Notice of Extraordinary General Meeting

The shareholders of Fable Media Group AB (publ), 556706–8720 (the “Company”), are hereby invited to attend the Extraordinary General Meeting on Monday, 15 December 2025 at 10:00 a.m. at Advokatfirman Cederquist’s offices on Hovslagargatan 3 in Stockholm.

Participation and notification

Shareholders who wish to participate in the Extraordinary General Meeting must:

• be registered in the share register maintained by Euroclear Sweden AB on Friday, 5 December 2025; and
• give notice of participation no later than Tuesday, 9 December 2025 in writing to Fable Media Group AB, Box 7066, 103 86 Stockholm, or by e-mail to info@fablemedia.se. Shareholders shall in their notice state their full name, personal identification number or company registration number, shareholding, address, e-mail address, telephone number and, if applicable, information on representative or assistants (not more than two). If applicable, powers of attorney, registration certificate and other authorisation documents shall be enclosed with the notice.

Nominee-registered shares

To be entitled to participate in the Extraordinary General Meeting, shareholders whose shares are registered in the names of nominees, through a bank or other nominee must, in order to be entitled to participate in the meeting, re-register the shares in their own name with Euroclear Sweden AB so that the shareholder is recorded in the presentation of the share register as of Friday 5 December 2025. Such re-registration may be temporary (so-called voting rights registration) and can be requested from the nominee in accordance with the nominee's procedures in such time as the nominee determines. Voting rights registrations completed by Tuesday 9 December 2025 will be considered in the presentation of the share register.

Proxy, etc.

If the shareholder is represented by proxy, the proxy must bring a written and dated power of attorney signed by the shareholder to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (no longer than five years) is stated in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also provide a registration certificate or other authorisation documents for the legal entity. To facilitate the administration, a copy of the power of attorney, registration certificate, and other authorisation documents should be enclosed with the notice to the meeting. A template proxy form is available on the Company's website, www.fablemedia.se/en, and will be sent by post to shareholders who request it.

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. Election of one or two persons to check and verify the minutes

6. Determination of whether the meeting has been duly convened

7. Resolution on approval of related-party transaction

8. Resolution on dividend distribution

9. Closing of the meeting

Resolution on approval of related-party transaction (item 7)

Background

The terms of Fable Media Group’s outstanding bond loan previously contained restrictions on dividend distributions to shareholders. On 9 November 2025, the Company entered into new bond terms, which, among other things, included an amendment enabling the Company to distribute dividends without a cap, provided that the Company fulfils the financial covenants under the bond terms. One of the conditions for the new terms was that the Company’s largest shareholder, Frederik Falbe-Hansen Holding ApS, as well as Frederik Cardel Falbe-Hansen personally, issued a guarantee in respect of the bond loan in return for market-based compensation in the form of a guarantee fee payable by the Company to Frederik Falbe-Hansen Holding ApS.

The Board intends to continue proposing quarterly dividends. This has been made possible through the entry, as of 9 November 2025, into the new bond loan with ISIN SE0026853301 and a nominal amount of SEK 60 million (the “Bond Loan”).

In view of the fact that Frederik Cardel Falbe-Hansen is both a member of the Board and a major shareholder of Fable Media Group, and that the guarantee fee exceeds both one (1) million kronor and one (1) per cent of the Company’s market value, the payment of the guarantee fee constitutes a related-party transaction and is subject to approval by the General Meeting in accordance with the decision-making procedure set out in the statement AMN 2019:25 made by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Frederik Cardel Falbe-Hansen has not participated in the Board’s deliberations or resolutions concerning matters related to the guarantee fee. However, the Board remains quorate without him, as three of the four directors of Fable Media Group AB are authorised to participate in the handling and decision-making regarding the guarantee fee.

Approval of the guarantee fee (Board’s report and proposal)

As appears from the background above, the new bond terms include an amendment that enables the Company to distribute dividends without a cap, provided that the Company fulfils the financial covenants under the terms. A condition for this amendment was that the Company’s largest shareholder, Frederik Falbe-Hansen Holding ApS, together with Frederik Cardel Falbe-Hansen personally, issued a guarantee in respect of the bond loan in return for a market-based guarantee fee payable by the Company to Frederik Falbe-Hansen Holding ApS.

The agreements between the Company and Frederik Falbe-Hansen Holding ApS (the “Majority Shareholder”) relating to the guarantee fee stipulate that a guarantee shall be issued in favour of all bondholders by the Majority Shareholder, under which the Majority Shareholder guarantees full payment under the Bond Loan in exchange for receiving a market-based annual guarantee fee from the Company corresponding to 3 per cent of the portion of the Bond Loan held by external investors, which currently amounts to SEK 1.8 million (the “Guarantee Fee”).

The Board assesses that it was in the interests of the shareholders and the Company to enter into the new bond terms, which, among other things, enable increased dividend distributions. The Board has carefully considered alternative financing options, such as bank financing and financing on the capital markets, but concluded that these alternatives were less favourable for the Company. A structure in which the Majority Shareholder guarantees the fulfilment of the Company’s obligations in a cost-efficient and rapid manner enables dividend distributions to shareholders and is therefore in the shareholders’ interests. The Board further considers that the Guarantee Fee is market-based and reasonable from a financial perspective and that it enables the Board’s strategy of providing shareholders with a direct return through quarterly dividends.

The Board therefore proposes that the General Meeting resolve to approve the Guarantee Fee in accordance with the terms set out above.

For a valid resolution approving the related-party transaction as described above, the proposal must be supported by shareholders representing at least half of the votes cast at the General Meeting. Shares and votes held by Frederik Falbe-Hansen Holding ApS and Frederik Cardel Falbe-Hansen, including their related parties, shall not be counted.

Resolution on dividend distribution (item 8)

As announced on 17 November 2025, the Company’s results allow for a dividend of approximately SEK 5.1 million during the fourth quarter of 2025. The Board therefore proposes a dividend of SEK 0.15 per share. The proposed record date is 17 December 2025, with expected payment via Euroclear Sweden AB on 22 December 2025.

According to the most recently adopted balance sheet as of 31 December 2024, the unrestricted equity of the Company amounted to SEK 25,692,822. Since then, the only value transfer has been a dividend of SEK 3,397,063, meaning the amount available for distribution according to Chapter 17, Section 3 of the Swedish Companies Act (Sw. 17 kap. 3 § aktiebolagslagen) is SEK 22,295,759.

Additional information

Number of shares and votes

As of the date of this notice, there are a total of 33,970,630 shares in the Company. All shares have equal voting rights. The Company holds no shares in treasury.

Available documents

The Company’s annual report and auditor’s report for the financial year 2024, the Board’s statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, and the report pursuant to Chapter 18, Section 6 of the Swedish Companies Act, the auditor’s statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act, and a proxy form will be available at the Company and on the Company’s website, www.fablemedia.se/en, no later than three weeks prior to the Extraordinary General Meeting. Copies of the documents will be sent to shareholders who request them and provide their postal address.

Authorisation

The Company's Board is authorised to make such minor adjustments to the resolution of the meeting as may be required in connection with registrations with the Swedish Companies Registration Office (Sw. Bolagsverket) and Euroclear Sweden AB.

Information at the General Meeting

The Board and the CEO shall, if any shareholder so requests, and the Board believes that it can be done without material harm to the Company, at the Extraordinary General Meeting provide information on any circumstances that may affect the assessment of a matter on the agenda.

Processing of personal data

Information regarding the processing of personal data is available in Euroclear Sweden AB’s privacy policy:

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Translation
This is a translation of the original notice in Swedish. In the event of any discrepancies, the Swedish version shall prevail.

________

Stockholm, November 2025

Fable Media Group AB (publ)

THE BOARD OF DIRECTORS

The information was submitted for publication, through the agency of the contact person, on 21-11-2025 11:54 CET

Fable Media Group AB invests in lead generation businesses. The company is listed on Spotlight Stock Market in Stockholm.

For further information:
Alexander Pettersson, CEO
alexander@fablemedia.se
https://fablemedia.se

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