (re-election, proposed by the Nomination Committee);

(f) Anna Bäck (re-election, proposed by the Nomination Committee);

(g) Didier Stoessel (re-election, proposed by the Nomination Committee);

(h) Annica Witschard (re-election, proposed by the Nomination Committee); and

(i) Edyta Sadowska (new election, proposed by the Nomination Committee).

14. Election of the Chair of the Board.

15. Determination of the number of Auditors and election of Auditor.

16. Resolution on the Nomination Committee.

17. Resolution on the adoption of the Remuneration Report.

18. Resolution regarding guidelines for remuneration to senior executives.

19. Resolutions regarding a long-term incentive plan 2026 (“LTIP 2026”) including:

(a) the Board’s proposal to implement LTIP 2026;

(b) authorisation for the Board to resolve to repurchase own class B shares; and

(c) transfer of own class B shares.

20. Closing of the Annual General Meeting.

RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chair of the Annual General Meeting (item 2)

The Nomination Committee proposes that Fredrik Palm, member of the Swedish Bar Association active at Gernandt & Danielsson, is elected as Chair of the Annual General Meeting.

Determination of the number of members of the Board as well as election of Board members and the Chair of the Board (items 11, 13 (a)-(i) and 14)

The Nomination Committee proposes that the Board shall consist of nine members.

The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, Simon Duffy, Andrea Gisle Joosen, Erik Forsberg, Katarina Bonde, Maxime Saada, Anna Bäck, Didier Stoessel, and Annica Witschard shall be re-elected as members of the Board and that Edyta Sadowska shall be elected as a new member of the Board.

The Nomination Committee proposes that Simon Duffy is re-elected as Chair of the Board.

Determination of the remuneration to the members of the Board and the Auditor (item 12)

The Nomination Committee proposes increased remuneration per member level (by three per cent) for the period until the end of the next Annual General Meeting in accordance with the following (last year’s remuneration in brackets):

  • SEK 1,617,100 (1,570,000) to the Chair of the Board;
  • SEK 556,200 (540,000) to each of the other members of the Board;
  • SEK 283,250 (275,000) to the Chair of the Audit Committee and SEK 144,200 (140,000) to each of the other members of the Audit Committee; and
  • SEK 169,950 (165,000) to the Chair of the Remuneration Committee and SEK 66,950 (65,000) to each of the other members of the Remuneration Committee.

The Nomination Committee proposes that remuneration to the Auditor shall be paid in accordance with approved invoices.

Determination of the number of Auditors and election of Auditor (item 15)

In accordance with the Audit Committee’s recommendation, the Nomination Committee proposes that the company shall have one registered accounting firm as Auditor, and that the registered accounting firm KPMG AB shall be re-elected as Auditor until the end of the next Annual General Meeting. KPMG AB has informed Viaplay Group that the authorised public accountant Tomas Gerhardsson will continue as auditor-in-charge if KPMG AB is re-elected as Auditor.

Resolution on the Nomination Committee (item 16)

The Nomination Committee proposes that the Annual General Meeting resolves to adopt the following procedure for the Nomination Committee to be applied until the next Annual General Meeting.

Procedure of the Nomination Committee

The work of preparing proposals to Viaplay Group AB’s (publ) Annual General Meeting regarding the Board and auditor, in the case that an auditor should be elected, and their remuneration, Chair of the Annual General Meeting and the procedure for the Nomination Committee shall be performed by a Nomination Committee. This procedure shall apply until the next Annual General Meeting.

The Nomination Committee will be formed during September in consultation with the largest shareholders of the company as of the last business day in August. The Nomination Committee shall consist of at least three members. The three largest shareholders will be asked to appoint one member each, and if any of these shareholders declines to appoint a member, their right to appoint a member is transferred to the next largest qualified shareholder until the earlier of (i) at least three members of the Nomination Committee have been appointed, or (ii) a total of ten shareholders have been approached. The Chair of the Board will also be a co‑opted member of the Nomination Committee and will act as its convenor. The members of the Nomination Committee will appoint the Committee’s Chair at their first meeting.

The name of the members of the Nomination Committee and the shareholders they represent shall normally be made public on the company’s website at the latest six months prior to the Annual General Meeting.

The Nomination Committee is appointed for a term of office commencing at the time of its formation and ending when a new Committee is formed. If a member resigns during the Committee term, the Committee may choose to appoint a new member. The shareholder that appointed the resigning member shall in such case be asked to appoint a new member, provided that the shareholder still is one of the largest shareholders in the company. If that shareholder declines participation on the Nomination Committee, the Committee may choose to ask the next largest qualified shareholder to participate (the Chair shall however continue to contact the shareholders that are next in line if required to form a Nomination Committee composed of three members, including the Chair of the Board). In the event of changes to the ownership structure of the company, the Committee may choose to amend its composition in order to ensure that the Committee appropriately reflects the ownership of the company. However, unless there are special circumstances, the composition of the Nomination Committee may remain unchanged following changes in the ownership structure of the company that are either minor or occur less than three months prior to the Annual General Meeting.

The Nomination Committee shall have the right to upon request receive personnel resources such as secretarial services from the company, and to charge the company with costs for recruitment consultants and related travel if deemed necessary.

RESOLUTIONS PROPOSED BY THE BOARD
Preparation and approval of the voting list (item 3)

The voting list proposed to be approved is the voting list prepared by Euroclear on behalf of Viaplay Group, based on the Annual General Meeting share register, shareholders having given notice of participation and being present at the meeting venue, as well as received postal votes.

Resolution on the treatment of the company’s earnings as stated in the adopted Balance Sheet (item 9)

As previously communicated, the Board has decided not to propose any dividend for the financial year 2025. Viaplay Group’s unappropriated earnings, in total SEK 9,990 million, are therefore proposed to be carried forward.

Resolution regarding guidelines for remuneration to senior executives (item 18)

The Board proposes that the Annual General Meeting resolves to adopt updated guidelines for remuneration to the President and CEO and other members of the Group Executive Team in accordance with the Board’s complete proposal on guidelines. In relation to the current guidelines adopted by the 2024 Annual General Meeting, the proposed guidelines contain adjustments regarding the periods of incentive plans, more flexibility and the ability to take into account local market practice when compensating for non-competition undertakings, as well as adjustments regarding the nature of special arrangements. The Board has not received any comments from the shareholders on the existing guidelines for remuneration to senior executives.

The proposed guidelines are available in the documentation for the Annual General Meeting on Viaplay Group’s website at www.viaplaygroup.com/general-meetings.

Resolutions regarding a long-term incentive plan 2026 (“LTIP 2026”) (item 19)
The Board’s proposal to implement LTIP 2026 (item 19 (a))

LTIP 2026 in summary

The Board proposes that the Annual General Meeting resolves to adopt a long-term incentive plan (“LTIP 2026”) for the Group Executive Team (“GET”) and other key employees. Under the proposed plan, the participants will be awarded “Performance Share Awards”, which will entitle them to receive class B shares after a three-year vesting period from the date of allotment (the “Vesting Period”), subject to meeting certain conditions. The Remuneration Committee and Board have agreed to have one sole performance condition in LTIP 2026 with the purpose to incentivise an increase in the Viaplay Group share price. The performance condition is an “Absolute Total Shareholder Return Hurdle” of 40 per cent in the Viaplay Group class B share. The Absolute Total Shareholder Return Hurdle has been set taking into account the increased uncertainty in the current economic environment.

The proposed number of participants in LTIP 2026 comprises 21 senior executives and key employees (each such person a “Participant” and collectively the “Participants”) which is a result of Viaplay Group’s continued focus on Group performance. Vesting of the Performance Share Awards is conditional upon (with certain customary exceptions) the achievement of the performance condition, fulfilment of a share ownership requirement, and continued employment throughout the program.

Purpose

The purpose of LTIP 2026 is to attract, motivate and retain key talent within Viaplay Group and to align the Participants’ interests with those of the shareholders. Through LTIP 2026, the Participants’ remuneration and allotment of shares are tied to and will incentivise an increase in the Viaplay Group share price. In summary, the Board believes that the implementation of LTIP 2026 will have a positive effect on the group’s value growth and will ensure the Participants’ long-term commitment to the group. Consequently, the Board believes that LTIP 2026 is beneficial to the shareholders as well as for the group.

Allotment of Performance Share Awards

LTIP 2026 is proposed to include 21 senior executives and key employees in Viaplay Group divided into three tiers: the CEO (“Tier 1”), other members of GET (“Tier 2”), and other senior executives (“Tier 3”). The number of Performance Share Awards allotted shall be based on maximum award values for each tier expressed as a percentage of the Participants’ 2026 gross annual base salary. The proposed maximum award values are: Tier 1: 49.5%, Tier 2: 33%, and Tier 3: 19.5%.

Each maximum award value shall thereafter be converted into a maximum number of Performance Share Awards based on the volume-weighted average share price of Viaplay Group’s class B shares on Nasdaq Stockholm during a period of three months prior to the date of the 2026 Annual General Meeting.

The maximum number of Performance Share Awards that may be allotted under LTIP 2026 will be limited to an amount of awards corresponding to SEK 25 million divided by the volume-weighted average share price of Viaplay Group’s class B shares on Nasdaq Stockholm during a period of three months prior to the date of the 2026 Annual General Meeting. If the total number of Performance Share Awards allotted, based on the above calculation, exceeds the number of shares repurchased by the company in accordance with item 19 (b), the number of Performance Share Awards allotted to each Participant shall be adjusted downwards on a pro rata basis.

Performance condition

The number of Performance Share Awards that vest at the end of the Vesting Period in 2029 depends on the achievement of the Absolute Total Shareholder Return Hurdle. The Absolute Total Shareholder Return Hurdle is a 40 per cent increase in the Viaplay Group class B share and is set as an absolute target with cliff vesting. The achievement of the Absolute Total Shareholder Return Hurdle will be determined based on the volume-weighted average share price of Viaplay Group’s class B shares on Nasdaq Stockholm during a period of three months prior to the 2029 Annual General Meeting. This means that no payout will be done if the Total Shareholder Return is below 40 per cent and full payout of shares will be done if the Total Shareholder Return is at or above 40 per cent.

The Absolute Total Shareholder Return Hurdle shall be re-calculated by the Board in the event of any new share issues, share splits, share consolidations and/or other similar corporate events, taking into account customary practice for similar incentive programs.

Share Ownership Requirement

To ensure that the Participants build and maintain a significant shareholding in Viaplay Group, vesting of the Performance Share Awards at the end of the Vesting Period is conditional on the Participant meeting a share ownership target. Participants, distributed in Tiers 1–3, are required to accumulate Viaplay Group shares corresponding to an amount based on a percentage of the Participant’s yearly net salary (the share ownership requirement and the annual target in terms of number of shares will be calculated in April each year by multiplying the annual share ownership target percentage by the net base salary as of 1 January prior year, or as of the date of promotion to GET, as applicable, divided by the twelve-month daily average closing share price of the prior year):

  • Tier 1 (CEO): 150% of the net salary
  • Tier 2 (other members of the GET): 75% of the net salary
  • Tier 3 (other senior executives): 50% of the net salary

For current Tier 1–3 Participants, 33% of the share ownership requirement must be met each year over the three‑year Vesting Period. For future employees participating in the program, 20% of the share ownership requirement must be met each year over five years. The Remuneration Committee shall have the mandate to adjust these requirements if considered appropriate in individual cases.

Conditions for the Performance Share Awards

Following the Vesting Period, each vested Performance Share Award entitles the Participant to receive one (1) class B share free of charge. However, vesting is conditional upon the Participant (with certain customary exceptions) (a) remaining employed by Viaplay Group at the time of the publication of Viaplay Group’s interim report for the first quarter of 2029, (b) achieving the Absolute Total Shareholder Return Hurdle of 40 per cent, and (c) fulfilling the share ownership requirement.

In addition to the conditions above, the following terms shall apply for the Performance Share Awards:

  • granted free of charge after the Annual General Meeting 2026;
  • may not be transferred or pledged; and
  • can be granted by the company or any other company within the group.

The number of class B shares the Participants are entitled to receive for each vested Performance Share Award shall be re-calculated by the Board in the event of any new share issues, share splits, share consolidations and/or other similar corporate events, taking into account customary practices for similar incentive programs.

Scope and cost of LTIP 2026

The total cost of LTIP 2026 is estimated to amount to no more than SEK 28.2 million, which corresponds to approximately 1.85 per cent of the 2025 annual total employment costs. Repurchase of shares for delivery to the Participants under LTIP 2026 may amount to no more than SEK 25 million, as prescribed by Viaplay Group’s financing agreements. The cost for the program will be distributed over the years 2026‒2029. The total estimated cost includes salary costs of SEK 20.2 million, social security costs of SEK 7.1 million and administration costs of approximately SEK 0.9 million. The calculation of total salary costs is based on the maximum number of Performance Share Awards being delivered to Participants given performance condition fulfilment, calculated with an annual attrition rate of 10 per cent and a share price at grant of Performance Share Awards of SEK 1.06. The calculation of social security costs is based on an estimated 12 per cent annual share price increase and an average annual social security tax rate of 24.73 per cent.

The costs are expected to have a limited effect on Viaplay Group’s key ratios.

Delivery of class B shares under LTIP 2026

To ensure the delivery of class B shares under LTIP 2026, the Board proposes that the Annual General Meeting resolves to authorise the Board to resolve on repurchase and transfer of own class B shares in accordance with items 19 (b)‒(c) below.

Preparation and administration of LTIP 2026

In accordance with guidelines provided by the Board, the incentive program has been prepared by the Remuneration Committee together with external advisors.

The Board or the Remuneration Committee shall be responsible for preparing the detailed terms and conditions of LTIP 2026, in accordance with the terms and guidelines resolved on by the Annual General Meeting. The Board or the Remuneration Committee are authorised to make necessary adjustments to fulfil local legislation, market prerequisites and restrictions in certain jurisdictions or if delivery of shares to persons outside of Sweden cannot be achieved at reasonable costs and with reasonable administrative efforts. Such authorisations may, e.g., include resolving that Participants may be offered a cash-based settlement. It is further proposed that the Board shall be entitled to make other adjustments, if it so deems appropriate, should changes occur in Viaplay Group or its operating environment that would entail that the adopted conditions for LTIP 2026 are no longer in line with its purpose. Any such adjustments shall only be made in order to fulfil the main objectives of LTIP 2026.

Authorisation for the Board to resolve to repurchase own class B shares (item 19 (b))

The Board proposes that the Annual General Meeting resolves to authorise the Board to resolve on acquisitions of the company’s own class B shares on the following terms and conditions:

1. Acquisitions of own class B shares may be made on Nasdaq Stockholm or another regulated market.

2. The authorisation may be exercised at one or several occasions before the 2027 Annual General Meeting.

3. Acquisitions of own class B shares may be made for a maximum amount of SEK 25 million.

4. A maximum number of own class B shares may be acquired so that the company’s holding of own shares at any given time does not exceed 10 per cent of all shares in the company.

5. Acquisitions of shares shall be made in accordance with the price limitations set out in the Nasdaq Nordic Main Market Rulebook for Issuers of Shares, which provides, among other things, that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on Nasdaq Stockholm. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made.

The purpose of the authorisation is to enable the Board to secure the delivery of class B shares to the Participants in LTIP 2026.

Transfer of own class B shares (item 19 (c))

The Board proposes that the Annual General Meeting resolves that class B shares that the company purchases by virtue of the authorisation to repurchase its own class B shares in accordance with item 19 (b) above, or that are otherwise held by the company, may be transferred to Participants in LTIP 2026 on the following terms and conditions:

1. Transfers of own class B shares may be made of up to the number of class B shares that the company repurchases by virtue of the authorisation in accordance with item 19 (b) above or that is otherwise held by the company.

2. The right to receive class B shares free of charge shall, with deviation from the shareholders’ preferential rights, be granted to Participants within Viaplay Group covered by the terms and conditions pursuant to LTIP 2026. Furthermore, subsidiaries within Viaplay Group shall, with deviation from the shareholders’ preferential rights, have the right to acquire shares, free of consideration, and such subsidiaries shall be obligated to immediately transfer, free of consideration, the shares to Participants covered by the terms and conditions of LTIP 2026.

3. The transfer of class B shares to Participants in LTIP 2026 shall be free of charge and be made at the time and on other terms specified in the terms and conditions of LTIP 2026.

4. The number of class B shares that may be transferred under LTIP 2026 shall be subject to re-calculation in the event of any new share issues, share splits, share consolidations and/or other similar corporate events.

Other incentive programs

Viaplay Group currently has one LTIP outstanding, which was launched in 2025 and comprises a maximum of 31,341,244 class B shares in Viaplay Group. Similarly to the proposed LTIP 2026, the LTIP 2025 is a performance‑based share program with performance and vesting periods of three years from allotment, until the time of the publication of Viaplay Group’s interim report for the first quarter of 2028 or in certain cases five years. To learn more about outstanding incentive programs, please refer to Viaplay Group’s Annual Report 2025.

MISCELLANEOUS
Authorisation

The Board, or such person that the Board may appoint, shall be authorised to make the minor adjustments in the resolutions adopted by the Annual General Meeting as may be required in connection with registration with the Swedish Companies Registration Office and Euroclear.

Number of shares and votes

There are a total number of 4,579,122,244 registered shares in the company, of which 411,528 class A shares, 4,577,821,216 class B shares, and 889,500 class C shares. The total number of votes in Viaplay Group is 4,582,825,996 based on the number of registered shares. As of the date of the disclosure of this notice, 31,341,244 class B shares and 889,500 class C shares are held in treasury by Viaplay Group.

Shareholders’ right to request information

At the request of any shareholder, the Board and the Chief Executive Officer shall at the Annual General Meeting provide information on any circumstances that (i) may affect the assessment of a matter on the agenda, (ii) may affect the assessment of the company’s or a subsidiary’s financial situation, or (iii) concerns the company’s relation to another group company, provided that the Board believes it would not be of significant detriment to the company.

Certain majority requirements and conditions with respect to the proposed resolutions under item 19

The resolution of the Annual General Meeting to implement LTIP 2026 according to item 19 (a) above is conditional upon the Annual General Meeting resolving in accordance with the proposals to repurchase and transfer own class B shares pursuant to items 19 (b)‒(c) above. Items 19 (a)‒(c) are therefore to be resolved jointly. As a result, the resolutions under items 19 (a)‒(c) require approval of at least nine-tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting.

Documentation

The Nomination Committee’s motivated statement explaining its proposals regarding the Board and information on the proposed members of the Board will be made available in the documentation for the Annual General Meeting on Viaplay Group’s website at www.viaplaygroup.com/general-meetings.

The Annual Report 2025, the Auditor’s Report, the consolidated financial statements and the consolidated Auditor’s Report, the Remuneration Report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act, the Auditor’s statement pursuant to Chapter 8, Section 54 of the Swedish Companies Act regarding whether the guidelines for remuneration to senior executives adopted by the Annual General Meeting have been complied with, the full proposed guidelines for remuneration to senior executives, and the motivated statement of the Board pursuant to Chapter 19, Section 22 of the Swedish Companies Act will be available on Viaplay Group’s website, www.viaplaygroup.com/general-meetings, and at Viaplay Group’s premises at Ringvägen 52, SE-118 67 Stockholm, Sweden, no later than three weeks prior to the Annual General Meeting. The documents will also be sent to those shareholders who so request and state their postal or ‑email address. The documentation can be ordered by telephone at +46 (0)8-402 58 78, by ‑email to generalmeetingservice@euroclear.com, or by post at the address Viaplay Group AB (publ), “AGM 2026”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden.

Processing of personal data

For information on how your personal data is processed in connection with the Annual General Meeting, please visit www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and www.viaplaygroup.com/general-meetings. If you have any questions regarding Viaplay Group’s data handling processes or wish to exercise your rights, please contact us at dpo@viaplaygroup.com.

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Stockholm in April 2026
THE BOARD
VIAPLAY GROUP AB (PUBL)