STOCKHOLM, SE / ACCESS Newswire / November 5, 2025 / Bambuser AB (STO:BUSER) (FRA:5JL) - The shareholders of Bambuser AB, reg. no. 556731-3126, ("Bambuser" or the "Company" and together with its subsidiaries, the "Group") are hereby invited to the Extraordinary General Meeting (the "EGM") on Tuesday, 9 December 2025, at 15:00 p.m. CET at Advokatfirman Delphi's office at Mäster Samuelsgatan 17 in Stockholm, Sweden. Registration for the meeting will commence at 14:30 p.m. CET.

Participation at the EGM

Shareholders who wish to attend the EGM must:

  • both be recorded as shareholders in the share register maintained by Euroclear Sweden AB on the record date on Monday, 1 December 2025, and

  • notify the Company of their participation no later than on Wednesday, 3 December 2025.

Notification must be made in writing to the Company at the following address: Bambuser AB, "EGM", Regeringsgatan 55, SE-111 56 Stockholm, Sweden, or by e-mail to [email protected]. The notification shall include full name, personal/corporate identity number, number of shares, address, daytime telephone number and, when applicable, information about deputies, proxies and advisors. The number of advisors can be at most two.

Nominee registered shares

To be entitled to participate in the EGM, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of their participation to the EGM, register the shares in their own name so that the shareholder is registered in the shareholders' register kept by Euroclear Sweden AB on the record date on Monday, 1 December 2025. Such registration may be temporary (so-called voting registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than on Wednesday, 3 December 2025 will be considered in the preparation of the share register.

Proxies

Shareholders represented by a proxy shall issue a written power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a copy of the certificate of registration of the legal entity or, if such document does not exist, by a corresponding document of authority. To facilitate admission to the EGM, proxies (with any supporting documents) should be sent by email to [email protected], together with notification of participation. The power of attorney may not have been issued more than five years prior to the EGM. Proxy forms are available at the Company and on the Company's website, https://ir.bambuser.com/corporate-governance/general-meeting, and sent to shareholders who so request and provide their postal address or e-mail address.

Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting.

  2. Preparation and approval of voting list.

  3. Approval of the agenda.

  4. Election of one or two persons to approve the minutes.

  5. Determination as to whether the meeting has been duly convened.

  6. Resolution on a) issue of equalization shares, b) amendment of the articles of association (shares and share capital) and c) reverse share split.

  7. Resolution on new issue of shares with preferential rights for existing shareholders.

  8. Resolution on a directed compensation issue to Muirfield Invest Aktiebolag.

  9. Closing of the meeting.

Resolution proposed by the board of directors (item 1 and 6-8)

Item 1 - Election of chairman of the meeting

The board of directors proposes that the lawyer Mats Dahlberg from Advokatfirman Delphi is elected as chairman of the EGM, or in his absence, the person designated by Mats Dahlberg.

Item 6 - Resolution on a) issue of equalization shares, b) amendment of the articles of association (shares and share capital) and c) reverse share split

In order to achieve an, for the Company, appropriate number of shares, the board of directors proposes that the EGM resolves on a reverse share split of the Company's shares in accordance with item c) below. To enable the reverse share split in accordance with the board of director's proposal under item c) below and otherwise adjust the limits in the articles of association regarding shares and share capital, the board of directors proposes that the EGM resolves to issue equalization shares in accordance with item a) below and to amend the articles of association regarding limits for the number of shares and share capital in accordance with item b) below.

Item a)-c) below shall be considered as one proposal and shall therefore be adopted as one resolution. Item a)-c) are mutually conditional upon each other.

The board of directors, the managing director, or the person appointed by the board of directors, shall be entitled to make the minor adjustments of the decision required in connection with the registration thereof with the Swedish Companies Registration Office and Euroclear Sweden AB.

A valid resolution in accordance with the present proposal requires the support of shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the EGM.

a) Issue of equalization shares

In order to enable the proposed reverse share split in accordance with item c) below, the board of directors proposes that the EGM resolves on a new issue of a maximum of 15 shares, entailing an increase in the share capital of a maximum of SEK 0.75, in accordance with the following terms and conditions.

  1. The right to subscribe for the new shares shall vest in Bergs Securities AB. The reason for the deviation from shareholders' preferential rights is to facilitate the reverse share split in accordance with the proposed consolidation ratio under item c) below.

  2. A subscription price of SEK 0.05, corresponding to the quota value of the share, shall be paid for each share subscribed for. The reason for the subscription price corresponding to the quota value of the share is that the new issue is being carried out in order to achieve a total number of shares in the Company that is evenly divisible by the consolidation ratio under item c) below.

  3. Subscription through payment for the newly-issued shares shall take place no later than 9 December 2025.

  4. The board of directors shall be entitled to extend the payment and subscription period.

  5. The new shares carry a right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and have been recorded in the share register kept by Euroclear Sweden AB.

The resolution to issue equalization shares is conditional on the amendment of the articles of association in accordance with item b) below and the reverse share split in accordance with item c) below.

b) Amendment of the articles of association (shares and share capital)

In order to enable the reverse share split proposed under item c) below and to otherwise adjust the limits for share capital and number of shares in the articles of association, the board of directors proposes that the EGM resolves to amend articles 4 and 5 of the articles of association regarding the number of shares and share capital as follows, as well as some minor editorial changes.

Current wording

Proposed wording

4 § Share capital
The share capital shall be not less than SEK 3,350,000 and not more than SEK 13,400,000.

4 § Share capital
The share capital shall be not less than SEK 10,500,000 and not more than SEK 42,000,000.

5 § Number of shares
The number of shares shall be not less than 67,000,000 and not more than 268,000,000.

5 § Number of shares
The number of shares shall be not less than 7,000,000 and not more than 28,000,000.

The resolution to amend the articles of association is conditional on the issue of equalization shares in accordance with item a) above and the reverse share split in accordance with item c) below.

The proposed articles of association in its entirety are set out in the board of directors' complete proposal for resolution.

c) Reverse share split

The board of directors proposes that EGM resolves on a reverse share split of the Company's shares, whereby thirty (30) existing shares shall be consolidated into one (1) new share (consolidation ratio 30:1).

The board of directors proposes that the EGM authorize the board of directors to determine the record date for the reverse share split. The record date may not occur before the resolution of the reverse share split has been registered with the Swedish Companies Registration Office.

In connection with the determination of the record date for the reverse share split, the board of directors shall disclose the decision on the determination of the record date and disclose detailed information of the consolidation procedure.

A shareholder who, on the record date, does not hold a number of shares that is evenly divisible by 30 will, from Muirfield Invest Aktiebolag (the "Guarantor"), free of charge and through Euroclear Sweden AB's agency, receive the number of shares so that the shareholder's holding becomes evenly divisible by 30 (so-called rounding up) ("Top-up Shares"). This means that all shareholders will hold shares corresponding to a whole number of new shares at the time of the reverse share split and there will be no excess shares (so-called fractions).

In order to compensate the Guarantor for the transfer of Top-up Shares to eligible shareholders, free of charge, to facilitate the reverse share split, the board of directors further proposes that the EGM resolves on a directed issue, at quota value, to the Guarantor in accordance with item 8 below.

Following the completion of the reverse share split, the number of shares in the Company will decrease from 211,235,400 (after completion of the issue of equalization shares in accordance with item a) above) to 7,041,180. The proposed reverse share split will simultaneously result in an increase of the share's quota value from SEK 0.05 to SEK 1.5. The resolution regarding the reverse share split is conditional upon the issue of equalization shares in accordance with item a) above and amendment of the articles of association in accordance with item b) above.

Item 7 - Resolution on new issue of shares with preferential rights for existing shareholders

The board of directors proposes that the EGM resolves on a new issue of a maximum of 1,005,882 shares with preferential rights for existing shareholders, resulting in an increase of the share capital of a maximum of SEK 1,508,823 (based on the share structure after completion of the reverse share split in accordance with item 6 above) (the "Rights Issue"). The Rights Issue shall otherwise be subject to the following conditions.

Right to subscribe for shares

Those who are registered as shareholders in the Company in the share register kept by Euroclear Sweden AB on the record date are entitled to subscribe for shares with preferential rights in the Rights Issue. The record date for determination of which shareholders who are entitled to subscribe for shares with preferential rights is Wednesday, 14 January 2026.

For each existing share in the Company, one (1) subscription right is obtained. Seven (7) subscription rights entitle the holder to subscribe for one (1) new share.

Subscription of shares can also be made without subscription rights.

Subscription price

The subscription price per new share is SEK 15.90. The amount that exceeds the quota value of the shares shall be transferred to the free premium reserve.

Subscription and payment

Subscription of shares with subscription rights shall be made by cash payment during the period from and including Friday, 16 January 2026 up to and including Friday, 30 January 2026. Subscription of shares without subscription rights shall be made during the same period. Payment for shares subscribed for without subscription rights shall be made no later than the third banking day after notice of allotment has been sent to the subscriber by way of a contract note. The board of directors is entitled to extend the subscription and payment period.

Allocation

In the event that not all shares are subscribed for with subscription rights in accordance with the above, the board of directors shall, within the maximum amount of the Rights Issue, decide on the allocation of shares to others who have subscribed for shares without subscription rights and decide on the distribution between subscribers.

Firstly, allotment of shares subscribed for without subscription rights shall be made to such subscribers who have also subscribed for shares with subscription rights, irrespective of whether the subscriber was a shareholder on the record date or not, and in the event that allotment to such subscribers cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights exercised for subscription of shares. Secondly, allotment of shares subscribed for without subscription rights shall be made to others who have subscribed without subscription rights, and in the event that allotment to such subscribers cannot be made in full, allotment shall be made pro rata in relation to the number of shares subscribed for by each subscriber. Thirdly to investors who have entered into guarantee commitments, pro rata in relation to respective guarantee commitment. Insofar allocation cannot be done pro rata in any of the above stages, allocation will be done by drawing of lots.

Right to dividends

The new shares carry a right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and have been recorded in the share register kept by Euroclear Sweden AB.

Other

The board of directors, the managing director, or the person appointed by the board of directors, shall be entitled to make the minor adjustments of the decision required in connection with the registration thereof with the Swedish Companies Registration Office and Euroclear Sweden AB.

Item 8 - Resolution on a directed compensation issue to Muirfield Invest Aktiebolag

Muirfield Invest Aktiebolag, a holding company of the board member Carl Kinell, has committed to, free of charge, transfer shares to other shareholders of the Company, who, on the record date for the reverse share split in accordance with item 6 above does not hold a number of shares that is evenly divisible by 30.

In order to compensate Muirfield Invest Aktiebolag for the transfer of Top-up Shares to eligible shareholders, free of charge, to facilitate the reverse share split, the board of directors further proposes that the EGM resolves on a directed issue, at the quota value, to Muirfield Invest Aktiebolag, of a maximum of 15,000 shares, entailing an increase in the share capital of a maximum of SEK 22,500 (based on the share structure after completion of the reverse share split in accordance with item 6 above), in accordance with the following terms and conditions.

  1. The right to subscribe for the new shares shall vest in Muirfield Invest Aktiebolag. The reason for the deviation from shareholders' preferential rights is to compensate Muirfield Invest Aktiebolag for the shares that they assist with in order to carry out the reverse share split. Muirfield Invest Aktiebolag shall be entitled to subscribe for the number of shares that Muirfield Invest Aktiebolag transferred to other shareholders, free of charge, in order to enable the reverse share split, re-calculated based on the reverse share split.

  2. A subscription price of SEK 1.5, corresponding to the quota value of the share after completion of the reverse share split in accordance with item 6 above, shall be paid for each share subscribed for. The reason for the subscription price corresponding to the quota value of the share is that the new issue is being carried out in order to compensate Muirfield Invest Aktiebolag.

  3. Subscription through payment for the newly-issued shares shall take place after completion of the reverse share split in accordance with item 6 above, and no later than on 28 February 2026.

  4. The board of directors shall be entitled to extend the payment and subscription period.

  5. The new shares carry a right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and have been recorded in the share register kept by Euroclear Sweden AB.

The resolution to issue compensation shares is in accordance with this item 8 is conditional on the resolutions under item 6 above.

The board of directors, the managing director, or the person appointed by the board of directors, shall be entitled to make the minor adjustments of the decision required in connection with the registration thereof with the Swedish Companies Registration Office and Euroclear Sweden AB.

A valid resolution in accordance with the present proposal requires the support of shareholders representing at least nine-tenths (9/10) of the votes cast and the shares represented at the EGM.

Documents

Proxy forms will be available at the Company no later than three (3) weeks prior to the EGM, and the board of director's complete proposals for resolutions will be available at the Company no later than two (2) weeks prior to the EGM. The documentation will also be made available on the Company's website, ir.bambuser.com, and will be sent without charge to the shareholders who so request and provide their postal address.

Number of shares and votes

At the time of issuing the notice of the EGM, there are a total of 211,235,385 shares and votes in the Company.

Shareholder's right to demand information

Pursuant to Chapter 7 Section 32 and 57 of the Swedish Companies Act, the board of directors and the CEO shall, if any shareholder so requests and the board of directors deems that it can be done without significant harm to the Company, provide information at the EGM regarding circumstances which may affect the assessment of a matter on the agenda. The duty to provide information also includes the Company's relationship with other companies within the Group.

Processing of personal data

For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm, November 2025
Bambuser AB
The board of directors

Contact information
Corporate Communications, Bambuser AB
Jonas Lagerström, CFO/COO | +46 70 511 54 98 | [email protected]

Certified Adviser
DNB Carnegie Investment Bank AB
+46 73 856 42 65 | [email protected]

About Bambuser
Bambuser is the world's leading video commerce company, with the largest customer base in its industry. Trusted by more than 250 brands, Bambuser's international streaming services are available in 240 countries.
Bambuser is truly global with headquarters in Stockholm and offices in New York, London, Paris, Tokyo, and Turku, and with a passionate team speaking more than 30 languages. Founded in 2007 as a livestreaming pioneer, trusted by the world's leading news agencies, Bambuser pivoted to Live Shopping in 2020, leveraging its legacy as the industry leader in video-first technology.

Attachments

SOURCE: Bambuser AB



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