Notice of the Annual General Meeting of Betsson AB (publ)
Shareholders of Betsson AB (publ), reg. no. 556090-4251 ("Betsson" or the "Company"), are invited to the Annual General Meeting on Thursday, 7 May 2026, at 13:00 CEST at Helio GT30, Grev Turegatan 30 in Stockholm, Sweden (the "Annual General Meeting" or the "Meeting").
Shareholders can also exercise their voting rights through postal voting prior to the Meeting.
NOTICE AND REGISTRATION
Right to participate and notice of participation at the Meeting
Shareholders who wish to attend the Annual General Meeting venue in person or by proxy must:
- be recorded as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, 28 April 2026, and
- give notice of participation to the Company no later than Thursday, 30 April 2026, either
- via Betsson's website, www.betssonab.com under the Corporate Governance section,
- by email to proxy@computershare.se,
- by phone at +46 (0)771 24 64 00, or
- by post to Betsson AB, c/o Computershare AB, Box 149, SE-182 12 Danderyd, Sweden.
When giving notice of participation, state name, date of birth or registration number, address, telephone number and number of participating assistants, if any.
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder shall be issued for the representative. A power of attorney issued by a legal entity must be accompanied by the entity's certificate of registration (or a corresponding document of authority). To facilitate registration at the Annual General Meeting, the power of attorney, certificate of registration and other documents of authority should be sent to the Company at the above address well in advance. Forms of power of attorney are available on Betsson's website, www.betssonab.com, under the Corporate Governance section.
Right to participate and notice by postal voting
Shareholders who wish to participate in the Annual General Meeting by postal voting must:
- be recorded as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Tuesday, 28 April 2026, and
- give notice of participation no later than Thursday, 30 April 2026, by casting the postal vote in accordance with the instructions below so that the postal voting form is received by the Company no later than that day.
A special form must be used for the postal vote. The form for postal voting is available on Betsson's website, www.betssonab.com, under the Corporate Governance section. Completed and signed forms for postal voting can be sent by email to proxy@computershare.se or by post to Betsson AB, c/o Computershare AB, Box 149, SE-182 12 Danderyd, Sweden. Shareholders may also cast their votes electronically through verification with BankID via Betsson's website, www.betssonab.com, under the Corporate Governance section.
Shareholders may not provide special instructions or conditions in the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
If the shareholder submits the postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. If the shareholder is a legal entity, the entity's certificate of registration (or a corresponding document of authority) shall also be enclosed with the form. Forms of power of attorney are available on Betsson's website, www.betssonab.com, under the Corporate Governance section.
For questions about the postal voting, please contact Computershare by phone at +46 (0)771 24 64 00.
A shareholder who has voted by post may also attend the Meeting venue, provided that a notification has been made in accordance with the instructions under the heading "Right to participate and notice of participation at the Meeting" above (i.e. a postal vote alone does not register the shareholder for in-person attendance at the Meeting).
Nominee-registered shares
To have the right to participate in the Meeting, shareholders who have their shares registered in a custody account must, in addition to giving notice of participation, re-register the shares in the shareholder's own name so that the shareholder is registered in the presentation of the share register as of Tuesday, 28 April 2026. Such registration can be temporary (so-called voting rights registration) and must be requested with the custodian in advance and in accordance with the custodian's routines. Voting rights registrations made no later than Thursday, 30 April 2026, are included in the share register presented to the Annual General Meeting.
PROPOSED AGENDA
- Election of a Chair for the Annual General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the Annual General Meeting has been duly convened
- Election of one or two persons to verify the minutes of the Annual General Meeting together with the Chair
- Speech by the Chief Executive Officer
- Presentation of the annual report and the auditor's report, the consolidated accounts, the consolidated auditor's report and the auditor's assurance report of the consolidated sustainability statement
- Resolution on adoption of the income statement and the balance sheet for the parent company and the Group
- Resolution on approval of the Board of Directors' remuneration report
- Resolution on appropriation of the Company's profit or loss according to the adopted balance sheet and determination of the record dates
- Resolution on discharge of liability for the members of the Board of Directors and the Chief Executive Officer
- Decision on
a) Number of members of the Board of Directors
b) Number of auditors
- Decision on
a) Fees to the members of the Board of Directors
b) Fees payable to the auditor
- Election of
a) Members of the Board of Directors
- Eva de Falck (re-election)
- Peter Hamberg (re-election)
- Eva Leach (re-election)
- Pontus Lindwall (re-election)
- Johan Lundberg (re-election)
- Louise Nylén (re-election)
- Tristan Sjöberg (re-election)
b) Chair of the Board of Directors
c) Auditor
- Resolution on
a) implementation of the performance share plan 2026, and
b) transfer of own series B shares to the participants of the performance share plan 2026
- Resolution on authorising the Board of Directors to resolve on repurchase and transfer of series B shares
- Resolution on authorising the Board of Directors to resolve on issue of shares and/or convertibles
- Resolution on
a) reduction of share capital by cancellation of own series B shares, and
b) increase of share capital through a bonus issue without the issuance of new shares
PROPOSED RESOLUTIONS
Election of a Chair for the Meeting (item 1)
The Nomination Committee of Betsson, consisting of Jenny Rosberg, chair (appointed by Hamberg Förvaltning AB), Mats Axell (appointed by Knutsson Holdings AB), and Ingela Kling (appointed by the Kling Family) proposes that Jörgen S. Axelsson, lawyer, Setterwalls law firm, be appointed as Chair of the Meeting 2026.
Preparation and approval of the voting list (item 2)
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.
Resolution on appropriation of the Company's profit or loss according to the adopted balance sheet and determination of the record dates (item 10)
The Board of Directors proposes that the Annual General Meeting resolves on a dividend of EUR 0.66 per share, to be paid in two instalments. This means that the first instalment will amount to EUR 0.33 and the second instalment to EUR 0.33.
The record date for the first instalment is proposed to be Monday, 11 May 2026 and for the second instalment Wednesday, 11 November 2026. Payment to shareholders is expected to be made by Euroclear Sweden AB on Tuesday, 19 May 2026 and Wednesday, 18 November 2026, respectively.
Series C shares do not carry entitlement to dividends.
Should the Annual General Meeting resolve in accordance with the proposal, the total dividend will amount to approximately EUR 90.9 million, based on the number of outstanding shares at year-end.
The Board of Directors proposes that the Annual General Meeting resolves that the remaining profits be carried forward.
The Nomination Committee's proposals (items 12-14)
The Nomination Committee proposes the following:
- Item 12:
a) The Board of Directors shall consist of seven members.
b) The Company should have one registered public audit firm as auditor.
- Item 13:
a) A fee to the Chair of the Board shall be paid in the amount of SEK 1,034,000 (2025: SEK 1,034,000), and a fee to each other Board member shall be paid in the amount of SEK 517,000 (2025: SEK 517,000). A fee to the Chair of the Audit Committee shall further be paid in the amount of SEK 200,000 (2025: SEK 137,500), and a fee to each other member of the Audit Committee shall be paid in the amount of SEK 90,000 (2025: SEK 71,500). A fee to the Chair of the Remuneration Committee shall be paid in the amount of SEK 121,000 (2025: SEK 121,000), and a fee to each other member of the Remuneration Committee shall be paid in the amount of SEK 63,250 (2025: SEK 63,250). Pontus Lindwall shall, in his capacity as Chief Executive Officer of Betsson AB, not receive any Board remuneration. The total Board remuneration amounts to SEK 4,246,500 (2025: SEK 4,147,000).
b) The auditor shall be remunerated based on invoices approved by the Company.
- Item 14:
a) Re-election of the following members of the Board of Directors, for the period up to the end of the Annual General Meeting 2027:
- Eva de Falck
- Peter Hamberg
- Eva Leach
- Pontus Lindwall
- Johan Lundberg
- Louise Nylén
- Tristan Sjöberg
b) Re-election of Johan Lundberg as the Chair of the Board, for the period up to the end of the Annual General Meeting 2027.
c) Re-election of the audit firm Öhrlings PricewaterhouseCoopers AB as the Company's auditor for the period up to the end of the Annual General Meeting 2027. The Nomination Committee's proposal is in line with the Audit Committee's recommendation.
Information regarding the candidates nominated by the Nomination Committee as Board members is available on the Company's website, www.betssonab.com, under the Corporate Governance section.
Implementation of performance share plan 2026 and transfer of own series B shares to the participants of the performance share plan 2026 (item 15)
The Board of Directors proposes that the Annual General Meeting resolves on the implementation of a long-term incentive performance share plan within the same framework as the previous performance share plans (the "Performance Share Plan 2026").
Background and reasons
The overall purpose of the Performance Share Plan 2026 is to create engagement, commitment, and motivation for the Senior Executives within the Betsson Group (the "Group") and align management's and shareholders' interests and thereby increase shareholder value and long-term value growth in the Company. The purpose of the Performance Share Plan 2026 is further to facilitate the recruitment and retention of employees with key competencies.
In light of the above, the Board of Directors assesses that the implementation of the Performance Share Plan 2026, as outlined below, will have a positive effect on the Group's future development and will, consequently, be beneficial for both the Company and its shareholders.
Resolution on implementation of the Performance Share Plan 2026 (item 15 a)
The Board of Directors proposes that the Annual General Meeting 2026 resolves on the implementation of the Performance Share Plan 2026.
It is proposed that the Performance Share Plan 2026 is open to approximately 15 Senior Executives, consisting of the Chief Executive Officer, Group Management, and other Senior Executives of the Group (the "Participants") and that Performance Shares (as defined below) are allocated to the Participants on the terms and conditions set out below:
Terms and conditions applying to the Performance Share Plan 2026
a) Each Participant will, free of charge, receive a performance share award under the Performance Share Plan 2026 ("LTIP Award"), entitling the Participant to receive an allocation of series B shares in Betsson (the "Performance Shares") from the Company.
b) The allocation of Performance Shares is subject to the satisfaction of the conditions set out in sub-section d), and to the Participant having retained his or her employment (unless special circumstances are at hand) during the Vesting Period. Any Performance Shares will be allocated as soon as practically possible after the expiration of the three-year vesting period beginning on 1 June 2026 (the "Vesting Period").
c) The value of the LTIP Award at the time of grant in respect of each LTIP Award will amount to 225 percent of the gross annual fixed salary as of 1 January 2026 for the Participants, on an individual basis (the "Base Salary"). The share price used to calculate the value of the underlying series B share in Betsson in respect of each LTIP Award, and hence the number of Performance Shares to which each LTIP Award entitles, shall be the volume-weighted average price paid for the series B shares in Betsson on Nasdaq Stockholm, during a period of ten trading days beginning immediately after the release of the Company's interim report for the fourth quarter 2025 (the "Grant Share Price").
d) The allocation (if any) of an LTIP Award that will vest at the end of the Vesting Period is based on and subject to the satisfaction of the below performance conditions (the "Performance Conditions"). For each Performance Condition, the Board of Directors will set various target levels, which must be reached or exceeded in accordance with what is set out below during the time between 1 January 2026-31 December 2028 (the "Performance Period"). After the Vesting Period has expired, the Board of Directors shall publish the target levels and the degrees of fulfilment of the Performance Conditions.
Revenue
An LTIP Award granted to a Participant will be subject to the Group's actual total revenue reaching or exceeding the Group's target revenue during the Performance Period, as determined by the Board of Directors (the "Revenue Target"). Vesting of Performance Shares related to the Revenue Target will occur, as per the table below.
| Revenue Target levels | Pay-out levels (percentage of Base Salary) | ||||||
| Min | Level 1 | Level 2 | Max | Min | Level 1 | Level 2 | Max |
| 97% of Revenue Target | 101% of Revenue Target | 106% of Revenue Target | 112% of Revenue Target | 6.7 | 13.3 | 41.7 | 71.7 |
Vesting of Performance Shares requires a specific target level to be reached or exceeded. In the event of an outcome between two target levels, no linear pro-rata vesting will occur.
EBIT
LTIP Award granted to a Participant will be subject to the Group's actual total EBIT (earnings before interest and taxes) reaching or exceeding the Group's target EBIT for the Performance Period as determined by the Board of Directors (the "EBIT Target"). Vesting of Performance Shares related to the EBIT Target will occur, as per the below table.
| EBIT Target levels | Pay-out levels (percentage of Base Salary) | ||||||
| Min | Level 1 | Level 2 | Max | Min | Level 1 | Level 2 | Max |
| 97% of EBIT Target | 101% of EBIT Target | 106% of EBIT Target | 112% of EBIT Target | 6.7 | 13.3 | 41.7 | 71.7 |
Vesting of Performance Shares requires a specific target level to be reached or exceeded. In the event of an outcome between two target levels, no linear pro-rata vesting will occur.
Operating cash flow
LTIP Award granted to a Participant will be subject to the Group's actual total operating cash flow reaching or exceeding the Group's target operating cash flow for the Performance Period, as determined by the Board of Directors (the "OPC Target"). Vesting of Performance Shares related to the OPC Target will occur, as per the table below.
| OPC Target levels | Pay-out levels (percentage of Base Salary) | ||||||
| Min | Level 1 | Level 2 | Max | Min | Level 1 | Level 2 | Max |
| 97% of OPC Target | 101% of OPC Target | 106% of OPC Target | 112% of OPC Target | 6.7 | 13.3 | 41.7 | 71.7 |
Vesting of Performance Shares requires a specific target level to be reached or exceeded. In the event of an outcome between two target levels, no linear pro-rata vesting will occur.
ESG
LTIP Award granted to a Participant will be subject to the Group having an AA rating given by Morgan Stanley Capital International (MSCI) at the end of the Performance Period (the "ESG Target"). If the ESG Target is reached at the end of the Performance Period, pay-out related to the ESG Target will occur at 10 percent of the Base Salary.
e) Performance Shares may be allocated only after the expiration of the Vesting Period unless the Board of Directors of the Company, in an individual case, resolves otherwise.
f) The number of Performance Shares allocated will be reduced should the volume-weighted price paid for the series B shares in Betsson on Nasdaq Stockholm during a period of ten trading days beginning immediately after the release of the Company's interim report for the fourth quarter 2028 exceeds 200 percent of the Grant Share Price.
g) In order for a Participant to be allocated Performance Shares, it is a condition that the Participant has undertaken to accept the terms of the Performance Share Plan 2026 (including, inter alia, conditions on malus and clawback), and with certain specific exemptions, that the Participant has been permanently employed within the Group during the entire Vesting Period. Specific exemptions apply should the Participant's employment terminate due to redundancy, retirement, disability, or death, in which case the number of Performance Shares will be reduced pro-rata given the period that has elapsed at the date of termination. However, the Performance Shares, as a general rule, will not be transferred to the Participant until the end of the Vesting Period.
h) If significant changes in the Group or in the market occur, which, in the opinion of the Board of Directors, would result in a situation where the conditions for allocation of Performance Shares become unreasonable, the Board of Directors shall be entitled to make adjustments to the Performance Share Plan 2026, including, among other things, to resolve on a reduced allocation of Performance Shares, or that no Performance Shares shall be allocated at all.
i) The Board of Directors shall be authorised to establish the detailed terms and conditions for the Performance Share Plan 2026. The Board of Directors may, in that regard, make necessary or appropriate adjustments to satisfy certain regulations or market conditions outside Sweden, including, among other things, to offer cash settlement.
j) Participation in the Performance Share Plan 2026 presupposes that such participation is legally possible in the various jurisdictions concerned and that the administrative costs and financial efforts are reasonable in the opinion of the Board of Directors.
k) The Performance Share Plan 2026 shall comprise no more than 1,190,762 series B shares in Betsson.
l) The number of Performance Shares will be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events. As per the terms of the Performance Share Plan 2026, the Performance Shares may further be subject to early vesting in case of change of control, merger, liquidation, or similar event.
________________________
Costs for the Performance Share Plan 2026 etc.
The costs for the Performance Share Plan 2026, which are charged in the profit and loss account, are calculated according to the accounting standard IFRS 2, and distributed on a linear basis over the Vesting Period. The calculation has been made based on the following assumptions: (i) a market price of the Betsson Share of SEK 92.97, (ii) an assessment of future volatility in respect of the Betsson Share of 30 percent, and (iii) full vesting of Performance Shares related to the fulfilment of the Performance Conditions will occur. In total, this can lead to maximum costs for the Performance Share Plan 2026 of approximately EUR 7.9 million, excluding social security costs. The costs for social security charges are calculated to be approximately EUR 1.5 million, assuming an annual share price increase of 10 percent during the Vesting Period. In addition to what is set forth above, the maximum costs for the Performance Share Plan 2026 have been based on a share price of SEK 92.97 at the time of the commencement of the Vesting Period, that the Performance Share Plan 2026 comprises approximately 15 participants in total and based on historical employee turnover for the Betsson Group of 0 percent. Based on the assumptions above, the annual costs for the Performance Share Plan 2026, including social security charges, corresponds to approximately 1.9 percent of Betsson's total annual employee costs. Final costs will depend on (inter alia) the actual price of the share at the beginning of the Vesting Period and satisfaction of the Performance Conditions.
If the Performance Share Plan 2026 had been implemented in 2025, if the Company had costs in accordance with the example in the preceding paragraph, and if the Performance Shares had been allocated in 2025 in accordance with the assumptions in the sample calculation, the earnings per share for the financial year 2025 had decreased by EUR 0.02 to EUR 1.27 and the shareholders' equity per share for the financial year 2025 had decreased by EUR 0.02 to EUR 6.42.
Dilution
Upon full allocation of Performance Shares, the number of shares under the Performance Share Plan 2026 amounts to 1,190,762 series B shares in Betsson, corresponding to a dilution effect of approximately 0.8 percent of the share capital and approximately 0.4 percent of the votes. If all the outstanding long-term incentive programs are included in the above calculation, including the performance share plan 2023 which expires in May 2026, the corresponding maximum level of dilution amounts to approximately 2.6 percent of the share capital and approximately 1.3 percent of the votes.
Delivery arrangements
The Board of Directors has considered different methods for transfer of shares under the Performance Share Plan 2026 to implement the Performance Share Plan 2026 in the most cost-effective and flexible manner. Therefore, the Board of Directors proposes to resolve on the transfer of own shares of series B free of charge to the Participants of the Performance Share Plan 2026 in accordance with item 15 b) below.
Preparation of the proposal
The Company's Remuneration Committee has drafted the incentive schemes in consultation with external advisors and major shareholders. The incentive schemes have been reviewed and approved by the Board of Directors during the Board meetings held in the first quarter of 2026. The proposed incentive schemes are supported by the Company's major shareholders.
Performance Share Plan 2026 has been prepared in accordance with the Group's high requirement regarding low risk-appetite and long-term operational focus. Based on performed analyses, the Board assesses that the Performance Share Plan 2026 does not contribute to increased short-term risk-taking in the business.
The Board of Directors has established shareholding guidelines which recommend that the Chief Executive Officer, Group Management and certain Senior Executives (meaning all Participants) accumulate personal holdings in Betsson shares corresponding to a value of 100 percent of the annual Base Salary for the respective employee. The personal holding of shares shall be established within five years, and it is recommended that the Senior Executives maintain shares of such a value for the duration of their employment with the Group.
Resolution on transfer of own series B shares to the participants of the Performance Share Plan 2026 (item 15 b)
As of the date of this notice, the Company holds 4,474,342 series B shares and 2,747,433 series C shares. As per the Articles of Association of the Company, the series C shares may, through a resolution by the Board of Directors of the Company, be converted into series B shares.
The Board of Directors proposes that transfers of Betsson's own series B shares (which may include either series B shares held by the Company, series B shares acquired by the Company based on authorisation according to item 16 (or similar future authorisations), and/or series B shares held by the Company after conversion from series C shares) to the Participants may be made on the following terms:
a) Transfers may be made only of series B shares in Betsson, whereby a maximum of 1,190,762 series B shares may be transferred free of charge to either (i) the Participants of the Performance Share Plan 2026, or (ii) subsidiaries within the Betsson Group and such subsidiaries shall be obligated to immediately transfer, free of charge, shares to Participants of the Performance Share Plan 2026.
b) Right to acquire series B shares in Betsson free of charge shall - with deviation from the shareholders' preferential rights - be granted to such persons within the Group who are Participants in the Performance Share Plan 2026 and subsidiaries within the Betsson Group and such subsidiaries shall be obligated to immediately transfer the acquired shares, free of charge, to Participants of the Performance Share Plan 2026. The reason for the deviation from the shareholders' preferential rights is to ensure delivery of shares to Participants under the Performance Share Plan 2026.
c) Transfers of series B shares in Betsson shall be made free of charge at the time and on the other terms that the Performance Share Plan 2026 Participants are entitled to be allocated shares.
d) The number of series B shares in Betsson that may be transferred under the Performance Share Plan 2026 will be subject to recalculation as a result of intervening bonus issues, splits, rights issues and/or other similar corporate events in accordance with the terms of the Performance Share Plan 2026.
________________________
Conditions
The Annual General Meeting's resolution on the implementation of the Performance Share Plan 2026 according to item 15 a) above is conditional upon the Annual General Meeting resolving in accordance with the Board of Directors' proposal under item 15 b) above.
Majority requirements, etc.
Each of the Annual General Meeting's resolutions, according to item 15 a) above, requires a simple majority of the votes cast. A valid resolution under item 15 b) above requires that shareholders representing not less than nine-tenths of the votes cast as well as of the shares represented at the Annual General Meeting approve the resolution.
Other incentive plans in the Company
For a description of the Company's other long-term incentive programs, reference is made to the Annual Report for 2025, note 7.
Resolution on authorising the Board of Directors to resolve on repurchase and transfer of series B shares (item 16)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the next Annual General Meeting, on one or more occasions, to resolve on the acquisition of such number of the Company's own shares that the Company's holding of own shares at any time does not exceed ten percent of all shares in the Company. Acquisitions shall be made on Nasdaq Stockholm at a price per share that does not exceed the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue and otherwise in accordance with the rules of Nasdaq Stockholm. In connection with acquisitions carried out by a member of Nasdaq Stockholm on behalf of the Company, the price paid for the Company's own shares may correspond to the volume-weighted average price over the period during which the shares were acquired, even if the volume-weighted average price falls outside the range of prices on the day of delivery. Acquisitions may further be carried out within the framework of a share buyback program in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council and Commission Delegated Regulation (EU) 2016/1052.
The purpose of the authorisation to repurchase shares is to provide the Board of Directors with increased flexibility in managing the Company's capital structure and to create flexibility in the Company's opportunities to acquire companies or businesses and to secure the Company's commitments in respect of incentive programmes as applicable from time to time.
It is further proposed that the Board of Directors be authorised, with deviation from the shareholders' preferential rights, to resolve on the transfer of the Company's own shares, either as consideration in connection with the acquisition of companies or businesses at a market value as assessed by the Board of Directors. The authorisation to transfer own shares shall be limited so that the Board of Directors may not resolve to transfer more than 14.3 million series B shares, corresponding to approximately 10 percent of the share capital and approximately 5 percent of the votes in the Company.
The purpose of the authorisation to transfer own shares is to provide the Board of Directors with increased flexibility in the Company's opportunities to acquire companies or businesses.
For a resolution to be valid in accordance with the Board of Directors' proposal as above, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Resolution on authorising the Board of Directors to resolve on issue of shares and/or convertibles (item 17)
The Board of Directors proposes that the Annual General Meeting pass a resolution authorising the Board of Directors, on one or more occasions, up until the next Annual General Meeting, with or without deviation from the shareholders' preferential right, against cash payment, capital contributed in kind or by set-off, to issue shares and/or convertibles.
The authorisation as set out above shall be limited such that the Board of Directors may resolve on the issue of shares and/or convertibles that entail the issue of or conversion into, in total, no more than 14.3 million series B shares, corresponding to a dilution of approximately 10 percent of the capital and approximately 5 percent of the votes in the Company.
The aim of the authorisation is to increase the Company's financial flexibility and to be able to make payments with own shares and/or convertibles in connection with any acquisitions of companies or businesses that the Company may make, and to regulate any supplementary purchase prices in connection with such acquisition. Cash issues, with deviation from the shareholders' preferential right, may only be made to finance purchase prices to be paid in cash in connection with an acquisition of a company or business. Set-off issues, with deviation from the shareholders' preferential right, may only be made in connection with the regulation of supplementary purchase prices due to acquiring a company or business. For issues where deviation is made from the shareholders' preferential right, the basis for establishing the issue price shall be the prevailing market conditions at the time when shares and/or convertibles are issued.
For a resolution to be valid in accordance with the Board of Directors' proposal as above, the resolution must be represented by shareholders with at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
The Board of Directors, or such person as the Board of Directors may appoint, shall be authorised to make the minor adjustments in the resolution as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden and to perform such other measures required to execute the resolution.
Resolution on reduction of share capital through cancellation of own series B shares and increase of share capital through a bonus issue without the issuance of new shares (item 18)
Background
Pursuant to the authorisation granted by the Annual General Meeting 2025, the Board of Directors has resolved to acquire the Company's own shares within the framework of the Company's share buyback program, which was announced on 24 October 2025. As of the date of this notice, the Company has repurchased a total of 3,094,000 own series B shares. In addition, the Company holds 1,380,342 series B shares which, in accordance with the Company's Articles of Association and following a resolution by the Board of Directors, have been converted from series C shares into series B shares to be used within the framework of the Company's incentive programs. The Board of Directors proposes that the Annual General Meeting resolves that the series B shares repurchased within the framework of the Company's share buyback program, and not the converted series B shares, shall be cancelled in accordance with the proposals under items 18 a) and 18 b) below.
Resolution on reduction of share capital through cancellation of own series B shares (item 18 a)
The Board of Directors proposes that the Annual General Meeting resolves to reduce the Company's share capital by EUR 204,204 through the cancellation of 3,094,000 own series B shares held in treasury by the Company. Each share has a quota value of approximately EUR 0.066. The reduction shall be carried out without repayment to the shareholders, and the purpose of the reduction is to allocate the reduction amount to unrestricted equity. The shares shall be cancelled without consideration.
Following the implementation of the reduction, the Company's share capital will amount to EUR 9,215,965 and the number of shares in the Company will amount to 139,635,838.
The reduction of the share capital may be carried out without permission from the Swedish Companies Registration Office (Bolagsverket) or a general court, as the Company is simultaneously proposed to carry out a bonus issue in accordance with item 18 b) below, with an amount at least corresponding to the reduction amount. Taken together, these measures entail that neither the Company's restricted equity nor its share capital will be reduced.
Resolution on an increase of share capital through a bonus issue without the issuance of new shares (item 18 b)
The Board of Directors proposes that the Annual General Meeting resolves to increase the Company's share capital by EUR 204,204 through a bonus issue, with the purpose of restoring the share capital to its original level following the reduction implemented pursuant to item 18 a) above. The increase shall be effected by a transfer of a corresponding amount from the Company's unrestricted equity to the share capital. No new shares shall be issued in connection with the bonus issue.
Following the implementation of the bonus issue, the Company's share capital will amount to EUR 9,420,169, corresponding to the share capital prior to the reduction under item 18 a).
Other information
The resolutions under items 18 a) and b) are conditional upon each other and are proposed to be adopted as one joint resolution.
The Board of Directors, or a person authorised by the Board of Directors, shall be entitled to make such minor adjustments to the resolution adopted by the Annual General Meeting as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office (Bolagsverket), Euroclear Sweden AB, or as a result of other formal requirements.
For a resolution to be valid in accordance with the Board of Directors' proposal as above, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
OTHER
Documents
The complete proposals and other documents that shall be made available prior to the Annual General Meeting pursuant to the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the Company's office and on the Company's website, www.betssonab.com, under the Corporate Governance section, not later than three weeks prior to the Annual General Meeting. The documents will also be sent to the shareholders who request it and state their postal address. Such a request may be sent to Betsson AB, c/o Computershare AB, Box 149, SE-182 12 Danderyd, Sweden or by e-mail to generalmeeting@betssonab.com.
Shareholders' right to obtain information
The Board of Directors and the Chief Executive Officer shall provide information, if any shareholder so requests and if the Board of Directors believes that this can be done without significant damage to the Company, about circumstances that may affect the assessment of a matter on the agenda, circumstances that may affect the assessment of the Company's or a subsidiary's financial situation or concern the Company's relation to another Group company or consolidated accounts. Shareholders wishing to submit questions in advance can do so by emailing generalmeeting@betssonab.com.
Number of shares and votes
At the time of the issuance of this notice, there were a total of 142,729,838 shares in the Company, representing in total 278,035,838 votes, divided into 15,034,000 series A shares (representing 150,340,000 votes), 124,948,405 series B shares (representing 124,948,405 votes), and 2,747,433 series C shares (representing 2,747,433 votes). As of the same date, the Company holds 4,474,342 series B shares and 2,747,433 series C shares, which may not be represented at the Annual General Meeting.
Personal data
Information on how your personal data is processed is available at: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm, March 2026
Betsson AB
The Board of Directors
For further information, please contact:
Johan Lundberg: Chair of the Board
Phone number: +46 (0)8 506 403 00
Fanny Mannheimer: Legal Counsel
Phone number: +46 (0)7 63 288 382,
E-mail: fanny.mannheimer@betssonab.com