Evolution AB (publ), 556994-5792, holds an extraordinary general meeting on Tuesday, 22 September 2026 at 15:00 (CEST) in room 320, Strandvägen 7A, Stockholm, Sweden. Entry and registration begin at 14:30 (CEST).
The board of directors has, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) and the company’s articles of association, decided that shareholders shall be able to exercise their voting rights by post prior to the general meeting. Accordingly, shareholders may choose to participate in the general meeting in person, by proxy or through postal voting.
EXERCISE OF VOTING RIGHTS AT THE GENERAL MEETING
Shareholders who wish to exercise their voting rights at the general meeting must:
· be entered as a shareholder in the share register kept by Euroclear Sweden AB (“Euroclear”) on Monday, 14 September 2026 or, if the shares are registered in the name of a nominee, request from the nominee that the shares are registered for voting purposes in such time that the registration is completed not later than on Wednesday, 16 September 2026; and
· give notice of participation to the company in accordance with the instructions set out in the section “Notice of attendance in person or by proxy”, or submit a postal vote in accordance with the instructions set out in the section “Instructions for postal voting”, not later than on Wednesday, 16 September 2026.
Notice of attendance in person or by proxy
Shareholders who wish to attend the general meeting in person or by proxy shall give notice to the company of this either electronically via links on the company’s website (www.evolution.com), by e-mail to proxy@computershare.se, by post to Evolution AB (publ), “Extraordinary General Meeting”, c/o Computershare AB, P.O. Box 149, SE-182 12 Danderyd, Sweden or by telephone on +46 (0)771-24 64 00 on weekdays between 09:00 and 16:00 (CEST). The notice of attendance must state the shareholder’s name or business name, personal identification number or corporate registration number, address, telephone number and, where applicable, the number of accompanying advisors (not more than two).
Shareholders who do not wish to participate in person or exercise their voting rights by postal voting may exercise their voting rights at the general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.
In order to facilitate the registration at the general meeting, powers of attorney, certificates of registration and other documents of authority should be received by the company at the address Evolution AB (publ), “Extraordinary General Meeting”, c/o Computershare AB, P.O. Box 149, SE-182 12 Danderyd, Sweden or be sent by e‑mail to proxy@computershare.se not later than on Wednesday, 16 September 2026. Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the general meeting through a proxy. A submitted power of attorney is not considered as a notice of attendance. A template proxy form is available on the company’s website (www.evolution.com).
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting must use the postal voting form and follow the instructions that are available on the company’s website (www.evolution.com). The postal vote must be received by the company not later than on Wednesday, 16 September 2026. The postal voting form must either be sent by e-mail to proxy@computershare.se, be submitted electronically in accordance with the instructions on the company’s website (www.evolution.com) or be sent by post to Evolution AB (publ), “Extraordinary General Meeting”, c/o Computershare AB, P.O. Box 149, SE-182 12 Danderyd, Sweden. If the shareholder is a legal entity, a copy of a valid registration certificate or other equivalent authorisation document must be enclosed with the form. The same applies if the shareholder is voting by post through a proxy.
Shareholders who wish to revoke a submitted postal vote and instead exercise their voting right by attending the general meeting in person or by proxy must notify the secretariat of the general meeting before the general meeting opens.
PROCESSING OF PERSONAL DATA
Personal data obtained from the share register, notices of attendance at the general meeting and information regarding proxies will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the general meeting.
For more information on how personal data is processed in connection with the general meeting, please refer to the privacy notices that are available on Computershare AB’s and Euroclear’s websites (www.computershare.com/se/gm-gdpr#English and www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf).
PROPOSED AGENDA
1. Opening of the general meeting
2. Election of chairman of the general meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes of the meeting
6. Determination of whether the general meeting has been duly convened
7. Resolution on:
a) reduction of the share capital through cancellation of repurchased shares;
b) increase of the share capital through a bonus issue without issue of new shares; and
c) reduction of the share capital without cancellation of shares
8. Closing of the meeting
Item 2: Election of chairman of the general meeting
The board of directors proposes that Fredrik Palm, a member of the Swedish Bar Association, active at Gernandt & Danielsson Advokatbyrå, or, if he is unavailable, the person appointed by the board of directors, is elected as chairman of the general meeting.
Item 5: Election of one or two persons to verify the minutes of the meeting
The board of directors proposes that Markus Kitunen, CEO of Inbox Capital AB, or, if Markus Kitunen is unavailable, the person appointed by the board of directors, is elected to, in addition to the chairman, verify the minutes of the general meeting.
Item 7: Resolution on a) reduction of the share capital through cancellation of repurchased shares; b) increase of the share capital through a bonus issue without issue of new shares; and c) reduction of the share capital without cancellation of shares
Background
As of 27 August 2026, the company has, following a resolution by the board of directors, based on the authorisation from the annual general meeting 2026, acquired 13,373,756 of its own shares on Nasdaq Stockholm and holds in total 13,373,756 own shares in treasury. The board of directors proposes that the own shares held by the company at the time of the general meeting shall be cancelled in accordance with proposals a) – c) below.
The company is planning to continue repurchasing shares during the time between the notice and the general meeting and it is therefore not yet known how many own shares it will hold in treasury at that time. The proposed reduction of the share capital through cancellation of repurchased shares under item a) is therefore proposed to have a maximum limit, corresponding to the maximum number of own shares that the company may hold in treasury under the Swedish Companies Act.
To restore the company’s restricted equity and share capital following the reduction under item a), and thereby avoid the need for authorisation from the Swedish Companies Registration Office (Sw. Bolagsverket) (the “SCRO”) or a court of general jurisdiction, the board proposes a bonus issue under item b) corresponding to the maximum reduction under item a). Following the completion of the bonus issue, the share capital of the company will thus be equal to or higher than the share capital before the reduction in accordance with item a), depending on the number of own shares held by the company on the date of the general meeting and, consequently, the amount of share capital reduced and the number of own shares cancelled upon registration of item a) with the SCRO.
To correct any difference between the reduction actually registered with the SCRO under item a), which is to correspond to the quota value of the own shares actually held in treasury at the time of the general meeting, and the bonus issue under item b), the board further proposes an additional reduction of the share capital without cancellation of shares under item c) corresponding to the difference. The aggregate reduction registered with the SCRO under items a) and c) shall in no event exceed the bonus issue under item b), and so, the restricted equity and share capital will in every case be restored to the same level as before the reductions and bonus issue under items a) – c). Therefore, item c) can also be effected without obtaining authorisation from the SCRO or a court of general jurisdiction.
a) Reduction of the share capital through cancellation of repurchased shares
The board of directors proposes that the general meeting resolves that the company’s share capital is reduced by up to EUR 65,040.652453 through cancellation of up to 19,922,661 own shares held by the company. The purpose of the reduction of the share capital is allocation to the company’s unrestricted equity. The shares shall be redeemed at zero consideration.
b) Increase of the share capital through a bonus issue without issue of new shares
The board of directors proposes that the general meeting resolves to increase the share capital of the company by EUR 65,040.652453 by way of a bonus issue in order to restore the share capital after completing the reductions of the share capital in accordance with item a) and c). The amount by which the share capital is to be increased shall be transferred from the unrestricted equity of the company and no new shares are to be issued in connection with the increase of the share capital.
c) Reduction of the share capital without cancellation of shares
The board of directors proposes that the general meeting resolves that the company’s share capital is reduced by up to EUR 65,040.652453 without cancellation of shares, in order to account for any difference between the reduction of share capital under item a) that is actually registered with the SCRO and the bonus issue under item b), and to restore the share capital to its original level. The purpose of the reduction of the share capital is allocation to the company’s unrestricted equity.
Majority requirements
A resolution in accordance with this item 7 is valid only where it is supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.
Authorisation
The board of directors shall be authorized to make such minor adjustments in the resolutions 7 a) – c) that may be required in connection with the registration of the reductions of the share capital and the bonus issue with the SCRO.
Miscellaneous
The board of directors’ proposals pursuant to items 7 a) – c) are conditional upon each other and are to be resolved upon by the general meeting as one resolution.
NUMBER OF SHARES AND VOTES
As of the date of this notice, the total number of shares in the company is 199,226,613, corresponding to a total number of votes of 199,226,613. The company holds 13,373,756 treasury shares as of 27 August 2026.
SHAREHOLDERS’ RIGHTS TO REQUEST INFORMATION
The board of directors and the CEO shall, if requested by a shareholder and the board of directors believes that it can be done without significant harm to the company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda. The obligation to provide information shall also apply to the company’s relationship with another group company, the consolidated accounts and such circumstances regarding subsidiaries that are referred to in the preceding sentence.
DOCUMENTS
The complete proposals and other documents that shall be made available prior to the general meeting pursuant to the Swedish Companies Act will be made available at the company and on the company’s website (www.evolution.com), not later than three weeks prior to the 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 Evolution AB (publ), “Extraordinary General Meeting”, c/o Computershare AB, P.O. Box 149, SE-182 12 Danderyd, Sweden or by e-mail to ir@evolution.com.
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Stockholm in August 2026
Evolution AB (publ)
The board of directors
About Us
Evolution AB (publ) (”Evolution”) develops, produces, markets and licenses fully integrated B2B Online Casino solutions to gaming operators. Since its inception in 2006, Evolution has developed into a leading B2B provider with 870 operators among its customers. The group currently employs ~22,900 people in studios across Europe, Asia, North and South America. The parent company is based in Sweden and listed on Nasdaq Stockholm with the ticker EVO. Visit www.evolution.com for more information. Evolution is licensed and regulated by the Malta Gaming Authority under license MGA/B2B/187/2010. Evolution is also licensed and regulated in many other jurisdictions such as the United Kingdom, Belgium, Canada, Romania, South Africa, and others.