1st Apr 2026 12:30
The shareholders of Starbreeze AB (publ), Reg. No. 556551-8932, are given notice of the Annual General Meeting to be held on Tuesday 12 May 2026 at 11.00 CEST in Starbreeze’ premises at Birger Jarlsgatan 61, Stockholm, Sweden. Registration for the meeting starts at 10.30 CEST.
The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the Annual General Meeting also by postal voting.
Right to participate and notification
Participation in the meeting room
A) Anyone wishing to attend the meeting room in person or through a representative must:
be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Monday 4 May 2026, andgive notice of participation no later than on Wednesday 6 May 2026 to the address Starbreeze AB, â€Annual General Meeting 2026â€, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or via the company’s website www.starbreeze.com.The shareholder shall in such notification include name, personal identification number or corporate registration number, address, telephone number and number of possible assistants (maximum two). If shareholders are represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. If the power of attorney has been issued by a legal entity, a registration certificate or equivalent authorization document must be attached. A power of attorney is valid one year from its issue or such longer time period as set out in the power of attorney, however not more than five years. In order to facilitate the registration process at the Annual General Meeting, the power of attorney together with registration certificate and any other authorization documents should be received by the company at the address above no later than Wednesday 6 May 2026. Proxy forms are available on the company’s website, www.starbreeze.com.
Participation by postal vote
B) Anyone wishing to attend the meeting by postal vote must:
be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Monday 4 May 2026, andgive notice of participation no later than Wednesday 6 May 2026, by casting its postal vote in accordance with the instructions below so that the postal vote is received by Euroclear Sweden AB no later than that day.Anyone who wishes to attend the meeting room in person or through a representative must give notice in accordance with the instructions stated under A) above. Hence, a notice through postal voting only is not sufficient for those who wishes to attend the meeting room.
A special form must be used for the postal vote. The form for postal voting will be available on the company's website www.starbreeze.com no later than three weeks before the Annual General Meeting. Completed and signed forms for postal voting can be sent by mail to Starbreeze AB, â€Annual General Meeting 2026â€, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by e-mail to [email protected] (state “ Starbreeze AB â€" Postal voting†in the subject line). Completed forms must be received by Euroclear Sweden AB no later than Wednesday 6 May 2026. Shareholders may also cast their votes electronically through verification with Bank-ID. A link to electronic postal voting is available on the company’s website, www.starbreeze.com, and via https://anmalan.vpc.se/EuroclearProxy.
The shareholders may not provide special instructions or conditions to the postal vote. If so, the postal vote in its entirety is invalid. Further instructions and conditions can be found in the postal voting form.
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company's website www.starbreeze.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.
Nominee-registered shares
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general meeting, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date Monday 4 May 2026. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than Wednesday 6 May 2026 will be taken into account in the presentation of the share register.
Proposed agenda
Opening of the meetingElection of Chairman of the meetingPreparation and approval of the voting listApproval of the agendaDetermination as to whether the meeting has been properly convenedElection of one or two persons to verify the minutesPresentation ofthe annual accounts and the auditor’s report as well as the consolidated accounts and the auditor’s report on the consolidated accounts, andthe auditor’s statement on whether the guidelines for remuneration to senior executives, which have applied since the 2023 Annual General Meeting, have been followedResolution onadoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet,allocation of the company’s profits or losses in accordance with the adopted balance sheet, anddischarge from liability of the Board members and the CEODetermination of the number of Board members, deputy Board members and auditors to be elected by the MeetingDetermination of remuneration to the Board members and the auditorElection of the Board members and Chairman of the Board of DirectorsElection of auditorResolution on approval of the remuneration reportResolution on authorizing the Board of Directors to resolve upon new issuesClosing of the meetingProposals for resolutionThe Nomination Committee, whose members have been appointed in accordance with the procedure adopted by the 2023 Annual General Meeting, has consisted of Christoffer Saidac (appointed by Digital Bros S.p.A), Ian Gulam (appointed by Embracer AB), Michael Hjorth (appointed by Indian Nation AB) and Emanuel Lipsch¼tz (appointed by Spiky Investments AB, Strongvault Capital AB and himself). The Chairman of the Board, J¼rgen Goeldner, has been co-opted to the Nomination Committee, and Christoffer Saidac has served as Chairman of the Nomination Committee.
Election of Chairman of the Meeting (item 2)The Nomination Committee proposes that attorney-at-law Bj¶rn Kristiansson be appointed Chairman of the Meeting.
Preparation and approval of the voting list (item 3)The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of the company, based on the Annual General Meeting’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Allocation of the company’s profits (item 8b)The Board of Directors proposed that the Annual General Meeting resolves that no dividend be paid to the company’s shareholders for financial year 2025.
Determination of the number of Board members, deputy Board members and auditors (item 9)The Nomination Committee proposes that the Board of Directors shall consist of four members without deputies. The Nomination Committee proposes that one auditor without deputy auditor be appointed.
Determination of remuneration to the Board members and the auditor (item 10)The Nomination Committee proposes that, as remuneration to the Board of Directors for the period until the Annual General Meeting in 2027, SEK 750,000 be paid to the Chairman of the Board and SEK 280,000 to each of the other Board members. No remuneration is proposed to Stefano Salbe, who is a full-time employee of the majority shareholder Digital Bros. A fee of SEK 175,000 is proposed for the Chairman of the Audit Committee and SEK 65,000 for each other member. A fee of SEK 50,000 is proposed for the Chairman of the Remuneration Committee and SEK 40,000 for each other member. The proposed remunerations remain unchanged compared to 2025.
In addition, the Nomination Committee proposes that a special fee framework be created to enable additional committee work, for the Board of Directors' and management's in-depth strategy development, provided that the Board of Directors resolves to establish such an additional committee (preliminarily named Strategy Committee). In the event that the Board of Directors establishes such a committee, additional remuneration shall be paid to such Board members who are part of and fully participate in such committee work, up to a total framework of SEK 150,000 on an annual basis. Unless the Board of Directors unanimously agrees on a different distribution, the fee shall be distributed equally among the Board members who participate fully in such committee work.
The Nomination Committee proposes that fees to the auditor be paid in accordance with invoices approved by the company.
Election of Board members and Chairman of the Board (item 11)The Nomination Committee proposes that for the period until the next Annual General Meeting, re-election be made of J¼rgen Goeldner, Michael Hjorth, Stefano Salbe and Cecilia Tosting.
The Nomination Committee further proposes re-election of J¼rgen Goeldner as Chairman of the Board of Directors.
Election of auditor (item 12)The Nomination Committee proposes, in accordance with the Audit Committee's recommendation, re-election of -hrlings PricewaterhouseCoopers AB as auditor. -hrlings PricewaterhouseCoopers AB has informed the company that the authorized public accountant Martin Johansson will be the company's auditor in charge.
Resolution on approval of remuneration report (item 13)The Board of Directors proposes that the Annual General Meeting resolves to approve the Board's report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution on authorizing the Board of Directors to resolve upon new issues (item 14)The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, on one or several occasions and until the end of the next Annual General Meeting, with or without deviation of the shareholders’ preferential rights, resolve to issue new shares of class B, or convertible bonds or warrants entitling to shares of class B, corresponding to no more than ten (10) percent of the total number of outstanding shares in the company on the date when the authorization is utilized for the first time (this does not prevent convertible bonds or warrants from being combined with conversion terms which, if applied, may result in a different number of shares), against payment in cash, through set off or payment in kind. The purpose of the authorization and reason for any deviation from the shareholders’ preferential rights is that the company shall be able to issue shares or other instruments in connection with acquisition of companies or businesses as well as to be able to execute issues with deviation from the shareholders’ preferential rights for the purpose of raising funds to the company, for example in connection with financing of game production. The issue price may not be lower than a fair market price. Other terms and conditions shall be determined by the Board of Directors and made on fair market terms.
The Board of Directors shall be authorized to make such minor formal adjustments to the resolution as may be necessary in connection with the registration with the Swedish Companies Registration Office.
The Annual General Meeting’s resolution to authorize the Board of Directors in accordance with this item requires that shareholders holding no less than two thirds of the votes cast as well as the shares represented at the Annual General Meeting vote in favour of the proposal.
Other information relating to the Annual General Meeting
Number of shares and votesAt the time of this notice there are a total of 1,624,438,244 shares in the company, of which 142,127,318 shares of class A with 10 votes each and 1,482,310,926 shares of class B with 1 vote each. The total number of votes in the company amounts to 2,903,584,106 votes. The company holds no own shares.
Right to informationThe Board of Directors and the CEO shall at the Annual General Meeting, if any shareholder so requests and the Board of Directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries’ financial position and the company’s relation to other companies within the group.
DocumentsForm of power of attorney are available at the company´s head office, Birger Jarlsgatan 61, SE-113 56 Stockholm, Sweden and on the company’s website, www.starbreeze.com.
The Nomination Committee’s reasoned statement, postal voting form, financial statements, audit report and other documentation that shall be available for the shareholders according to the Swedish Companies Act will be available at the company´s head office, Birger Jarlsgatan 61, SE-113 56 Stockholm, Sweden and on the company’s website, www.starbreeze.com, no later than three weeks before the Annual General Meeting.
The documents will be sent free of charge to shareholders who so request and state their address.
Processing of personal dataFor information on how your personal data is processed, seehttps://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
If you have questions regarding our processing of your personal data, you can contact us by emailing [email protected]. Starbreeze AB (publ) has company registration number 556551-8932 and the Board’s registered office is in Stockholm.
Stockholm in April 2026Starbreeze AB (publ)The Board of Directors
For more information, please contact:J¼rgen Goeldner, Chairman of the Board[email protected]
The information was submitted for publication, through the agency of the contact person set out above, at 14.30 CEST on 1 April 2026.
About StarbreezeStarbreeze is an independent developer, creator, publisher and distributor of PC and console targeting the global market. Housing the smash hit IP PAYDAY, Starbreeze develops games based on proprietary and third-party rights, both in-house and in partnership with external game developers. Starbreeze shares are listed on Nasdaq Stockholm under the tickers STAR A and STAR B. For more information, please visit www.starbreeze.com
AttachmentsStarbreeze Notice Of AGM 12 May 2026