Modern Times Group

The Board

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

Adoption of Income Statements and Balance Sheet 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 2025, and resolved that MTG's retained earnings, the share premium reserve and the result for the year are to be carried forward. Further, the AGM resolved to discharge the Board of Directors and the Chief Executive Officer from liability for the financial year 2025.

Incentive plan for 2026

The AGM resolved to adopt a long-term incentive plan for 2026, and to approve that MTG enters into a share swap agreement with a third party in order to secure delivery of shares to the participants in the plan.

Other resolutions

The AGM also resolved to:

• approve the Board of Directors' Remuneration Report for 2025.
• determine the remuneration to the Board of Directors 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 2027 Annual General Meeting. Nicklas Kullberg will continue as Auditor-in-charge.
• adopt guidelines for remuneration to Senior Executives.
• authorise the Board of Directors to resolve on repurchases and transfers of own Class A and Class B shares. Repurchase of shares may be effected on Nasdaq Stockholm or in accordance with a purchase offer directed to all holders of Class A and/or Class B shares. The maximum number of shares that may be repurchased is such that MTG's holding of own shares at any time does not exceed 10 percent of the total number of shares in the company. Transfers of shares shall take place on Nasdaq Stockholm or outside Nasdaq Stockholm in connection with acquisitions of companies or businesses. Transfers may be made of up to such number of shares as is held by MTG at the time of the Board of Directors' decision regarding the transfer.
• reduce the share capital by SEK 19,035,000 through the cancellation of 3,807,000 Class B shares repurchased by MTG between 10 October 2025 and 15 May 2026. The resolution may not be effectuated until registration with the Swedish Companies Registration Office has been completed and the authorisation of the Swedish Companies Registration Office has been obtained.
• authorise the Board of Directors 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 share issues resolved by the Board of Directors 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 of Directors exercises the authorization for the first time.