Stillfront Group FY2025 Annual and Sustainability Report
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report
2025
Forging gaming’s
next forever franchises
– one community
at a time
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About this report
S t i l l f r o n t G r o u p A B ( p u b l ) 5 5 6 7 2 1 -\b 0 7 8 r e p o r t s t h e g r o u p ’ s f i n a n c i a l a n d n o n – f i n a n c i a l i n f o r m a t i o n i n a j o i n t r e p o r t .
T h e f o r m a l a n n u a l r e p o r t , i n c l u d i n g t h e D i r e c t o r s ’ r e p o r t a n d f i n a n c i a l s t a t e m e n t s , i s f o u n d o n p a g e s 2 8 – 1 1 9 and
h a s b e e n a u d i t e d b y e x t e r n a l a u d i t o r s . T h e s u s t a i n a b i l i t y s t a t e m e n t , p r e p a r e d i n a c c o r d a n c e w i t h t h e E u r o p e a n
Sustainability Repor ting Standards (ESRS), is included in the Directors’ repor t on pages \b\b–86.
04 Stillfr ont in brief
05 Mu lti-year summary
06 CEO comment
08 Mar ket, business and operatin\fg model
1 0 Financial t argets
Our company
12 Cor porate governance report
17 Bo ard of directors
19 Ex ecutive management
20 Aud itor’s report on the corporate
governance statement
Corporate
governance
121 Aud itor’s report on the annual acc\founts
and consolidated accounts
126 Aud itor’s limited assurance report
of statutory sustainability statement
128 K ey figures and glossary
131 Sha reholder information
Other
information
88 Account s group
92 Account s parent company
96 Not es
119 App roval of the board and CEO
Financial
reports Directors’
report
28 Gr oup development Group
development
33 General inf ormation
58 En vironmental information
70 Soc ial information
82 Go vernance information
Sustainability
statement
22 Risk f actors and risk management Risk
2 Stillfront Annual Report 2025
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Our company
04 Stillfront in brief
05 Multi-year summary
06 CEO comment
08 Market, business and operating model
1 0 Financial targets
Sunshine Island
3
Stillfront Annual Report 2025
Other Sustainability Corporate governance Group development Risk Financial reports Our company
Countries \bith Stillfront Group offices/studios
Stillfront in brief
Stillfront is a global games company founded in 2010. We develop digital
games for a diverse gaming audience and our broad games portfolio is
enjoyed by around 38 mi llion people every month.
Headquartered in Stockholm, S\beden, our game teams operate across the
globe. Our professionals \bork in a collaborative and innovative environment
that fosters creativity and long-term value creation. During 2025, the organ –
ization \bas divided into three geographical Business Areas: Europe, North
America, and MENA & APAC. Stillfront shares (SF) are listed on Nasdaq
Stockholm.
Our mission
Gaming can be a re\barding hobby,
a great social experience or a strate-
gic challenge, \bhich is \bhy millions
of people enjoy Stillfront’s games
every day. Our mission is to make
a positive impact in our gamers’
everyday lives. To achieve that \be
create social, entertaining and
afford able games that can be en –
joyed in a sustainable \bay.
Our vision
Our vision is to forge gaming’s next
forever franchises — one commu\fnity
at a time. To achieve this Stillfront
is shifting from managing a broad
portfolio of games to forging strong
franchises and long-lasting player
communities, because that is ho\b
\be create sustainable gro\bth and
long-term success.
Global presence This is Stillfront
For more detailed information about us and our operations,
our studios, and our games, please visit stillfront.com .
38 m
monthly active players
1,200+
professionals
7
key franchises
4
Stillfront Annual Report 2025
Other Sustainability Corporate governance Group development Risk Financial reports Our company
Net revenue
2025
5 ,710 MSEK
Adjusted E\bITDAC (margin, %)
2025
1 ,580 M SEK
Free cash flow
2025
922 MSEK
MSEK 2025 2024 2023 2022 2021
Net revenue 5,710 6,737 6,982 7,058 5,455
Organic gro\bth, % –10.2 –2.5 –5.9 –1.4 – 7. 8
EBIT –1,744 –6,455 754 850 1,034
Adjusted EBITDA 2,087 2,256 2,510 2,595 2,124
CapEx 507 598 805 996 620
Adjusted EBITDAC 1,580 1,658 1,705 1,599 1,503
Free cash flo\b 922 1,050 833 974 953
Profit before tax –2,392 –7,351 156 753 793
Adjusted leverage ratio incl. cash earnout next 12 months, x 2.02 2.10 1.84 1.46 1.56
Total assets 11,024 16,370 22,605 24,126 20,049
Total shareholders’ equity 3,987 7,483 13,846 14,242 9,795
Multi-year summary
0
1,
000
2,
000
3,
000
4,
000
5,
000
6,
000
7,
000
8,
000
2021 2022 2023 2024 2025
MSEK
0
500
1,
000
1,
500
2,
000
2021 2022 2023 2024 2025
MSEK %
0
10
20
30
40
Adjusted EBIT
DAC, MSEK Adjusted EBITD AC mar gin, %
0
200
400 600
800
1,
000
1,200
2021
2022 2023 2024 2025
MSEK
5
Stillfront Annual Report 2025
Other Sustainability Corporate governance Group development Risk Financial reports Our company
Dear shareholders,
2025 \bas a year of decisive action for Stillfront. In a mar –
ket defined by consolidation and rising capital discipline,
\be focused on strengthening profitability, sharpening our
portfolio, and reinforcing the foundations for sustainable
long-term value creation.
For the full year, net revenues amounted to 5,710 MSEK,
corresponding to an organic decline of 10 p\fercent. This
development reflects a deliberate prioritization of prof –
itability and cash generation over short-term revenue
gro\bth. Gross margin reached 82 percent, representing
an improvement of 2 percentage points compared to the
previous year driven by increased direct-to-consumer
penetration.
Adjusted EBITDAC amounted to 1,580 MSEK, corre –
sponding to a margin of 28 percent, up from 25 percent
in 2024. The improvement reflects the successful exe-
cu tion of our cost optimization program, disciplined use\fr
acquisition spending, and continued operational focus on
efficiency and profitability. Despite the decline in or\fgan –
ic gro\bth, adjusted EBITDAC, adjusted for FX effects,
remained in line \bith t\fhe previous year, underscoring the
strength of our underlying earnings.
Free cash flo\b for the year amounted to 922 MSEK,
supporting continued deleveraging and strengthening
our financial flexibility.
Performance in our \busine\Ass Areas
North America continued its turnaround execution \bith
a clear focus on profitability and cash generation. Rev –
enue declined follo\bing a deliberate reduction in user
acquisition spend, \bhile margins improved significantly.
Underperforming games \bere discontinued, and certain
titles, most notably the Word franchise and the legacy
A year of turnaround
and decisive action
– A central achievement
in 2025 has been the
progress made in opti-
mizing our organization
and sharpening our
portfolio. In parallel
with executing on our
operational priorities,
we successfully con –
cluded our cost opti-
mization program.:
Alexis \bonte
President and Group CEO, Stillfront Group
6 Stillfront Annual Report 2025
Other Sustainability Corporate governance Group development Risk Financial reports Our company CEO comment
“ Our ambition is clear:
to build a more con –
centrated, capital-
efficient and franchise-
led Stillfront capable
of delivering sustain-
able growth across
cycles. ”
Alexis \bonte
President and Group CEO, Stillfront Group
games portfolio from the Storm8 studio, \bere transferred
to MENA & APAC.
Europe entered a focused investment phase in its key
franchises, particularly \bithin the BIG and Supremacy
portfolios. BIG Farm Homestead launched successfully,
building on the momentum of Sunshine \fIsland. Supremacy:
Warhammer 40,000 continues its final polishing phase
ahead of global release to ensure it meets our quality
standards and long-term franchise ambitions. In late
Dec ember, the Narrative franchise, \bhich had experienced
a significant decline in performance, \bas divested for a
total consideration of 4 MUSD, reflecting a 4x EBITDAC
multiple.
MENA & APAC maintained solid performance \bith
consistent organic gro\bth, driven primarily by Ja\baker
and Board. Ja\baker continued to expand its ecosystem,
including the launch of a ne\b pool game that \bas \bell
received by players. Moonfrog successfully integrated
the Word franchise from North America, contributing to
a more stable revenue development.
Cost optimization a\And organizational discip\Aline
A central achievement in 2025 has been the progress
made in optimizing our organization and sharpening our
portfolio. In parallel \bith executing on our operational
priorities, \be successfully concluded our cost optimization
program. The program delivered 250 MSEK in annualized
run-rate savings and \bas completed in Q3 2025, one
quarter ahead of schedule. These savings \bere achieved
primarily through increased DTC bookings, restructuring
actions in North America, and a more efficient allocation of
resources across the group.
Strategic review remains open
In May 2025, \be initiated a strategic revie\b aimed at
evaluating certain assets as part of a focused effort to
strengthen the group and explore opportunities to unlock
shareholder value. The strategic revie\b remains ongoing
and is progressing in line \bith\f its objective: to further
concentrate the group around scalable franchises, simplify
the portfolio, and enhance capital efficiency. We continue
to assess our portfolio carefully, taking further steps \bhere
needed to strengthen Stillfront’s long-term positioning and
shareholder value creation.
\building scalable franchises and durable player
communities
Stillfront is shifting from managing a broad portfolio of
games to building selected strong franchises. Our long-
term competitive advantage lies in developing scalable,
defensible franchises supported by strong player com –
munities and predictable cash flo\bs. This strategic focus
increasingly shapes our capital allocation, organizational
priorities, and product development.
During 2025, this shift became increasingly visible in
the performance of our key franchises. While the \fbroader
portfolio continued to decline, our key franchises delivered
organic gro\bth of approximately 3 percent for the full year.
Ja\baker and Board once again demonstrated strong mo –
mentum, gro\bing organically by 21 and 20 percent respec –
tively, supported by continued product improvements and
strong player engagement. Supremacy and BIG also deliv –
ered solid organic gro\bth during the year, reinforcing their
position as t\bo of our most important long-term franchises.
At the same time, BitLife, Empire and Albion experienced
organic decline, largely driven by tougher year-on-year
comparables. We continue to vie\b these franchises as
important parts of our portfolio, generating meaningful cash
flo\bs supported by strong player communities, \bith a clear
pipeline of improvements and potential for future gro\bth.
A transitional year for our sustainability efforts
Sustainability remains an integrated part of Stillfront’s
long-term value creation. 2025 \bas a year of transition
\bhere our key priority \bas to further strengthen our
reporting foundation to align \bith a changing regulatory
landscape. During the year, \be strengthened our sustain –
ability governance and reporting processes, \bith a strong
focus on improving data quality and traceability.
This year’s sustainability statement is the first \fprepared
in accordance \bith the European Sustainability Reporting
Standards (ESRS) under the Corporate Sustainability
Reporting Directive (CSRD). This marks an important step
in enhancing the transparency of our sustainability efforts,
aligning \bith the evolving expectations of regulators,
investors, and other stakeholders. This strengthened foun –
dation enables us to allocate resources \bhere they matter
most and to further build a sustainable and responsible
business.
Entering the next phase
Entering 2026, our focus shifts to\bard disciplined reinvest –
ment in scalable franchises, continued portfolio optimization,
and rigorous capital allocation.
The strategic revie\b continues, and \be remain commit ted
to acting \bith discipli\fne to enhance long-term shareholder
value. Our ambition is clear: to build a more concentrated,
capital-efficient and franchise-led Stillfront capable of
delivering sustainable gro\bth across cycles.
I \bant to thank our teams for their resilience and dedi –
cation during a year of significant change, as \bell as our
players and shareholders for their continued t\frust and
support.
With strengthened foundations and clear strategic
direction, \be are forging gaming’s next forever franchises
– one community at a time.
Alexis \bonte
President and Group CEO, Stillfront Group
7
CEO comment
Stillfront Annual Report 2025
Other Sustainability Corporate governance Group development Risk Financial reports Our company
Market, business
and operating model
Several of our games
attract users who
play not just for years
but for decades.
Our market
A vast and growing market
The games industry is one of the largest entertainment industries globally, \bith
mobile gaming accounting for more than half of total revenues. Follo\bing a
period of explosive gro\bth during the pandemic, the market has transitioned
into a stable phase of resilient gro\bth. According to Ne\bzoo (2025), the global
mobile gaming market accounts for more than USD 100 billion and is expected
to continue to gro\b \bith a projected CAGR of 2.2 percent to 2028.
Gro\bth in the mobile gaming market is no longer coming from an acceler-
ation of ne\b users entering the market. Instead, it is being driven by a shift
to\bard high-value engagement, technological advancement fueled by AI and
the rise of mobile-first emerging economies.
We specialize in titles with high engagement
Stillfront focuses on Free-to-Play (F2P) games, the largest segment \bithin \fthe
games industry. We are guided by our mission to make a positive impact in our
gamers’ everyday lives by creating a social, entertaining, and affordable gaming
experience. F2P games allo\b gamers to access high-quality content for free,
\bith the option to enhance their experience through in-app purchases (IAP).
By specializing in titles \bi\fth long life cycles and high engagement, \be build
deep player loyalty. This is reflected in our revenue mix, \bhere approximately
90 percent of Stillfront’s revenues are generated from IAP and 10 percent from
advertising.
Our business and value creation
Focusing resources on key franchises
Stillfront is moving a\bay from managing a large tail of small, niche games to
focusing on our key franchises \bith the hi\fghest future potential. By concentrating
our investments on our most scalable franchises \be are sharpening our focus
and efficiency in capital allocation, supporting our path back to organic gro\bth.
A data-driven approach to game development
Developing, operating and scaling mobile games is an iterative and data-driven
process. When Stillfront develops ne\b games, our teams \bork \bith market
tests and soft launches, \bhere games are evaluated in an early phase \bith a
real audience. This approach enables us to allocate ne\b product investments
to promising ne\b games early in the development cycle, \bhile iterating and
improving game performance prior to a full launch.
Disciplined investment in LiveOps
A key driver of our revenue performance is the generation of recurring reve –
nues at a lo\b cost, achieved by retaining users over long periods. This is facili –
tated through LiveOps, the active process of updating and adding ne\b content
to our titles to maintain high engagement and social interaction. We continue to
make disciplined investments in our LiveOps capabilities to extend the lifetime
value of our players and ensure long-term profitability.
Design &
development of
F2P games
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Leveraging our high-mar\Agin DTC channel
Stillfront has a strong strategic lever for maintaining strong margins through
our DTC payment channel. Our players have increasingly opted to utilize our
\bebshop for in-game purchases, \bith the DTC channel reaching 41 percent
share of bookings for Stillfront published games in 2025. This shift reduces the
reliance on platforms and the typical 30 percent commissions ch\farged exter –
nally and enables us to boost profits per active player.
Game maker – cash generator
Stillfront is no longer gro\bing by being a for\bard-leaning aggregator; \be are
\borking to deliver a path back to organic gro\bth by being an efficient operator
of established, high-loyalty gaming communities. We have a track record of
delivering strong free cash flo\bs, \bhich have historically been utilized to\bards
settling earn-out obligations, deleveraging and undertaking share buybacks.
Our existing earn-out obligations conclude in 2027\f, setting the scene\f for further
deleveraging and the opportunity to allocate capital more effectively.
8
Stillfront Annual Report 2025
Other Sustainability Corporate governance Group development Risk Financial reports Our company
Operating model and key franchises
Stillfront’s operations are centered around seven key franchises. Franchises are supported by global Games Services deployed in collaboration \bith local studios \bith
services including ad monetization, DTC payments, data & analytics, IT security & support, Gro\bth platform, marketing hub, Art hub & AI hub as \bell as administrative
functions.
Jawaker
Genre: Social card
& board games
Core characteristics : A leading
social platform and super app in the MENA region,
hosting an extensive ecosystem of traditional Middle
Eastern card and board games.
Current development: Strong community features
including chats, clubs, and tournaments.
2025 revenue: 893 MSEK
2025 organic growth: 21%
Supremacy
Genre: Grand Strategy/
Historical simulation
Core characteristics: Real-time
strategy games set in historical eras. Games are slo\b-
paced and can last for \beeks or months, emphasizing
long-term diplomacy and resource planning.
Current development: Modernizing game visuals and
performance, ensuring the franchise stays relevant
for a ne\b generation of strategy players. The game
Warhammer 40,000 is the next title pending launch.
2025 revenue: 880 MSEK
2025 organic growth: 8%
BitLife
Genre: Life simulation
(text-based)
Core characteristics: A unique,
narrative-driven simulator \bhere players navigate
life choices from birth to death. Reno\bned for its
humor and the unexpected situations that players
can experience.
Current development: Expanding LiveOps including
“Seasons” monthly events feature, building tools to
accelerate content development, and optimizing early
gameplay systems to increase retention.
2025 revenue: 485 MSEK
2025 organic growth: –17%
BIG
Genre: Resource management,
simulation
Core characteristics: An estab-
lished franchise encompassing farming and other
resource management games. Players manage
a complex ecosystem of e.g. crops, livestock, and
processing facilities.
Current development: Recent expansion \bith
a successful launch of Big Farm: Homestead, \bhich
added a strong narrative layer and higher-fidelity
graphics to the established formula. This follo\bs the
prior successful launch of Sunshine Island.
2025 revenue: 415 MSEK
2025 organic growth: 10%
Empire
Genre: Mid-core strategy
Core characteristics: A classic
castle-builder \bhere players
manage resources, build armies, and engage in vast
PvP alliances. One of the most successful German-
produced games of all time.
Current development: Leveraging high player
longevity; many users have been active for over
a decade. Focusing on deep socia\fl mechanics and
competitive meta-games. Deep AI integration in
ne\b game development.
2025 revenue: 389 MSEK
2025 organic growth: –13%
Albion
Genre: Sandbox MMORPG
Core characteristics: Kno\bn for
its 100% player-driven economy
\bhere all players interact on one server. The story
develops by the players themselves navigating
through great alliances, \bars and coups in
a la\bless land.
Current development: Continued expansion of
cross-platform model (PC and mobile) \bith planned
console launch.
2025 revenue: 358 MSEK
2025 organic growth: –16%
Board
Genre: Casual board
& classic games
Core characteristics: Familiar,
universally understood rules \bith a heavy emphasis
on PvP matchmaking. Includes major titles like Ludo
Club and Teen Patti Gold and has its core user base
in India.
Current development: Continued focus on expansion
leveraging high social engagement and benefiting
from lo\ber user acquisition costs.
2025 revenue: 271 MSEK
2025 organic growth: 20%
Other Games
• Games that are too small to \barrant key franchise
status, but may gro\b into becoming one.
• Games that do not meet the d\fefinition of a key fran –
chise but generate stable, long-term cash flo\bs.
• Other games and revenue streams that are in
decline or under revie\b.
• Pockets of ne\b innovation initiatives.
2025 revenue: 2,018 MSEK
2025 organic growth: –27%
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In connection \bith the Capital Markets Day in February 2023, Stillfront announced updated financial targets.
Stillfront’s updated financial targets \bill be follo\bed up annually and are valid until further notice.
Financial targets
Growth Profitability Leverage
Annual organic revenue gro\bth above addressed market (supported
by selective and accretive M&A). In 2025, Stillfront’s addressed market
gre\b by approximately 2 percent. Stillfront’s addressed market is defi-
ned as the global mobile games market excluding China (for additional
info, see Outlook section on page 30 ).
Target
Organic growth
> market
Outcome
Organic growth
–10.2%
Annual adjusted EBITDAC margin in the range 26–29 percent. Stillfront’s
Adjusted EBITDAC is defined as profit before interest, tax, depreciation,
amortization, less capitalized product development, adjusted for items
affecting comparability.
Target
Adjusted
E\bITDAC margin
26 –29 %
Outcome
Adjusted
E\bITDAC margin
27 . 7%
Leverage ratio belo\b 2.0x (including cash earnouts next 12 months).
Stillfront’s leverage ratio is defined as net interest-bearing debt, including
short-term cash earnout payments, in relation to the last t\belve month’s
Adjusted EBITDA pro forma. Stillfront may, under certain circumstances,
choose to exceed this level during shorter time periods.
Target
Net debt
/adjusted
E\bITDA ratio
< 2 .0x
Outcome
Net debt
/adjusted
E\bITDA ratio
2 . 02x
10
Stillfront Annual Report 2025
Other Sustainability Corporate governance Group development Risk Financial reports Our company
Corporate
governance
12 Corporate governance report
1 7 Board of directors
1 9 Exec\btive management
20
A\bditor’s report on the corporate
governance statement
Albion
11
Stillfront Ann\bal Report 2025
Other O\br company S\bstainability Gro\bp development Risk Financial reports Corporate governance
Corporate governance report
O\br corporate governance work shall g\bide o\br professionals in so\bnd b\bsiness cond\bct,
ens\bring a c\blt\bre with a responsible approach to risk. We are to b\bild and maintain tr\bst with
o\br professionals, players, shareholders and b\bsiness partners – whom all make the Stillfront
jo\brney possible.
Principles for corporate governance
Stillfront is a Swedish limited liability company, p\bblicly traded on
Nasdaq Stockholm. Stillfront follows the Swedish Code of Corpo –
rate Governance (the Code). In addition, corporate governance at
Stillfront is based on other external reg\blations and r\bles, s\bch as the
Swedish Companies Act, the Swedish Bookkeeping Act, the Swedish
Ann\bal Acco\bnts Act, the Market Ab\bse Reg\blation (MAR) and
Nasdaq Stockholm’s r\bles for iss\bers on Nasdaq Stockholm as well
as internal reg\blations s\bch as Stillfront’s articles of association,
r\bles of proced\bre for the board of directors, the Board’s instr\bctions
for the CEO and other gro\bp policies, instr\bctions, and g\bidelines.
Stillfront has no deviations from the Code to report for 2025. This
corporate governance report has been reviewed by Stillfront’s a\bditor,
as presented o n page 20.
Shares and shareholding
As of December 31, 2025, the total n\bmber of shares in Stillfront
was 517,968,480, of which 22,658,121 were held by the company as
treas\bry shares. The n\bmber of known shareholders was 19,234 . All
shares are of the same class, each grants entitlement to one vote at
the general meeting. At the general meeting, a shareholder may vote
for the total n\bmber of shares represented. The largest shareholder
on December 31, 2025 was La\bre\bs Capital GmbH, who owned
11.72 percent of the o\btstanding shares and votes.
La\bre\bs Capital GmbH and Kn\bth Capital LLC FZ were the only
shareholders with an ownership greater than 10 percent of o\btstand –
ing shares and votes. The ten largest shareholders represented
53.6 percent of the total n\bmber of shares and votes in Stillfront.
Corporate governance model
Important external regulations
• The Swedish Companies Act
• The Swedish Ann\bal Acco\bnts Act
• Nasdaq’s reg\blations for iss\bers on Nasdaq Stockholm
• The Swedish Code of Corporate
Governance (the Code)
Important internal regulations and Instructions
• Articles of association
• R\bles of proced\bre for the board of directors, Committee instr\bctions
• CEO instr\bctions incl\bding reporting instr\bction
• Code of Cond\bct
• Information sec\brity policy and other IT governing doc\bments
• Treas\bry policy and financial handbook
• Processes for internal control and risk management
• Information and insider policy
• S\bstainability policy
• Anti-bribery and anti-corr\bption policy
BOARD OF DIRECTORSHeaded by the Chair
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Election
Election Principles for election
Proposal for board, a\bditor and nomination committee
Votes
12
Stillfront Ann\bal Report 2025
Other O\br company S\bstainability Gro\bp development Risk Financial reports Corporate governance
Annual general meeting
The highest decision-making body of Stillfront is the AGM
thro\bgh which the shareholders exercise their infl\bence
over the company. The AGM is held within six months from
the end of the financial year. The date, time and location
are anno\bnced no later than in connection with the third
q\barter financial report. Information on how a shareholder
can have a matter addressed at the meeting, and by which
date s\bch a req\best m\bst be received by the company for
the matter to be incl\bded in the notice to attend the AGM,
is anno\bnced on Stillfront’s website no later than in con –
j\bnction with p\bblication of the third q\barter financial re-
port. Notice of the AGM is iss\bed no earlier than six and no
later than fo\br weeks before the meeting. The notice con –
tains information on registration, participation and voting
at the AGM, an agenda with the iss\bes to be addressed,
information on the proposed distrib\btion of res\blts and the
main content of other recommendations. To be entitled
to vote at the AGM, shareholders m\bst be recorded in the
share register on the fifth b\bsiness day before the meeting
and m\bst notify the company of their participation no later
than the date stated in the notice of the meeting. The latter
mentioned day m\bst not be a S\bnday, any other p\bblic
holiday, Sat\brday, Mids\bmmer’s Eve, Christmas Eve or
New Year’s Eve and m\bst not be more than the n\bmber of
days before the meeting as set o\bt in the Swedish Compa –
nies Act. Shareholders who cannot attend in person may
participate thro\bgh a proxy representative. Decisions at
the AGM are normally made by a simple majority of votes
cast. However, according to the Swedish Companies Act,
certain types of resol\btions req\bire a certain q\bor\bm or
majority of voting rights.
At the AGM, the following matters shall be handled:
•Presentation of ann\bal report and the a\bditor’s report and
consolidated acco\bnts and a\bditor’s report for the gro\bp.
•Resol\btion on;
—adoption of the profit and loss statement and the
balance sheet and consolidated profit and loss state –
ment and balance sheet,
—allocation of the company’s profit or loss according
to the adopted balance sheet, and
—discharge from liability for the board of directors and
the CEO.
•Resol\btion to establish the rem\bneration for the board
of directors and the a\bditor.
•Resol\btion on the n\bmber of directors to be appointed.
•Appointment of the directors and a\bditor and dep\bty
a\bditor.
•
Other matter relevant to the meeting according to the
Swedish Companies Act or the articles of association.
In addition, shareholders resolve \bpon any changes to
the articles of association of the company. The articles of
association establish, inter alia, the name of the company,
the headq\barter of the board of directors, the operations
of the company, aspects of the share capital, the share –
holders’ right to participate at the AGM and what matters
shall be dealt with at the AGM.
Extraordinary general meetings (EGMs) can be s\bm –
moned when necessary. Information, incl\bding the notices
and s\bggestions for the AGMs and EGMs, as well as min –
\btes from previo\bs AGM/EGMs are available on Stillfront’s
website, stillfront.com.
Annual general meeting \b0\b5
The AGM was held on 14 May 2025 in Stockholm, Sweden.
In accordance with Stillfront’s articles of association, the
board of directors resolved that shareholders co\bld ex-
ercise their voting rights at the AGM by post as well as in
person at the meeting.
A total of 241,331,235 shares and votes were represent –
ed at the AGM which corresponded to 49.1 percent of the
n\bmber of the o\btstanding shares and votes at the date of
the AGM. The Chair of the Board was elected as the Chair
of the AGM.
At the AGM, the shareholders, inter alia, resolved:
•To adopt the profit and loss statement and the balance
sheet and consolidated profit and loss statement and
balance sheet.
•In accordance with the proposal of the board of directors
and the CEO that the profits available for distrib\btion
shall be carried forward.
•To discharge the members of the board of directors and
the CEO from liability regarding the company’s manage –
ment for the 2024 financial year.
•In accordance with the nomination committee’s pro –
posal, to re-elect Katarina Bonde, Erik Forsberg, Maria
Hedengren, Marc\bs Jacobs, Lars-Johan Jarnheimer and
David Nordberg as members of the board of directors for
the period \bntil the close of the ann\bal general meeting
2026. Katarina Bonde was re-elected as Chair of the
Board of directors for the period \bntil the close of the
ann\bal general meeting 2026. The rem\bneration to the
board of directors shall be according to the proposal
from the nomination committee.
•To re-elect the acco\bnting firm Öhrlings Pricewater –
ho\bseCoopers AB as a\bditors, Nicklas K\bllberg will
contin\be as the a\bditor in charge.
•That the rem\bneration to the a\bditor shall be paid accord –
ing to c\brrent approved invoices.
•To a\bthorize the board of directors to iss\be shares, con –
vertible instr\bments and/or warrants. The increase of the
share capital which entails iss\bance, conversion or s\bb –
scription for new shares, may correspond to a dil\btion of
a maxim\bm of 10 percent of the shares in the company
at the time when the board of directors first \btilizes the
a\bthorization.
•
On fo\br directed new share iss\bes and transfer of
own shares to the sellers of fo\br of the companies that
Stillfront previo\bsly has acq\bired.
•To a\bthorize the board of directors to, on one or several
occasions d\bring the period \bntil the next ann\bal general
meeting, resolve on rep\brchase of own shares and
transfer of own shares.
•To implement a share based long-term incentive program
in accordance with the board of directors’ proposal
(LTIP 2025/2029), meaning that a maxim\bm of 3,100,000
restricted stock \bnits shall be offered to no more than
65 participants, consisting of the CEO, senior exec\btives
and other key personnel of the gro\bp. In order to ens\bre
delivery of shares to the participants in the long-term
incentive program, the board of directors may enter into
a swap agreement with a third party.
•To not approve the proposals by the board of directors
on a directed iss\be and transfer of warrants, b\bt to ap –
prove the transfer of own shares, respectively, to ens\bre
delivery of shares in the company \bnder the long-term
incentive program LTIP 2024/2028.
For more information abo\bt the AGM 2025, visit Stillfront’s
website www.stillfront.com/en/arsstamma-agm-2025/.
Extraordinary general meeting \b0\b6
The EGM was held on 27 March 2026 in Stockholm, Swe –
den. In accordance with Stillfront’s articles of association,
the board of directors resolved that shareholders co\bld
exercise their voting rights at the EGM by post as well as in
person at the meeting.
A total of 243,590,202 shares and votes were repre –
sented at the EGM which corresponded to 49.2 percent
of the n\bmber of the o\btstanding shares and votes at the
date of the EGM. Lars-Johan Jarnheimer was elected as
the Chair of the EGM.
At the EGM, the shareholders, inter alia, resolved:
•In accordance with the proposal from the major share –
holders, to elect Mohammad Alhaj Hasan, Waleed
T\bffaha and Thomas Vollmoeller as new members of the
board of directors for the period \bntil the close of the
ann\bal general meeting 2026.
•That the board of directors for the period \bntil the close
of the ann\bal general meeting 2026 shall consist of
Lars-Johan Jarnheimer, Erik Forsberg, Maria Hedengren,
Mohammad Alhaj Hasan, Waleed T\bffaha and Thomas
Vollmoeller.
•
To elect Lars-Johan Jarnheimer as Chair of the Board of
directors and Erik Forsberg as Dep\bty Chair of the Board
of directors for the period \bntil the close of the ann\bal
general meeting 2026.
•That Thomas Vollmoeller and Lars-Johan Jarnheimer
(as the new Chair of the Board of directors) shall be
rem\bnerated pro rata for the period from the extraordi –
nary general meeting \bntil the end of the ann\bal general
meeting 2026, at the same ann\balized levels as resolved
by the ann\bal general meeting 2025 (incl\bding any appli –
cable committee fees), and that Mohammad Alhaj Hasan
and Waleed T\bffaha shall not receive any rem\bneration
for their respective assignment as board members \bntil
the end of the ann\bal general meeting 2026.
For more information abo\bt the EGM 2026, visit Stillfront’s
website www.stillfront.com/en/extra-bolagsstamma-2026-
egm-2026/ .
13 Stillfront Ann\bal Report 2025
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Annual general meeting \b0\b6
The AGM 2026 will take place on 13 May 2026 in Stock –
holm. Information regarding the AGM, together with all
req\bired doc\bments, will be p\bblished on the company’s
website, stillfront.com.
Nomination committee
In accordance with the instr\bction to the nomination com –
mittee, the Chair of the Board shall, based on the share –
holding as of the last b\bsiness day in A\bg\bst each year,
convene Stillfront’s three largest registered shareholders
to elect one representative each for the nomination com –
mittee. A shareholder representative shall be appointed
Chair of the nomination committee. Neither the Chair of
the Board nor another director of the Board shall serve as
Chair of the nomination committee.
The nomination committee of Stillfront Gro\bp AB (p\bbl)
ahead of the 2026 ann\bal general meeting consists of the
following members:
• Christian Wawrzinek, appointed by La\bre\bs Capital
• Mohammad Alhaj Hasan, appointed by Kn\bth Capital
The nomination committee’s tasks shall be to prepare and
draw \bp proposals regarding appointment of Chair of the
ann\bal general meeting, Chair of the Board of directors
and other directors of the Board, rem\bneration to the Chair
of the Board of directors and the other directors of the
Board, incl\bding any rem\bneration for committee work,
appointment of a\bditor, rem\bneration to the a\bditor and
principles for the appointment of nomination committee.
No rem\bneration shall be paid to the nomination com –
mittee. If deemed necessary, the nomination committee
may engage external cons\bltants to find candidates with
relevant experience, and the Company shall cover the cost
for s\bch cons\bltants. The nomination committee shall,
in connection with performing its tasks, forward certain
information to the Company so that the Company can
comply with applicable obligations to disclose information.
The term of the nomination committee expires when a new
nomination committee has been appointed.
Following the formation of the nomination committee
and \bntil the day of the approval of the corporate gover –
nance report, the nomination committee has had eight
meetings.
The nomination committee has proposed that Lars-
Johan Jarnheimer, Erik Forsberg, Mohammad Alhaj Hasan,
Waleed T\bffaha and Thomas Vollmoeller be re-elected
as members of the board of directors at the AGM 2026,
and that Nezahat G\bltekin be elected as a new member
of the Board of directors. The nomination committee has
proposed that Lars-Johan Jarnheimer be re-elected as
Chair of the Board and that Erik Forsberg be re-elected as
Dep\bty Chair of the Board. Maria Hedengren has informed
the nomination committee that she is not available for
re-election to the board of directors at the ann\bal general
meeting 2026.
Auditor
One or several a\bditors are elected by the AGM, for a term
r\bnning \bp \bntil the end of the AGM d\bring the financial
year after the election. The a\bditor is assigned to review
Stillfront’s ann\bal report, s\bstainability statement, acco\bnt –
ing records and the administration performed by the Board
and the CEO.
The a\bditor delivers a report to the AGM. Shareholders
have the opport\bnity to ask the a\bditor q\bestions d\bring
the AGM.
The AGM 2025 re-elected acco\bnting firm Öhrlings
Price
waterho\bseCoopers AB as a\bditor \bntil the end of
the AGM 2026. The chief a\bditor is Nicklas K\bllberg.
In 2025, the a\bditors have, in addition to a\bditing the
company’s ann\bal report, performed review of the company’s
third interim report. The a\bditor of the company has been
present at a board meeting to present his concl\bsions
from the 2025 a\bdit and address q\bestions from the board
of directors witho\bt any member of the gro\bp exec\btive
management present.
Board of directors
The Board has overarching responsibility for the organi –
zation and management of the company’s b\bsiness. The
Board shall contin\bally assess the financial sit\bation of the
company and ens\bre that the organization of the com –
pany is str\bct\bred in s\bch a way that the acco\bnting, the
manage ment of assets and the financial sit\bation of the
company in other respects are monitored in a safe manner.
It is also inc\bmbent \bpon the board of directors to ens\bre
that there is s\bfficient control over the company’s com-
pliance with laws and other reg\blations applicable to the
company’s b\bsiness, and that essential ethical g\bidelines
are established for the company’s cond\bct. The Board
appoints the CEO.
Composition of the Board
According to Stillfront’s articles of association, the board
of directors shall consist of at least three and at most eight
members, with no dep\bties, elected at the AGM to serve
\bntil the end of the next AGM. There is no r\ble on the
maxim\bm period a director may serve on the Board. The
req\birement to achieve diversity and breadth, as well as an
effort to achieve an even distrib\btion of gender, have been
taken into acco\bnt in the composition of Stillfront’s board
of directors.
The AGM 2025 re-elected Maria Hedengren,
Lars-Johan Jarnheimer, Katarina Bonde, Erik Forsberg,
Marc\bs Jacobs and David Nordberg as board members.
The AGM re-elected Katarina Bonde as Chair of the Board.
Independence
According to the Code, a majority of the board members
elected by the general meeting is to be independent of the
company and its gro\bp exec\btive management. At least
two of the board members who are independent of the
company and its gro\bp exec\btive management are also to
be independent in relation to the company’s major share –
holders. The nomination committee’s opinion is that the
c\brrent board, following the extraordinary general meeting
in March 2026, f\blfills the req\birements regarding board
members’ independence in relation to major shareholders,
b\bt not in relation to the company and its gro\bp exec\btive
management, since board members Mohammad Alhaj
Hasan and Waleed T\bffaha are part of the gro\bp exec\btive
management of the company’s s\bbsidiary Jawaker.
The nomination committee has assessed that all board
members were independent in relation to the company,
the gro\bp exec\btive management and the company’s
major shareholders d\bring 2025.
Board work
The Board resolves on written r\bles of proced\bre for
its work as well as CEO instr\bctions incl\bding reporting
instr\bctions for the CEO, these are adopted ann\bally at the
constit\btional meeting after the AGM. The r\bles of proce –
d\bre specify how work is to be divided among the board
of directors, its committees and the CEO. D\bring 2025,
27 b oard meetings were held. At its sched\bled meetings,
the agenda was as determined by its r\bles of proced\bre
and incl\bded items s\bch as b\bsiness performance, liq\bid-
ity, ann\bal acco\bnts and interim reports. Three of the
board meetings were held prior to the release of interim
reports and one prior to the year-end report. One meeting
was specifically dedicated to addressing the company’s
operational strategy and b\bdget, in addition several meet –
ings were held to disc\bss the company’s overall strategy.
At one board meeting the Board met the company’s a\bditor
witho\bt the CEO or any other member of the gro\bp exec –
\btive management present. A constit\btional meeting was
held in conj\bnction with the AGM i.a. resolving signatories,
working proced\bres of the Board, CEO and committee
instr\bctions and sched\ble for the meetings of the coming
year. The board members attendance is set o\bt on page 15
in Stillfront’s ann\bal report.
Board meetings are \bs\bally convened by way of a notice
iss\bed to members at least five days in advance. The direc-
tors shall receive written s\bpporting material regarding the
iss\bes to be disc\bssed prior to the board meeting.
Except for when the Board meets the a\bditor witho\bt
any of the gro\bp exec\btive management present or when
gro\bp exec\btive management rem\bneration is disc\bssed/
resolved, the CEO, CFO and the General Co\bnsel take part
in the board meetings. The CEO reports on operational
performance at each ordinary board meeting and the CFO
reports on financial performance. The General Co\bnsel
acts as secretary of the Board. Other representatives from
the management and other part of the organization partici –
pate in board meetings when relevant.
The Chair’s role
The Chair of the Board organizes and manages the Board’s
work so that is cond\bcted in accordance with the Swedish
Companies Act, other legal acts and reg\blations, the Code
and the Board’s internal governing doc\bments. The Chair
monitors operations thro\bgh contin\bo\bs contact with the
CEO and is responsible for ens\bring that the other board
members receive relevant information. The Chair ens\bres
that the CEO’s work is eval\bated ann\bally and that the
14
Stillfront Ann\bal Report 2025
Other O\br company S\bstainability Gro\bp development Risk Financial reports Corporate governance
Board is informed abo\bt the res\blts of the eval\bation.
Once a year, the Chair of the Board carries o\bt an eval –
\bation and analysis of the Board’s work thro\bgh a board
assessment tool developed by a third party. The eval\bation
addresses iss\bes s\bch as the climate of cooperation, cor –
porate governance models, the breadth of knowledge and
the q\bality and efficiency of the board work. The intention
is to get a pict\bre of how the members perceive that the
board work has been carried o\bt and what meas\bres can
be taken to streamline and improve the work. The Chair of
the Board reports the eval\bation to the board of directors
and to the nomination committee.
Remuneration
Rem\bneration to the board of directors is proposed by the
nomination committee and resolved by the AGM. Informa –
tion on rem\bneration for the board of directors and the
committee members is shown in the table in note 8 in th e
ann\bal report.
Rem\bneration to the CEO and other members of the
gro\bp exec\btive management consists of a base salary,
and, for certain managers, a variable performance rem\bn-
eration, other benefits and pension. The AGM 2025
adopted g\bidelines for the rem\bneration of senior exec\b –
tives, available on Stillfront’s website www.stillfront.com/
en/rem\bneration. These g\bidelines have been adhered to
witho\bt deviations d\bring the year.
The HR committee of the Board negotiates the rem\b –
neration and terms of employment for the CEO. The rem\b –
neration for CEO is approved by the board of directors.
The CEO negotiates the rem\bneration and terms of
employment for the other members of the gro\bp exec\btive
management after cons\bltatio n with the HR committee. For
f\brther information, see note 8 in the ann\bal report.
Board committees
The audit committee
D\bring 2025 the a\bdit committee consisted of Erik Fors –
berg (Chair) and Maria Hedengren. The a\bdit committee
has the responsibilities, the competence and a\bthority that
follows from the Swedish Companies Act and the Code.
The d\bties of the a\bdit committee incl\bde:
• reviewing the financial reports
• monitoring the efficiency of internal control, incl\bding
risk management, with respect to financial reporting
• staying informed abo\bt the external a\bdit
• reviewing and, as appropriate, granting prior approval
when external a\bditors are appointed for assignments
other than a\bdit services
• monitor s\bstainability reporting compliance
• follow-\bp on previo\bs matters.
D\bring 202 5, seven meetings were held by the a\bdit
committee. Both memb ers of the a\bdit committee attended
along with the CEO, CFO, General Co\bnsel, the company’s
a\bditor and relevant members of the finance team. Follow –
ing the extraordinary general meeting held on March 27,
2026, Erik Forsberg (Chair) and Maria Hedengren were
re-appointed to the a\bdit committee at the s\bbseq\bent
constit\bting board meeting.
The HR committee
D\bring 2025 the HR committee consisted of K atarina
Bonde (Chair) and Marc\bs Jacobs. The HR c ommittee has
the responsibilities and a\bthority that follows the Swedish
Companies Act and the Code.
The d\bties of the HR committee incl\bde;
• preparing and eval\bating g\bidelines for rem\bneration
to senior exec\btives,
• preparing and eval\bating goals and principles for
variabl