Updated Jun 1, 2026 by Embracer Group AB
Legal
Published by Embracer Group AB
INFORMATION TO THE SHAREHOLDERS OF EMBRACER GROUP AB REGARDING THE DISTRIBUTION OF SHARES IN COFFEE STAIN GROUP AB TO BE RESOLVED AT THE EXTRAORDINARY GENERAL MEETING ON This information brochure is not a prospectus within in the meaning of 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 (the ”Prospectus Regulation”).
INFORMATION BROCHURE INFORMATION TO THE SHAREHOLDERS OF EMBRACER GROUP AB REGARDING THE DISTRIBUTION OF SHARES IN COFFEE STAIN GROUP AB TO BE RESOLVED AT THE EXTRAORDINARY GENERAL MEETING ON 3 NOVEMBER 2025 This information brochure is not a prospectus within in the meaning of 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 (the ”Prospectus Regulation”). The information brochure is intended to be used as basis for decision by Embracer Group AB’s shareholders when resolving on the Board of Directors’ proposal to distribute the shares of Coffee Stain Group AB to the shareholders of Embracer Group AB. Provided that the Extraordinary General Meeting of Embracer Group AB on 3 November 2025 resolves to distribute the shares of Coffee Stain Group AB in accordance with the Board of Directors’ proposal, no further action is required for the shareholders of Embracer Group AB in order to receive shares in Coffee Stain Group AB other than being registered as shareholders (directly registered or nominee registered) on the record date for the distribution of the shares.
he Board of Directors’ proposal, no further action is required for the shareholders of Embracer Group AB in order to receive shares in Coffee Stain Group AB other than being registered as shareholders (directly registered or nominee registered) on the record date for the distribution of the shares. Provided that the Extraordinary General Meeting resolves on a distribution in accordance with the Board of Directors’ proposal, a Company Description (defined below) will be prepared and published by Coffee Stain Group AB prior to the admission to trading of Coffee Stain Group AB’s class B shares on Nasdaq First North Premier Growth Market.
IMPORTANT INFORMATION TO INVESTORS The Board of Directors of Embracer Group AB, corporate identity number 556582-6558 (”Embracer Group”), has proposed that an Extraordinary General Meeting to be held on 3 November 2025 resolves to distribute the shares held by Embracer Group in Coffee Stain Group AB, corporate identity number 559280-0014 (”Coffee Stain”, the ”Company” or the ”Group”), to the shareholders of Embracer Group (the ”Distribution”). This information brochure (the ”Information Brochure”) only contains general information and does not constitute a prospectus in accordance with the Prospectus Regulation. Instead, the Information Brochure is to be used as support for the shareholder resolution regarding the Distribution. Provided that the Extraordinary General Meeting on 3 November 2025 resolves to approve the Distribution, Coffee Stain will apply for the admission to trading of its class B shares on Nasdaq First North Premier Growth Market in Stockholm (”Nasdaq First North Premier”) (the ”Listing”) and will for that purpose prepare a company description (the ”Company Description”). 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. The Information Brochure is governed by Swedish law. Disputes arising from the Information Brochure and related legal matters shall be decided exclusively by the Swedish courts, whereby the Stockholm District Court shall be the first instance.
rs in connection with the Distribution and the Listing. The Information Brochure is governed by Swedish law. Disputes arising from the Information Brochure and related legal matters shall be decided exclusively by the Swedish courts, whereby the Stockholm District Court shall be the first instance. The Information Brochure has been prepared in English only. Information to investors in the United States The shares of Coffee Stain have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ”U.S. Securities Act”) or the securities laws of any state or other jurisdiction of the United States, including the District of Columbia, and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with the securities laws of each relevant state or other jurisdiction of the United States. Neither the United States Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved the Information Brochure or the Distribution or passed upon the accuracy or suitability of the Information Brochure. Any statement to the contrary is a criminal offense in the United States.
nd Exchange Commission nor any state securities commission in the United States has approved or disapproved the Information Brochure or the Distribution or passed upon the accuracy or suitability of the Information Brochure. Any statement to the contrary is a criminal offense in the United States. Forward-looking statements and risk factors The Information Brochure contains certain forward-looking statements and opinions related to Embracer Group and Coffee Stain. Forward-looking statements are statements that do not relate to historical facts and events, and such statements and opinions pertaining to the future that, for example, contain wordings such as ”according to estimates”, ”anticipates”, ”assumes”, ”believes”, ”could”, ”estimates”, ”expects”, ”forecasts”, ”intends”, ”is of the opinion”, ”may”, ”plans”, ”potential”, ”predicts”, ”projects”, ”should”, ”to the knowledge of” ”will”, ”would” or similar expressions, which are intended to identify a statement as forward-looking. This applies, in particular, to statements and opinions in the Information Brochure concerning future financial returns, plans and expectations with respect to the business and management of Embracer Group and/or Coffee Stain, future growth and profitability, the general economic and regulatory environment, and other matters affecting Embracer Group and/or Coffee Stain. Forward-looking statements are based on estimates and assump tions made to the best of Embracer Group and/or Coffee Stain knowledge as of the date of the Information Brochure, unless otherwise is stated.
mic and regulatory environment, and other matters affecting Embracer Group and/or Coffee Stain. Forward-looking statements are based on estimates and assump tions made to the best of Embracer Group and/or Coffee Stain knowledge as of the date of the Information Brochure, unless otherwise is stated. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the actual results, including Embracer Group and/or Coffee Stain cash flow, financial position and operating profit to differ from the information presented in such statements, fail to meet expectations expressly or implicitly assumed or described in those statements or turn out to be less favorable than the results expressly or implicitly assumed or described in those statements. Accordingly, undue reliance should not be placed on such forward-looking statements. Embracer Group and/or Coffee Stain makes no representation or warranty as to the future accuracy of the opinions presented or whether the anticipated developments will actually occur. Risk factors A number of factors may affect Embracer Group and Coffee Stain’s operations. A description of certain risk factors associated with the Distribution is included in section ”Risk factors associated with the Distribution of Coffee Stain”. Material risk factors pertaining to Coffee Stain will be included in the Company Description to be prepared and published by Coffee Stain prior to the admission of trading of the class B shares in Coffee Stain on Nasdaq First North Premier. Industry and market information
Enad Global 7 (EG7) experienced a period of significant transition and consolidation during the 2024 fiscal year, characterized by strategic restructuring in response to a volatile global gaming market. Net revenue declined 16.2 percent to SEK 1,713.0 million, primarily due to the normalization of performance for *My Singing Monsters* following its 2023 viral peak. This revenue contraction, combined with a SEK 342.3 million goodwill impairment and increased depreciation expenses, resulted in a net loss of SEK 236.4 million for the year. Despite these headwinds, the group’s diversified live-service portfolio—anchored by Daybreak and Big Blue Bubble—contributed 68.9 percent of total revenue, providing a stable foundation of predictable cash flows. To improve future margins and position the group for a return to growth in 2025, management implemented aggressive cost-saving measures expected to yield SEK 191.0 million in annual savings by the second half of 2025. These initiatives included the strategic wind-down of the Toadman studio and restructuring at Piranha Games. Simultaneously, the group focused on long-term expansion through the acquisition of Singularity 6, the developer of *Palia*, and an uplisting to Nasdaq Stockholm. Financial stability was further bolstered post-period by the placement of a SEK 350 million senior unsecured bond in February 2025 to fund future development and M&A activity. The group maintains a decentralized global structure with 546 employees, emphasizing sustainability and corporate responsibility. Environmental efforts have seen 93 percent of server capacity transitioned to external data centers, with 80 percent powered by renewable energy. Governance remains robust, with a seven-member Board of Directors overseeing a framework based on the COSO model. While the core gaming activities are not yet covered by the EU Taxonomy, the group adheres to strict "zero tolerance" policies regarding discrimination and corruption, maintaining a clean record of zero workplace accidents or material data breaches throughout the reporting period.
The interim filing presents the fourth‑quarter 2025 financial results for a midcore‑casual gaming group, emphasizing a record‑setting revenue run and the successful execution of a transformation agenda that includes the integration of the Plarium acquisition and the rollout of a new district structure in early 2026. Revenue reached SEK 3,123 million, reflecting 108 % organic growth year‑on‑year and a 25 % increase on a constant‑currency basis, while adjusted EBITDA rose to SEK 717 million, delivering a 23 % margin that matches the full‑year figure. Unlevered free cash flow amounted to SEK 878 million, with a cash‑conversion rate of 66 % and a leverage ratio of five times EBITDA, underscoring robust liquidity and disciplined capital management. User‑acquisition spending accelerated, representing 38 % of quarterly revenue—up from 37 % in the prior quarter—and grew 76 % on a reported basis, driven by heightened investment in original studios, new casual titles, and the racing franchise. The direct‑to‑consumer channel expanded by 600 basis points to 32 % of total revenue, reflecting a strategic shift toward higher‑margin in‑app purchases. Across the fiscal year, the company posted a 9 % organic revenue increase, with word‑games, racing, and RAID franchises delivering the strongest quarter‑end performance. Operating cash flow for the quarter stood at SEK 840 million, while adjusted net income was SEK 1,390 million, translating to an adjusted EPS of SEK 11.33. The financial outcomes exceed guidance and position the firm to meet its medium‑term outlook, with a pre‑IPO study for PlaySimple concluded and the midcore transformation progressing as planned.
Modern Times Group delivered a record‑setting performance for the fourth quarter of 2025, underscoring the company’s momentum in the digital entertainment sector. Organic revenue expanded by 8 percent, which translates to a 108 percent increase when measured in constant‑currency terms, and net sales reached SEK 3.1 billion. These figures reflect the strength of the group’s core portfolio and its ability to generate growth despite a volatile macro‑economic environment. A pivotal element of the results was the integration of Plarium, which was completed on 12 February 2025 and consolidated from 31 January. The acquisition contributed SEK 5,384 million in sales for the quarter and produced SEK 495 million of income before tax, after accounting for SEK 786 million of purchase‑price amortisation. When the acquisition is modelled as if it had been in place from the start of the year, total sales for 2025 would have risen to SEK 12,137 million, with pre‑tax income of SEK 398 million, albeit offset by SEK 1,269 million of amortisation. The combined impact of robust organic growth and the strategic addition of Plarium positions Modern Times Group as a leading player in the global gaming market. The financial outcomes demonstrate that the company’s acquisition strategy is delivering immediate scale and profitability, while its underlying business continues to expand at a pace that exceeds prior expectations. This performance suggests a durable growth trajectory for the remainder of the fiscal year and beyond.
Nacon has issued a formal response to the financial instability of its majority shareholder, Bigben Interactive, following a critical liquidity failure. Bigben Interactive, which controls 56.72% of Nacon’s share capital and 65.79% of its voting rights, was unable to meet a scheduled €43 million partial bond repayment due on February 19, 2026. This default was triggered by an unexpected refusal from Bigben Interactive’s banking pool to honor a drawdown notice intended to fund the debt obligation. Consequently, the parent company is now exploring court-supervised debt restructuring procedures to address its insolvency. The scope of this announcement focuses on the immediate financial risks facing Nacon as a subsidiary within the broader European gaming market. While Nacon reported an IFRS revenue of €167.9 million and an operating profit of €1.1 million for the 2024/2025 fiscal year, the parent company’s inability to secure financing creates significant uncertainty regarding Nacon’s own operational funding and strategic stability. The company currently manages 16 development studios and a workforce of over 1,000 employees, maintaining a distribution network that spans 100 countries. Management is currently conducting a comprehensive assessment of how this shareholder-level debt crisis will impact Nacon’s internal activities and existing financing arrangements. As a publicly traded entity on the Euronext Paris, Nacon has committed to providing further market updates as the situation evolves. The primary objective of this communication is to maintain transparency with investors and stakeholders while the company evaluates the potential contagion effects of Bigben Interactive’s restructuring efforts on its publishing and peripheral manufacturing divisions.