Modern Times Group

The Board

The AGM resolved to re-elect Chris Carvalho, Simon Duffy, Gerhard Florin, Liia Nõu and Florian Schuhbauer, and to elect Dylan Collins and Anna Zeiter as new Board members. Further, the AGM re-elected Simon Duffy as Chair of the Board.

Adoption of Income Statements and Balance Sheets and treatment of MTG's result

The AGM adopted the Income Statement and the Balance Sheet as well as the consolidated Income Statement and the consolidated Balance Sheet for 2024, and resolved that MTG's retained earnings, the share premium reserve and the result for the year is to be carried forward. Further, the AGM resolved to discharge the Board and the Chief Executive Officer from liability for the financial year 2024.

Incentive plan for 2025

The AGM resolved to adopt a combined short-term and long-term incentive plan for 2025, and to approve that the company enters into a swap agreement with a third party in order to secure delivery of shares to the participants of the plan.

Other resolutions

The AGM also resolved to:

• approve the Board's Remuneration Report for 2024.
• determine the remuneration to the Board and Auditor. As in previous years, part of the Board remuneration is conditional upon being invested in MTG shares.
• elect Öhrlings PricewaterhouseCoopers AB as Auditor until the end of the 2026 Annual General Meeting. Nicklas Kullberg will continue as Auditor-in-charge.
• authorise the Board to resolve on repurchases and transfers of own Class A and Class B shares. Repurchase of shares shall take place on Nasdaq Stockholm and so that MTG's holding does not at any time exceed 10 percent of the total number of shares in MTG. Transfers of shares shall take place on Nasdaq Stockholm or outside Nasdaq Stockholm in connection with acquisitions of companies or businesses. Transfer of own shares may be made of up to such number of shares as is held by MTG at the time of the Board's decision regarding the transfer.
• reduce the share capital by a total of SEK 25,006,710 through the cancellation of 4,915,062 own Class B shares repurchased by MTG between 24 April and 15 May 2024, and between 17 May 2024 and 30 April 2025, as well as 86,280 Class C shares held in treasury and issued under prevoius incentive plans.
• authorise the Board to, on one or more occasions during the period up until the next Annual General Meeting, resolve on new issues of Class B shares with or without deviation from the shareholders' preferential rights. Payment may be made in cash, in kind or through set-off. New shares issues resolved by the Board using the authorization shall, in aggregate, represent no more than 10 percent of the total number of shares in MTG at the time when the Board exercises the authorization for the first time.