Starbreeze

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 Wednesday 7 May 2025, and
• give notice of participation no later than on Friday 9 May 2025 to the address Starbreeze AB, ”Annual General Meeting 2025”, 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 Friday 9 May 2025. 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 Wednesday 7 May 2025, and
• give notice of participation no later than Friday 9 May 2025, 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, ”Annual General Meeting 2025”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by e-mail to generalmeetingservice@euroclear.com (state “ Starbreeze AB – Postal voting” in the subject line). Completed forms must be received by Euroclear Sweden AB no later than Friday 9 May 2025. 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 Wednesday 7 May 2025. 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 Friday 9 May 2025 will be taken into account in the presentation of the share register.

Proposed agenda

1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Determination as to whether the meeting has been properly convened
6. Election of one or two persons to verify the minutes
7. Presentation of
   1. the annual accounts and the auditor’s report as well as the consolidated accounts and the auditor’s report on the consolidated accounts, and
   2. the auditor’s statement on whether the guidelines for remuneration to senior executives, which have applied since the 2023 Annual General Meeting, have been followed
8. Resolution on
   1. adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet,
   2. allocation of the company’s profits or losses in accordance with the adopted balance sheet, and
   3. discharge from liability of the Board members and the CEO
9. Determination of the number of Board members, deputy Board members and auditors to be elected by the Meeting
10. Determination of remuneration to the Board members and the auditor
11. Election of the Board members and Chairman of the Board of Directors
12. Election of auditor
13. Resolution on approval of the remuneration report
14. Resolution on authorizing the Board of Directors to resolve upon new issues
15. Closing of the meeting

Nominating Committee’s proposals (items 2 and 9-12)
The Nomination Committee’s proposal regarding election of Chairman of the Meeting (item 2), determination of the number of Board members, deputy Board members and auditors to be elected by the Meeting (item 9), determination of remuneration to the Board members and the auditor (item 10), election of the Board members and Chairman of the Board (item 11) and election of auditor (item 12) will be presented on the company's website www.starbreeze.com no later than three weeks before the Meeting, and thereafter included in the postal voting forms that the company will provide.

The Board of Directors’ proposals

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 8.1)
The Board of Directors proposed that the Annual General Meeting resolves that no dividend be paid to the company’s shareholders for financial year 2024.

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 respective proposals.

Other information relating to the Annual General Meeting

Number of shares and votes
At the time of this notice there are a total of 1,476,762,040 shares in the company, of which 142,262,654 shares of class A with 10 votes each and 1,334,499,386 shares of class B with 1 vote each. The total number of votes in the company amounts to 2,757,125,926 votes. The company holds no own shares.

Right to information
The 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.

Documents
Form 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 data
For information on how your personal data is processed, see
https://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 data.protection@starbreeze.com. Starbreeze AB (publ) has company registration number 556551-8932 and the Board’s registered office is in Stockholm.

Stockholm in April 2025
Starbreeze AB (publ)
The Board of Directors

For more information, please contact:
Juergen Goeldner, Chairman of the Board
juergen.goeldner@starbreeze.com

About Starbreeze
Starbreeze is an independent developer, creator, publisher and distributor of PC and console targeting the global market, with studios in Stockholm, Barcelona, Paris and London. 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 with the ISIN-codes SE0007158928 (A share) and SE0005992831 (B share). For more information, please visit www.starbreeze.com