Legal

Company Description for Admission to Trading: Coffee Stain Group AB

Summary

Coffee Stain Group AB is preparing to list its class B shares on Nasdaq First North Premier following the distribution of Embracer Group holdings to Embracer shareholders. The listing will take place on 11 December 2025, with a record date of 9 December 2025. Swedish “Lex Asea” tax rules apply, and no brokerage fee will be charged for the transaction. The company’s disclosure is not audited and contains forward‑looking statements that carry risk factors. Revenue concentration remains a core concern: approximately 90 % of sales derive from six flagship titles, including *Goat Simulator*, *Satisfactory* and *Valheim*. These games generate robust free‑cash‑flow through DLCs, expansions and platform deals, yet the concentration exposes the group to rapid industry shifts, technology upgrades, cyber‑security threats and talent attrition. The decentralized studio model and heavy reliance on intellectual‑property protection further heighten vulnerability to IP disputes and regulatory non‑compliance. Currency exposure from USD‑denominated sales, goodwill impairment risk, and potential liquidity volatility for newly listed shares add to the financial uncertainty. Financially, FY 2024/25 adjusted EBIT fell from SEK 240 million to SEK 126 million, with margins dropping from 50 % to 31 %. Cash EBIT and free cash flow also declined, driven by higher acquisition amortisation and tax payments. Despite this volatility, the company maintains a healthy cash‑EBIT margin (~44 % FY24/25) and a debt‑free cash position of SEK 500 million as of Q2 2025/26, providing flexibility for growth or shareholder returns. Dividend policy remains uncertain; Swedish law and board discretion may preclude payouts if distributable funds are insufficient or debt levels rise. Governance is structured around a six‑member board led by CEO Anton Westbergh, with CFO Erik Sunnerdahl appointed in 2025. Share‑class distinctions grant A shares ten votes each and B shares one vote, with a total of 225 million shares after a late‑2025 split and bonus issue. The company’s articles of association outline preferential rights, capital limits, and procedures for issuing new shares, all governed by Swedish company law. Digital distribution agreements with major platforms secure publishing rights and IP ownership, while all related‑party transactions are declared arm’s‑length. The group’s competitive strengths lie in a capital‑light early‑access model, strong community engagement, and a diversified pipeline across sandbox, simulation and cooperative action genres.

From the report

COMPANY DESCRIPTION FOR ADMISSION TO TRADING OF THE CLASS B SHARES OF COFFEE STAIN GROUP AB (PUBL) ON NASDAQ FIRST NORTH PREMIER GROWTH MARKET Nasdaq First North Growth Market Disclaimer Nasdaq First North Growth Market is a registered SME growth market, in accordance with the Directive on Markets in Financial Instruments (EU 2014/65) as implemented in the national legislation of Denmark, Finland, Iceland and Sweden, operated by an exchange within the Nasdaq group. Issuers on Nasdaq First North Growth Market are not subject to all the same rules as issuers on a regulated main market, as defined in EU legislation (as implemented in national law). Instead, they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in an issuer on Nasdaq First North Growth Market may therefore be higher than investing in an issuer on the main market. All issuers with Shares admitted to trading on Nasdaq First North Growth Market have a Certified Adviser who monitors that the rules are followed. The respective Nasdaq exchange approves the application for admission to trading.

IMPORTANT INFORMATION This company description (the "Company Description") has been prepared by the Board of Directors of Coffee Stain Group AB (publ) reg. no. 559280-0014 (in this Company Description, "Coffee Stain" or the "Company" and together with its subsidiaries the "Group" or the "Coffee Stain Group") following the resolution at an extraordinary general meeting held by Embracer Group AB (publ) ("Embracer Group") on 3 November 2025 to distribute all shares held by Embracer Group in Coffee Stain (the "Distribution") and to apply for the admission to trading of the class B shares in Coffee Stain on Nasdaq First North Premier Growth Market in Stockholm ("Nasdaq First North Premier") (the "Listing"). Skandinaviska Enskilda Banken AB, is acting as Lead Financial Advisor and DNB Carnegie Investment Bank AB (publ), Nordea Bank Abp, filial i Sverige and SB1 Markets, filial i Sverige are acting as Financial Advisors in connection with the Distribution and the Listing. Presentation of financial information Some of the figures contained in this Company Description have been rounded off. Consequently, certain tables may not appear to be added up correctly. No information contained in the Company Description has been audited or reviewed by the Company's auditors other than as expressly stated.

ormation Some of the figures contained in this Company Description have been rounded off. Consequently, certain tables may not appear to be added up correctly. No information contained in the Company Description has been audited or reviewed by the Company's auditors other than as expressly stated. Forward-looking statements The Company Description contains certain forward-looking statements and opinions. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions pertaining to the future that, by example, contain wording such as "believes", "estimates", "anticipates", "expects", "assumes", "forecasts", "intends", "could", "will", "should", "would", "according to estimates", "is of the opinion", "may", "plans", "potential", "predicts", "projects", "to the knowledge of" or The Company Description has not been prepared in accordance with the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC or the Financial Instruments Trading Act (SFS 1991:980) (Sw. Lag (1991:980) om handel med finansiella instrument). Accordingly, the Company Description does not constitute a prospectus or an offer document in the meaning set out in the foregoing regulations.

Pages: 65
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Type: Legal

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inions set forth herein or and has been reviewed by Nasdaq Stockholm AB. The Board of as to the actual occurrence of any predicted developments. In Directors of Coffee Stain is responsible for the content of this light of the risks, uncertainties and assumptions associated with Company Description. The Company Description has not been app- forward-looking statements, it is possible that the future events roved or registered by the Swedish Financial Supervisory Authority mentioned in the Company Description may not occur. Moreover, (Sw. Finansinspektionen). Any disputes regarding, or arising as a the forward-looking estimates and forecasts derived from thirdconsequence of, the content of this Company Description, or legal party studies referred to in the Company Description may prove circumstances related thereto shall be exclusively determined to be inaccurate. Actual results, performance or events may differ under the laws of Sweden and by a Swedish court of law whereu- materially from those in such statements due to, without limitation, pon the Stockholm District Court shall constitute the court of first other events or factors than those described in the section Risk instance. Factors. After the date of the Company Description, the Company assumes no obligation, except as required by law or Nasdaq First North Growth Market's Rule Book for Issuers, to update any This Company Description does not constitute an offer to subscribe forward-looking statements or to conform these forward-looking for or acquire shares in Coffee Stain in Sweden or in any other juris- statements to actual events or developments. diction.

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