Jumpgate AB held its annual general meeting on 5 June 2025. At the meeting, the following resolutions were made.

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

Income statements and balance sheets as well as allocation of the company's profit or loss
The general meeting resolved to adopt the income statement and the balance sheet for the fiscal year of 2024. The meeting resolved, in accordance with the proposal of the board of directors, that no dividend is paid for the fiscal year of 2024 and that the company's funds available for distribution are carried forward.

Discharge from liability
The general meeting resolved to grant discharge from liability to all persons who have had the position of board member or CEO in the company during 2024.

Election and remuneration of the board of directors and auditor
The general meeting resolved that the board of directors shall consist of five (5) ordinary members without deputies and that one (1) registered auditing company is appointed as auditor until the end of the next annual general meeting.

The general meeting resolved to re-elect Marcus Jacobs, Viktor Modigh, Andras Vajlok and Markus Windelen, and to elect Harald Riegler as members of the board for the period until the end of the next annual general meeting. The general meeting resolved to re-elect Viktor Modigh as chairman of the board.

The general meeting resolved that the remuneration for the board of directors, for the period until the end of the next annual general meeting, shall be paid as follows: (i) an annual remuneration of SEK 100,000 to board members (excluding the CEO); (ii) an annual remuneration of SEK 200,000 to the chairman of the board. No remuneration shall be paid for any committee work. Board members shall also be entitled to invoice the company to the extent that they perform services outside the scope of their duties as board members. It is noted that Viktor Modigh and Andras Vajlok have not participated in the resolution on the proposed remunerations for the chairman of the board and other board members.

The general meeting resolved to re-elect the registered audit company Göteborgs Revision Kommanditbolag as auditor in the company for the period until the end of the next annual general meeting and that remuneration to the auditor shall be paid in accordance with approved invoice. Göteborgs Revision Kommanditbolag as informed that the authorised auditor Stefan Kylebäck will be the principal auditor.

Resolution on instruction on appointment of a nomination committee
The general meeting resolved to adopt a new instruction on appointment of nomination committee.

Resolution to amend the articles of association
The general meeting resolved to amend articles 2 and 4-5 of the articles of association. The amendment was made in order to amend the board of directors’ registered office to the municipality of Stockholm and to amend the limits on the share capital and the number of shares in the company

Resolution on reduction of the share capital
The general meeting resolved in accordance with the proposal from the board of directors to reduce the company’s share capital by SEK 11,746,089.66. The reduction shall be carried out without redemption of shares. The reduction of the share capital shall be made for allocation to non-restricted equity. The reduction is being carried out to reduce the quotient value of the shares.

Approval of the board of directors' resolution on a share issue with preferential rights for the company's existing shareholders
The general meeting resolved to approve the board of directors' resolution on 7 May 2025 to issue a maximum of 5,849,780 new shares, increasing the share capital by a maximum of SEK 10,237,115. Upon full subscription, the company will receive approximately SEK 10.2 million before transaction costs. The right to subscribe for the new shares shall be granted with preferential rights to the shareholders in proportion to the number of shares they already own on the record date of 11 June 2025, whereby one (1) existing share shall entitle to one (1) subscription rights and two (2) subscription rights shall entitle to subscription of one (1) new share. The subscription price shall be SEK 1.75 per share. The subscription period runs from and including 13 June 2025 up to and including 27 June 2025. The board of directors has the right to extend the subscription and payment period.

Resolution on a directed issue of warrants
The general meeting resolved, in accordance with the board of directors' proposal, on a directed issue of not more than 15,270,182 warrants of series 2025/2026 (the "Warrants") entitling to subscription of a total of 15,270,182 shares in the company. The right to subscribe for the Warrants shall only, with deviation from the shareholders' preferential rights, be granted to a limited number of lenders who have provided a loan of a maximum of SEK 13.63 million in total as announced by the company on 7 May 2025.

One (1) warrant of series 2025/2026 entitles the holder to subscribe for one (1) new share in the company during the periods from 1 December 2025 up to and including 31 December 2025 and from 1 December 2026 up to and including 31 December 2026. The subscription price for subscription of shares based on warrants of series 2025/2026 shall amount to SEK 1.75, corresponding to a discount of approximately 20.9 per cent compared to the volume weighted average price of the share over 20 trading days on NGM Nordic SME ending on 6 May 2025. The Warrants are issued free of charge.

Upon full exercise of all warrants of series 2025/2026 issued, the share capital will increase by a maximum of SEK 26,722,818.5.

Resolution on a bonus issue
The general meeting resolved to increase the share capital by way of a bonus issue with an amount of SEK 11,746,089.66. The bonus issue shall be carried out without the issuance of new shares, through the amount being transferred from unrestricted equity.

Resolution on reduction of the share capital
The general meeting resolved in accordance with the proposal from the board of directors to reduce the company’s share capital by SEK 10,237,115. The reduction shall be carried out without redemption of shares. The reduction of the share capital shall be made for allocation to non-restricted equity. The reduction of the share capital shall be set at an amount in SEK (but not more than SEK 10,237,115) corresponding to the part of the increase of the share capital pursuant to the resolution on the new share issue under item 13 on the agenda that is attributable to the increase due to newly issued shares.

Resolution to amend the articles of association
The general meeting resolved to amend articles 4-5 of the articles of association. The amendment was made in order to amend the limits on the share capital and the number of shares in the company

Resolution on reduction of the share capital
The general meeting resolved in accordance with the proposal from the board of directors to reduce the company’s share capital by SEK 31,720,319.66. The reduction shall be carried out without redemption of shares. The reduction of the share capital shall be made for allocation to non-restricted equity. The reduction of the share capital shall be set at an amount in SEK (but not more than SEK 31,720,319.66) required for the company's share capital to amount to the minimum share capital permitted under the company's articles of association under item 17 on the agenda, with the required amendments to achieve an appropriate quota value with no more than six decimal places. The resolution requires approval from the Swedish Companies Registration Office.

Authorisation for the board of directors to resolve on issue of shares, warrants and/or convertibles
The general meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors to, until the next annual general meeting, on one or more occasions, with or without deviation from the shareholder´s preferential rights, resolve to increase the company's share capital by issue of shares, warrants and convertibles. The authorisation also includes the right to decide on payment for the issued shares by set-off, in kind or with other conditions. The company's share capital and number of shares may, by virtue of the authorisation, be increased by a maximum amount and number within the limits set out in the articles of association. If the board of directors resolves on an issue with deviation from the shareholders' preferential rights, the reason shall be to strengthen the company's financial position or to enable acquisitions or investments. In the event of a deviation from the shareholders' preferential rights and in the event of payment in kind, the issue rate shall be determined in accordance with market conditions, taking into account any discount on market terms.

Approval of related party transaction

The general meeting resolved to approve the related party transaction announced on 28 June 2024 regarding the signing of a financing agreement for a new game project with MGV Financing AB, a company partly owned by Andras Vajlok (board member of Jumpgate) (“MGV”) for a total of approximately SEK 6.5 million (EUR 600 thousand) for the game Grand Prix of Europe. Pursuant to the agreement, MGV will finance part of the development budget for the game and the net proceeds from sales will then be distributed between MGV, an external investor and Jumpgate in proportion to each party's investment in the project. The financing has been paid out in instalments during the project period.

It is the board's assessment that the financing agreement is beneficial to Jumpgate.

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For additional information: 
Harald Riegler CEO, Jumpgate AB E-mail: ir@jumpgategames.se

About the company
Jumpgate AB is an independent group of game development companies founded in 2011, comprising four game studios: Nukklear (Hannover), Tivola Games (Hamburg), gameXcite (Hamburg) and Funatics (Düsseldorf). The group develops and publishes its own games as well as developing games and other digital products for external companies. The companies in the group have established collaborations with strong industry partners and exciting product portfolios with large potential. The group is engaged in the global market, distributing games on a worldwide basis and has a large international network. For more information: www.jumpgategames.se

This information is information that Jumpgate AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2025-06-05 16:25 CEST.

Attachments
Bulletin from the Annual General Meeting 2025 of Jumpgate AB

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