Nasdaq Nordic · annual-report
Årsredovisning 2024
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Omsättning
- tries and the Netherlands | Share of Core net sales Viaplay Core market | subscribers¹
- SEK 18.5 bn | Group net sales | 1,1 2 6
- We c | ompleted several creative and bold content sales | and sublicensing deals in both sports and non-sports to
- Financial performance 2024 | We closed 2024 with full-year Group net sales of SEK | 18
- �5 billion, with Cor | e net sales of SEK 17�6 billion� | This repr
- operations� Viaplay | ’s flat organic revenue growth was | a result of price adjustments and growth within the
- annel subscription | sales, which comprise fees received from distributors | for including the Group’s linear channels in their TV
- to put pressure on our business throughout the year, | with advertising sales down 1% on an organic basis, as | growth in digital advertising sales could not offset the
Återkommande intäkter
- gements, including health insurance, shall be competitive and appropriate in context of the market practice in the applicable country of executives’ | employment or residence and total remuneration� The pension arr | angements shall be provided in the form of a defined contribution or as a cash allowance and shall
- angements shall be provided in the form of a defined contribution or as a cash allowance and shall | amount to no more than the fixed base salary� Pension arr | angements may evolve year-on-year� Variable cash r
- f exception, additional one-off arrangements can be made on a case-by-case basis when deemed necessary, subject to Board approval based on a recommen- | dation from the Committee� Each such arr | angement shall be capped and never exceed two (2) times the individual’s annual base salary� Addition
EBITDA
- Net sales 6,548 6,610 | EBITDA before IAC 996 874 | Depreciation and amortisation –510 –513
- All facilities except the corporate bonds are subject to financial covenants, | the covenants are the same for all debt and are based on EBITDA and | liquidity. Terms and limitations exist in addition to the financial covenants.
- Key ratios | Net debt/EBITDA before IAC 13.6 –6.6 8.6 –2.1 2.2 | Per share data
- • Net debt an | d net debt / EBITDA before IAC | • Free cash flo
- up the Non-core cashflow. | Reconciliation of net debt / EBITDA before IAC ratio | Net debt is used by Group management to track the
- Net debt 1,11 3 4,976 | Net debt / EBITDA before IAC | Group (SEK million) 2024 2023
- Depreciation and amortisation continuing operations² 201 301 | EBITDA before IAC 82 –750 | Net debt 1,113 4,976
- Net debt 1,113 4,976 | Total net debt / EBITDA before IAC 13.6 –6.6 | 1) The remaining transaction costs December 31 2024 of SEK 216m, related to the refinancing of the Group is partly reported as prepaid borrowing
Rörelseresultat
- operational areas, which contributed to the reduced | EBIT losses | � This impro
- Double-digit | operating profit | margins in 2028
- amounted to SEK 892m (1,235). | Operating income | Group operating income before ACI and IAC amounted to SEK –269m
- Operating income | Group operating income before ACI and IAC amounted to SEK –269m | (–1,115), with operating income before ACI and IAC of SEK –181m (89) for
- Group operating income before ACI and IAC amounted to SEK –269m | (–1,115), with operating income before ACI and IAC of SEK –181m (89) for | the Core operations and SEK –88m (–1,204) for the Non-core operations.
- 1, 2 1.5% 13.5% n.a. | Operating income before ACI and IAC¹ –269 –1,115 –372 | Core operations, operating income
- Operating income before ACI and IAC¹ –269 –1,115 –372 | Core operations, operating income | before ACI and IAC –181 89 599
- Items affecting comparability (IAC)¹ –439 –9,224 510 | Operating income –558 –10,276 413 | Net income 106 –9,747 323
Periodens resultat
- Operating income –558 –10,276 413 | Net income 106 –9,747 323 | Basic earnings per share (SEK) 0.03 –124.61 4.13
- connection to the recapitalisation. ACI totalled SEK 151m (63) and primarily | comprised the Group’s 50% share of the net income of Allente. Total oper- | ating income therefore amounted to SEK –558m (–10,276).
- ating income therefore amounted to SEK –558m (–10,276). | Net financial items and net income | Net financial items totalled SEK 766m (–247). Net interest amounted to
- in currency exchange rates on the revaluation of financial items. | Taxes amounted to SEK –102m (776), with Group net income of SEK | 106m (–9,747) and basic earnings per share of SEK 0.03 (–124.61).
- appropriations amounted to SEK 1,403m (128). The Parent company made | group contributions of SEK 1,078m (0). Net income for the year amounted | to SEK 327m (159). At year-end the Parent company had cash and cash
- Retained earnings 2,502,376 | Net income for the year 327,459 | Total 11,526,758
- Tax 10 –102 776 | Net income for the year 106 –9,747 | Other comprehensive income
- SEK million Note 2024 2023 | Net income for the year attributable to: | Equity holders of the Parent company 106 –9,747
Resultat per aktie
- Net income 106 –9,747 323 | Basic earnings per share (SEK) 0.03 –124.61 4.13 | 1) Alternative performance measures used in this report are explained and
- Taxes amounted to SEK –102m (776), with Group net income of SEK | 106m (–9,747) and basic earnings per share of SEK 0.03 (–124.61). | Cash flow and financial position
- Equity holders of the Parent company 90 –10,004 | Earnings per share 11 | Basic earnings per share (SEK) 0.03 –124.61
- Earnings per share 11 | Basic earnings per share (SEK) 0.03 –124.61 | Diluted earnings per share (SEK) 0.03 –124.61
- Basic earnings per share (SEK) 0.03 –124.61 | Diluted earnings per share (SEK) 0.03 –124.61 | Number of shares 11, 20
- Parent company 106 – 9,747 | Basic earnings per share, SEK 0.03 – 124.61 | Weighted average number of shares, diluted 4, 110,047,635 78,225,962
- Parent company 106 – 9,747 | Diluted earnings per share, SEK 0.03 – 124.61 | Potentially dilutive instruments
- Diluted average number of shares outstanding 4,110,047,635 78,225,962 78,225,008 77,031,536 67,664,386 | Basic earnings per share (SEK) 0.03 –124.61 4.13 4.23 33.06 | Proposed ordinary dividend/Cash dividend per share (SEK) 02 0 0
Kassaflöde
- Low- to mid-single digit percentage growth | Core operations free cashflow 1 Positive | 1) Cashflow from operating activities plus cashflow from investing activities excluding acquisitions and divestments of operations.
- Core operations free cashflow 1 Positive | 1) Cashflow from operating activities plus cashflow from investing activities excluding acquisitions and divestments of operations. | Low to mid-single-digit
- Positive free | cashflow in 2025 | (2027 for Group)
- 106m (–9,747) and basic earnings per share of SEK 0.03 (–124.61). | Cash flow and financial position | Cash flow from operating activities
- Cash flow and financial position | Cash flow from operating activities | Cash flow from operations, excluding changes in working capital, totalled
- Cash flow from operating activities | Cash flow from operations, excluding changes in working capital, totalled | SEK –919m (–1,442). Changes in working capital of SEK –1,080m (–1,906)
- SEK –919m (–1,442). Changes in working capital of SEK –1,080m (–1,906) | reflected the change in scripted content productions. Cash flow from oper- | ating activities therefore totalled SEK –1,999m (–3,348).
- ating activities therefore totalled SEK –1,999m (–3,348). | Cash flow from investing activities | Cash flow from investing activities amounted to SEK 105m (–137) and
Fritt kassaflöde
- SEK –1,542m (–196). | Free cash flow | Group free cash flow (cash flow from operating activities plus cash flow
- Free cash flow | Group free cash flow (cash flow from operating activities plus cash flow | from investing activities excluding acquisitions and divestments) amounted
- Segment operating income before ACI and IAC amounted to SEK –181m | (89), and segment free cash flow amounted to SEK –1,227m. | SEK million
- operating income before ACI and IAC amounted to SEK –88m (–1,204), and | segment free cash flow amounted to SEK –799m. | SEK million
- Core EBIT Group FCF 1 Core Sales
- Core EBIT Group FCF 1 | Weight (total 100%) 30% 40% 30% 30% 40% 30%
- Weighted outcome 96. 1% 89.9% | 1) Group free cash flow excluding tax, financing costs, and the Allente dividend. | 2) Repor
- Other cash flow from investing activities 16 17 | Group – Free cash flow –2,026 –3,490 | Core operations (SEK million) 2024 2023
Likvida medel
- the net change in leasing amounted to SEK –60m. | The total net change in cash and cash equivalents therefore amounted to | SEK –1,542m (–196).
- net debt, when excluding net lease liabilities of SEK 284m (295), totalled | SEK 829m (4,681). Cash and cash equivalents amounted to SEK 1,040m | (2,569), while the Group’s total borrowings amounted to SEK 2,058m
- Other current receivables 228 246 | Cash and cash equivalents 1,040 2,542 | Assets held for sale 19 – 610
- Cash flow from financing activities 352 3,289 | Change in cash and cash equivalents for the year –1,542 –196 | Cash and cash equivalents at the beginning of the year 2,569 2,775
- Change in cash and cash equivalents for the year –1,542 –196 | Cash and cash equivalents at the beginning of the year 2,569 2,775 | Translation differences in cash and cash equivalents 13 –10
- Cash and cash equivalents at the beginning of the year 2,569 2,775 | Translation differences in cash and cash equivalents 13 –10 | Cash and cash equivalents at the end of the year 1,040 2,569
- Translation differences in cash and cash equivalents 13 –10 | Cash and cash equivalents at the end of the year 1,040 2,569 | Of which cash and cash equivalents included in assets held for sale – –27
- Cash and cash equivalents at the end of the year 1,040 2,569 | Of which cash and cash equivalents included in assets held for sale – –27 | Cash and cash equivalents at the end of the year, continuing operations 1,040 2,542
Nettoskuld
- ovenants and secured by collateral in certain assets in the Group. | The Group’s net debt totalled SEK 1,113m (4,976) at year end. Financial | net debt, when excluding net lease liabilities of SEK 284m (295), totalled
- The Group’s net debt totalled SEK 1,113m (4,976) at year end. Financial | net debt, when excluding net lease liabilities of SEK 284m (295), totalled | SEK 829m (4,681). Cash and cash equivalents amounted to SEK 1,040m
- Total equity and liabilities 6,375 6,582 | Net debt 807 1,626 | Participation in associated companies and joint ventures
- accounts payable. | The net debt includes lease liability net of SEK 284m (295), prepaid refi- | nancing costs amortised over the term of the respective funding SEK 216m,
- Note 23 cont. | Net debt | Group (SEK million) 2024 2023
- Cash and cash equivalents included in assets held for sale – 27 | Financial net debt 829 4,681 | Lease liabilities 376 401
- Total lease liabilities net 284 295 | Net debt 1,11 3 4,976 | Cash pool overdraft facilities 53 54
- cash flow | Adjustments to reconcile net income/loss to net cash provided by | operations
Eget kapital
- 11% of the votes. No other shareholder held more than 5% of the votes at | year-end. Further details on shareholders’ equity are provided in Note 20. | There are no restrictions on the transfer of shares, voting rights or the
- � Viaplay Gr | oup’s sources of funding are primarily shareholders’ equity, cash flows from | operations and external borrowing� Int
- Total liabilities 1 3,17 7 20,807 | Total shareholders’ equity and liabilities 16,854 19,717 | Consolidated balance sheet
- eld for sale � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �57 | Shareholders’ equity and liabilities | Note 20
Antal aktier
- and a debt-to-equity conversion. These transactions were finalised on 9 | February 2024, increasing the total number of shares by 4,500,000,000 to | 4,579,122,244. As part of these measures, the quota value per share was
- Diluted earnings per share (SEK) 0.03 –124.61 | Number of shares 11, 20 | Shares outstanding at the end of the year 4,578,225,962 78,225,962
- Number of shares 11, 20 | Shares outstanding at the end of the year 4,578,225,962 78,225,962 | Basic average number of shares outstanding 4,110,047,635 78,225,962
- Shares outstanding at the end of the year 4,578,225,962 78,225,962 | Basic average number of shares outstanding 4,110,047,635 78,225,962 | Diluted average number of shares outstanding 4,110,047,635 78,225,962
- Basic average number of shares outstanding 4,110,047,635 78,225,962 | Diluted average number of shares outstanding 4,110,047,635 78,225,962 | Consolidated income statement
- air value determined at the grant date is based on | the Group’s estimate of the number of shares that will eventually vest and | is expensed on a straight-line basis over the vesting period
- tal share awards outstanding as of 31 December 2024 158,341 – 0.1 – | 1) Representing 100% of the number of shares granted in May 2022� | 2) Calculat
- tal share awards outstanding as of 31 December 2023 273,400 172, 190 1.4 0.9 | 1) Representing 100% of the number of shares granted in May 2021 and May 2022� | 2) Calculat
Antal anställda
- 1,1 2 6 | Employees end of year | Photo credit: Viaplay series: Robinson Ekspeditionen
- e collaborative spirit and determina- | tion of our employees, who, with curiosity , boldness, | engagement , and smartness continue to drive our
- Group is internally monitored, reported and followed up on. | The Group’s average number of employees was 1,135 (1,525). Total num- | ber of employees amounted to 1,126 (1,313).
- The Group’s average number of employees was 1,135 (1,525). Total num- | ber of employees amounted to 1,126 (1,313). | Financial performance
- of Association regarding appointment or dismissal of Board members or | agreements between the Parent company and Board members or employees | that require remuneration if such persons leave their posts, or if employment
- Competition f or skilled | employees | Currenc y movements
- • Risk awareness training and proactive commu- | nication to all employees | �
- � | Competition f or skilled employees | The ability to attract and retain skilled people is key for Viaplay Group to execute on our strategy and
Organisk tillväxt
- This repr | esented organic growth of 5% for the Core | operations� Viaplay
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===== SIDA 1 ===== Annual & Sustainability Report 2024 ===== SIDA 2 ===== TBU Text fr 2022 About Viaplay Group This is Viaplay Group � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 4 2024 in brief � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 6 CEO Statement � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 7 Our strategy� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 9 Our people, our purpose, our values � � � � � � � � 11 Financial targets� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 12 Directors´ report Financial performance � � � � � � � � � � � � � � � � � � � � � � � � � � � 14 Risks and risk management � � � � � � � � � � � � � � � � � � � � 17 Governance report� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 22 Board of Directors� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 27 Group Executive Team � � � � � � � � � � � � � � � � � � � � � � � � 29 Financial statements Consolidated financial statements � � � � � � � � � � 32 Notes to the consolidated financial statements� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 36 Parent company financial statements � � � � � 71 Notes to the Parent company financial statements� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 75 Signatures� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 81 Auditor´s report� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 82 Sustainability statement General disclosures � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 88 Sustainability Roadmap � � � � � � � � � � � � � � � � � � � � � � � � � 94 EU Taxonomy� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 96 Climate change � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 101 Own workforce� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 106 Workers in the value chain � � � � � � � � � � � � � � � � � � � � 113 Customers / End-users� � � � � � � � � � � � � � � � � � � � � � � � � � 115 Business Conduct� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 118 Appendix Alignment with TCFD- recommendations � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 121 GRI Index� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 122 Auditor’s Limited Assurance Report on Sustainability Statement� � � � � � � � � � � � � � � � � � � � � � � 126 Remuneration report� � � � � � � � � � � � � � � � � � � � � � � � � 127 Other Five-year summary � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 130 Alternative Performance Measures � � � � � � � � 131 The Viaplay Group share� � � � � � � � � � � � � � � � � � � � � � 134 Definitions & glossary� � � � � � � � � � � � � � � � � � � � � � � � � � � 135 Financial calendar & contacts � � � � � � � � � � � � � � � 136 About this report This is the 2024 Annual & Sustainability Report for Viaplay Group AB (publ), corporate registration num- ber 559124-6847. The Group publishes such a report on an annual basis: this report was published on 28 March 2025 and covers the reporting period between 1 January 2024 and 31 December 2024. The statutory Annual report covers pages 13–81. The Group reports on its sustainability work for 2024 according to the GRI Standards 2021, the Global Reporting Initiative’s reporting guidelines. The Sustai- nability report (including the statutory Sustainability statement) covers pages 87–125. Some statements in this report are forward looking, and the actual outcomes could be materially different. In addition to the factors explicitly discussed, others could have a material effect on the actual outcomes. Such factors include, but are not limited to, general business conditions, fluctuations in exchange rates and interest rates, political developments, the impact and pricing of competing products, product development, commercialisation and technological difficulties, supply chain interruptions and major customer credit losses. The Annual & Sustainability Report is published in Swedish and English. The Swedish version is to be considered the original and shall apply in any instance where the two versions differ. This report is available for download in both language versions from the Viaplay Group website on www.viaplaygroup.com/investors/annual-report-2024. 2 Annual & Sustainability Report 2024 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 3 ===== About Viaplay Group This is Viaplay Group � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 4 2024 in brief � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 6 CEO Statement � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �7 Our strategy� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 9 Our people, our purpose, our values � � � � � � � � 11 Financial targets� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 12 Photo credit: Viaplay Group production, Fotbollsåret 2024 3 Annual & Sustainability Report 2024 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report3 ===== SIDA 4 ===== For whom Engaged audiences We reach millions of viewers and listeners every day� How we do it Multiple platforms We operate and innovate in streaming, TV and radio� What we do Relevant entertainment We deliver attractive and impactful storytelling� What guides us A responsible entertainer In a fast-paced industry and rapidly changing world, customer focus and local rele- vance are at the heart of how we do business� The sus tainability of our success goes beyond showing the biggest sports and the latest premieres� We ar e committed to doing the right thing – for our audiences, for our customers, for our people and for all our stakeholders � Core Markets Viaplay streaming subscription: 45% Linear channel subscription: 27% Advertising: 20% Sublicensing & other: 8% Our core markets span the Nordic coun tries and the Netherlands Share of Core net sales Viaplay Core market subscribers¹ Million This is Viaplay Group 8 6 4 2 0 2022 2023 2024 1) In 2023, the Group reset of the subscriber b ase to exclude campaign subscribers� Annual & Sustainability Report 2024 4 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 5 ===== Photo credit: Gabriel Monnet/AFP/Ritzau Scanpix Viaplay Group is the Nordic region’s leading entertainment provider. Our Viaplay streaming service is available in every Nordic country, as well as in the Netherlands and Poland, and our Viaplay Select branded content concept has been added to partner platforms around the world. We also operate TV channels across most of our markets, as well as commercial radio stations in Norway and Sweden. Our talented people come to work every day with a shared passion and clear mission to entertain millions of people with our unique offering of locally relevant storytelling, which spans premium live sports, films, series and music. Telling stories, touching lives, expanding worlds Our ambition We want to create a successful and sustainable businesses that generate profitable growth, healthy cash flows and attractive return on investment – all by delivering competitive products that offer unique experiences and value for money. Competitive content We invest responsibly in stories that bring audiences to our services – and keep them there. Our line-up of premium sports is in a league of its own, bringing fans every goal, every lap, every time. And with the hottest Hollywood blockbusters, unmissable local shows, high-quality documentaries, kids content and much more, our films and series offering has both the creative and commer cial angles covered. A sustainable strategy An integrated business and sustainability strategy is key to creating value. We have set meaningful targets and our work with social and environmental topics will help us to futureproof our operations, make our supply chain more sustainable and play our part in addressing global challenges. Our foundations A focused footprint We are present in direct-to-consumer markets where we can compete for the long term, and where our products are relevant and popular. We currently operate in the Nordics and the Nether- lands, while our presence in Poland is set to end with a planned exit in mid-2025. 5 Annual & Sustainability Report 2024 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 6 ===== Sports continues to play an important part of our unique offering Sports fans across the Nordics and the Netherlands received good news as we secured UEFA Cham- pions League rights in Sweden and Denmark, an d UEFA Europa and Conference Leagues in Norway and Finland until 2027 alongside the renewal of Formula 1 in the Neth- erlands and the Nordics through a landmark fiv e-year deal� Toge ther with the rest of our top-tier sport rights such as Premier League, MotoGP, NHL, winter sports, Super- liga football, golf and darts among other s, sports continued driving engagement and viewership� Broadening our unique customer offering Over the summer, we launched our new package HVOD (Video on demand with ads) in our Nordic markets � This ne w segment in our package portfolio is a welcomed addition which has made premium entertainment even more accessi- ble � In Sw eden we also exclusively started to offer a sports package with ads to our direct customers with all the premium sports to a reduced price � Sustainability commitments recognised Viaplay Group aligned its sustain- ability efforts with revised business priorities and new EU sustainability reporting requirements � Earning th e top spot in Sweden in the 2024 Equileap Gender Equality Report and maintaining an MSCI ESG rat- ing of AA, while supporting partners with emissions data collection and compliance efforts � Partnerships delivering value Viaplay Select branded con- tent offering spans 23 markets, strengthening our global presence and key partnerships � In addition, our Viapla y Film and Series SVOD was successfully launched in the US, Canada, UK, Germany, and Poland through partnerships with platforms such as Amazon Prime Video Channels, Comcast Xfinity, Roku, Xumo, Sling, and Rogers � The se collaborations ensured our unique content reached a wider international audience, showcasing the value of Nordic and European storytelling on a global stage � Fighting piracy We made significant progress in protecting our content and fighting piracy � By impro ving our detection capabilities, we have increased the removal of infringements, ensuring the exclusivity of our content � In col- labor ation with Nordic Content Pro- tection, we have further strength- ened our commitment to holding illegal IPTV pro viders accountable and will continue our efforts to pre- vent their erosion of the sports and enter tainment industry� Recapitalisation programme completed 2024 marked a transformative year under focused leadership� The c ompletion of our recapitalisation programme in February was a key step in reshaping Viaplay Group for the future � Our con tent and market strategies continued to prioritise core markets and partnerships, driving value and efficiency over volume � Engaging content - popular returns and new formats Our revised content strategy added value to millions of subscribers during the year � Non-s cripted hits such as Paradise Hotel, Robinson Ekspeditionen, Buying Blind, and Charter fever sustained strong performance while scripted dramas like The Street Where I Live and All and Eve captivated audiences � We pr emiered new formats, including Premier Sunday featuring football legends Fredrik Ljungberg, Jaap Stam and Peter Schmeichel and our partnership with Max Verstappen continued with the Viaplay doc- umentary ‘Max Verstappen – Off the Bea ten Track’� In Denmark w e launched our own Sports News Channel � 2024 in brief SEK 18.5 bn Group net sales 1,1 2 6 Employees end of year Photo credit: Viaplay series: Robinson Ekspeditionen Annual & Sustainability Report 2024 6 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 7 ===== Committed to the priorities set, and in collaboration with our key partners, we rolled out new relevant and fairly priced products for our customers, implemented measures to optimise costs with a clear focus on return on investment, started to address value leakage, and worked hard to eliminate inefficiencies and ensure an organisation fit for purpose � Our ne w content strategy focusing on relevant and commercial formats was well received by our customers and partners � We initia ted discussions with partners, suppliers, and distributors to ensure that future agreements were sustainable and beneficial for the long term � The pr ocess of exiting Non-core markets has progressed as planned and is set to conclude by mid-2025, ensuring that we focus our efforts on markets where we can deliver long-term value and generate a return on investment � Ther e is still work to be done, and we remain fully focused on executing with discipline and determination to create long-term value for all stakeholders � Content is key Our unique and relevant content mix continued to be our most important differentiator, and in 2024, we refined our offering to ensure that it was even more attractive, reflecting our ambition to deliver both customer value and a strong return on investment � We f ocused on local and relevant popular and commercial formats proven to engage broad audiences on multi- ple platforms, together with the strongest and most fascinating international acquired scripted formats � Acr oss the Nordics, audiences were fascinated by the drama of Paradise Hotel, entertained by the endeavours of the participants in Charter Fever, were inspired by the gameplay and survival skills showcased in Robinson Ekspeditionen, and drawn into long-standing favourites such as MasterChef, Efterlyst, and Lyxfällan � This fan - tastic entertainment, combined with top-tier Hollywood films and series, beloved children’s content, and care- fully curated original scripted stories, all contributed to making our content offering more engaging, competi- tive, and commercially relevant in 2024 � In addition, our live sports portfolio continued to engage broad audiences, with events such as Formula 1, skiing and the Premier League consistently topping the most-viewed lists in terms of unique users and viewed minutes, highlighting the appeal of live sports as a driver of entertainment and engagement across our core markets � During the year, we renewed the Formula 1 rights in the Netherlands and the Nordics through a landmark five-year deal that established our platforms as the ulti- mate destination for the world’s most fascinating motor- sport in six markets through to the 2029 season � We als o secured the exclusive rights to the UEFA Champi- ons League in Sweden and Denmark, the UEFA Europa League and UEFA Conference League in Norway and Finland, and shared rights in Iceland until 2027 � With ov er 500 live matches each season featuring world- class and the best of European football, this agreement strengthens our position as the leading destination for European club football in the Nordics � Combin ed with the Premier League, Superliga, and winter sports, these rights demonstrate our commitment to delivering high-impact content that drives both engagement and value � Innovation and monetisation Innovation is not just about creating something new; it is about reimagining and maximising potential already within the business � Findin g new and creative ways CEO Statement “We made progress in 2024 and much remains to be done as we continue our efforts to retransform Viaplay Group” 2024 marked another transformative year for Viaplay Group, as we finalised the recapitalisation and started to set the foundation for the future. We took important steps to make our products and organisation more competitive and value-creating. of monetising our unique content while taking a wide range of actions to control costs has been a central focus throughout the year � The in troduction of an HVOD tier in the Nordics during 2024 and in the Neth- erlands in early 2025 marked a significant milestone � This compe titively priced package, supported by adver- tising, successfully attracted new customer segments Annual & Sustainability Report 2024 7 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 8 ===== and re-engaged former subscribers while also signifi- cantly adding to our digital advertising inventory� Acc ount sharing and piracy are major issues for the whole industry, and during the year, we implement- ed measures to limit account sharing on our Viaplay streaming service � Indica tions showed that up to a third of premium subscribers had been sharing the account details for their Viaplay subscriptions with someone outside the household, which is completely unjust � Regar ding piracy, we also made significant progress by improving our detection capabilities as we increased the removal of infringements, protecting the exclusiv- ity of our content � In collabor ation with partners, we further strengthened our commitment to holding illegal IPTV providers accountable, and we will continue our efforts to prevent their erosion of the sports and enter- tainment industry � As we look ah ead to 2025, we will continue to invest in advanced anti-piracy technology, intensify enforcement measures, and expand partner- ships to combat piracy � The se two initiatives reflect our ongoing commitment to protecting the value of our content and delivering a secure premium experience for our subscribers � Partnerships and strategic growth Partnership is about creating a win-win for all parties, and in 2024, we renewed and reinforced our part- nership strategy to ensure that all future agreements reflect both the quality of our content and our innova- tive products, as well as the shared value they create � We c ompleted several creative and bold content sales and sublicensing deals in both sports and non-sports to make our content offering fit for purpose � We p artnered with broadcasters and platforms to share content, all We have also raised industry standards in responsi- ble production through our sustainable production programm e, and will now refine our due diligence approach to ensure an adaptive, long-term strategy that meets evolving EU regulations � Financial performance 2024 We closed 2024 with full-year Group net sales of SEK 18 �5 billion, with Cor e net sales of SEK 17�6 billion� This repr esented organic growth of 5% for the Core operations� Viaplay ’s flat organic revenue growth was a result of price adjustments and growth within the direct-to-consumer base, offset by a decline in the B2B subscriber base � Linear ch annel subscription sales, which comprise fees received from distributors for including the Group’s linear channels in their TV packages, grew organically by 5% as a result of price increases and new agreements � The challen ges in the advertising market continued to put pressure on our business throughout the year, with advertising sales down 1% on an organic basis, as growth in digital advertising sales could not offset the decline in linear TV and radio sales � Our digital adv er- tising inventory grew by 41%, boosted by our HVOD launch, and we will continue to focus on growth in this segment to mitigate the negative effect of declining PUT (People Using Television) levels � Cost c ontrol has been a priority throughout the year, enabling us to achieve significant reductions across all operational areas, which contributed to the reduced EBIT losses � This impro vement would have been greater if not for our ongoing and substantial FX challenges due to the weak SEK � We reit erate our targets for 2025, with a focus on execution, enhancing efficiency, maximising returns on investment, addressing value leakage across all areas, and maintaining strict cost control � Vision for 2025 2024 was a year of change and challenges, but also one of creativity and curiosity � None o f the progress we made would have been possible without the engage- ment and bold thinking of our people � Our syner gistic central teams in strong collaboration with our coun- try-based operational model empowered local teams to act with agility and accountability, ensuring that we remained open to local market opportunities and were proactive in addressing challenges � We need th e collaborative spirit and determina- tion of our employees, who, with curiosity , boldness, engagement , and smartness continue to drive our retransformation journey � There is s till work to be done, and we remain fully focused on executing with discipline and determination to create long-term value for all stakeholders � Jørgen Mads en Lindemann PRESIDENT & CEO, VIAPLAY GROUP to create sustainable value while maximise returns on our investments and expand our reach � This collabor a- tive approach towards both distribution partners and content suppliers is essential to building long-term relationships that generate value for all stakeholders � The la unch of a new premium sports news channel in Denmark in 2024 and new channels in the Netherlands in early 2025 exemplifies how we have worked closely with partners to innovate and expand � The se channels are offered both directly to our subscribers and through key distribution partners, strengthening our presence in sports and increasing our digital advertising space, while showcasing the versatility of our content and making it available to more viewers � Goin g into 2025, we will prioritise agreements that enhance both our partners’ and Viaplay Group’s long-term joint value creation while parting ways with those that do not � Meeting climate targets ahead of schedule In 2024, we focused our sustainability efforts on aligning with relevant EU and national legislation while continuing to make progress towards our long-term targets � In 20 24, Viaplay Group significantly reduced its environmental impact, cutting greenhouse gas emis- sions from our own operations by 49% and business trav el by 57% compared to 2019, meeting two of our three commitments under the Science Based Targets initiative six years ahead of schedule � This was driv en by our exit from non-core markets, refining our content strategy, and strengthening our focus on ROI and effi- ciency � Looking ahead, we will maintain these reduc- tions an d align with EU and national carbon neutrality goals while con tinuing to engage suppliers in setting climate targets aligned with the Paris Agreement� CEO Statement Annual & Sustainability Report 2024 8 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 9 ===== An organisation fit for purpose Our country-based organisation is structured to drive both growth and efficiency� Abov e all, it is a commer- cially focused model that allows us to respond swiftly to the unique demands and opportunities of each market—an essential factor in achieving our ambi- tious goals � This se tup also enables us to prioritise the well-being and development of our people locally while advancing diversity and inclusion in ways tailored to each market’s needs � At the sam e time, our multi-market presence pro- vides substantial scale advantages and cost efficiencies, particularly in technology platforms, content acquisi- tion, and shared support functions � A comm ercially suc- cessful original format created for one market can, for instance, be adapted and launched in others, extending its reach and amplifying its value � We can als o leverage shared live broadcasting formats, such as cover and report from live sports events across multiple markets from a single location � This appro ach not only enhanc- es our content offering but also ensures we maximise creative and operational synergies across markets � Maximising opportunities across platforms Our broad portfolio of platforms, content, and mar- kets creates a wide range of commercial opportuni- ties � We en gage audiences both directly through our direct-to-consumer services and via business-to-busi- ness partnerships, while providing significant reach and impact for advertisers � By optimisin g these revenue streams, we can reinvest in even more compelling con- tent for our viewers and listeners � Viaplay The Viaplay streaming service caters to a broad audi- ence with a unique combination of premium live sports, locally relevant shows and the best from Hollywood � We c ontinuously refine our packaging and pricing models to ensure they reflect the strong value Viaplay delivers to users and partners, while also minimising churn and driving growth in strategic customer segments � During th e year, we introduced an advertising tier, HVOD, which makes our content available to even broader audiences while also contributing to the increase of our digital advertising inventory � In our busine ss-to-busi- ness partnerships, we have adopted a more value-fo- cused approach, prioritising value over volume � This include s renegotiating agreement terms and enhancing commitments to directly improve unit economics and amplify the impact of our partnerships � This stra tegy ensures that our collaborations contribute more effec- tively to Viaplay Group’s financial performance and align with our overarching business objectives � Linear subscriptions Viaplay Group’s TV channels reach audiences across Sweden, Norway, Denmark, Finland and the Neth- erlands � TV r emains a popular medium, and we see significant opportunities to collaborate with our wholesale distribution partners to create mutual value � This include s strengthening our offerings to appeal to diverse audience segments while maintaining a focus on cost efficiency and innovation � Sublicensing & other To maximise the value of our content portfolio, we actively pursue sublicensing opportunities across multi- ple markets � This appro ach allows us to create addition- al revenue streams while broadening the reach of our Photo credit: Viaplay series, St Görans sjukhus Our strategy Viaplay Group engages audiences with relevant entertainment delivered on multiple platforms. Our strategy is to lead where we choose to play by focusing on our core markets – the Nordics, the Netherlands and Viaplay Select – and to make responsible investments in our products and people that can generate returns and enable us to be competitive for the long-term. Our strategy is a sustainable one and we measure our success as a group both by our bottom line and our contribution to the societies of which we are a part. Annual & Sustainability Report 2024 9 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 10 ===== content� Beyond sublicensing, we continuously explore innov ative commercial models to unlock further value from our existing assets� Advertising In 2024, the majority of Viaplay Group’s advertising rev- enues came from TV and radio commercials� To diversify this incom e, we are rapidly expanding our digital ad inventory which grew 41% in the year� This bro adens our reach and relevance for advertisers, positioning us for future growth � We r emain committed to responsible advertising, ensuring a clear distinction between editorial content and advertising, rejecting bias and incitement, and avoiding conflicts of interest � We als o continue to donate airtime to social and charitable causes, reflecting our values and commitment to positive societal impact � Relevance and return on investment For an entertainment provider like Viaplay Group, con- tent remains both our greatest asset and our largest cost � We con tinue to strengthen our data-driven approach to ensure that we deliver stories that captivate audiences and create value for both our partners and our business � At th e same time, our sustainability efforts are deeply embedded in our content strategy, enabling us to gener- ate measurable returns—both financially and socially� Sports content Guided by data analysis and deep industry expertise, we carefully curate and manage our sports rights portfolio to align with market dynamics � This appro ach enables us to make well-informed, cost-effective investments and prioritise the rights that drive the greatest impact � We en gage in sublicensing partnerships when they offer opportunities to optimise content placement and enhance value � Addition ally, sublicensing individual matches or events helps increase awareness of our broader offering and contributes to a dynamic ecosys- tem that benefits all stakeholders � investments and pri- oritise the rights that deliver the most significant impact� We enter sublicensing partnerships when they pro- vide an opportunity to optimise content investments and maximise value � Addition ally, sublicensing individual matches or events helps raise awareness of our broader offering and builds a dynamic ecosystem that benefits all stakeholders � Acquired and original content Hollywood’s star power remains as strong as ever� Through our p artnerships with major US studios, we continue to bring audiences a diverse and engaging selection of series and films � Closer to home, we remain committed to telling local stories that are proven to be appreciated, cost-effec- tive, and commercially successful� Our ambition for both scrip ted and non-scripted content is to ensure it resonates across platforms, drives sales, and strength- ens customer retention� We have adopted a more innov ative approach to content commissioning while maintaining a disciplined focus on spending, always prioritising return on investment � Ra ther than volume, our focus is on the relevance, appeal, and impact of our storytelling � Creating sustainable value Our sustainability efforts are focused on improving the value proposition of our platforms for customers and entertaining responsibly by reducing the social and environmental impacts of our primary business activi- ties and value chain � We a ddress material sustainability topics through a sustainability roadmap consisting of long-term targets and annual targets to drive progress in relation to these topics � In our value chain The Group works to ensure that our content is produced responsibly by embedding sustainable production practices related to human and labour rights, as well as climate impact, into the processes for creating and acquiring content � Through in dustry collaborations, we are establishing common standards for sustainable production across our core markets � The se initiatives support our content suppliers and industry partners in aligning with reporting requirements at both the national and EU levels, related to human rights due diligence and greenhouse gas emissions � In our operations W e work to optimise data use and energy efficiency in content distribution, reduce emissions from our oper- ations, and improve gender balance in our workforce, while prioritising physical and psychological safety in our workplaces and those of our suppliers � For our cust omers We promote social inclusion by increasing content accessibility through subtitles, audio descriptions, sign language, and spoken text, while continuously listening to our customers to improve service offerings � Our strategy Our value chain Consumer insight & dialogue Packaging & marketing Content distribution Buying & creating content Consumer experience Annual & Sustainability Report 2024 10 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 11 ===== Our people, our purpose, our values: The Viaplay Group culture Our values in action Bold: We dare to lead� Ba cked by thorough research and customer insight, we challenge conventions and take calcu- lated risks � We sh ape discussions in our industry and beyond with confidence, not arrogance, always prepared to explain our perspective while respect- ing others � Smart: W e are informed and insightful, using data and knowledge to solve problems and create clarity � Open and pr oactive, we communicate with purpose and precision, making every conversation meaningful and results driven � Curious: We c onstantly seek to learn and grow, exploring new ideas and perspectives� Our curiosity driv es innovation and keeps us ahead of the curve, ensuring we remain adaptable and relevant in an ever-changing landscape � Engagin g: We meet our audiences on their level, speaking to hearts and minds � Adap ting our tone and approach to each context, we connect through real-world examples and answer the question, “What’s in it for me?” before it’s asked � Our people share a p assion for delivering first-class entertainment experiences� Whe ther through locally rel- evant storytelling or premium live sports, our mission is simple: To entertain millions of people by telling stories, touching lives, and expanding worlds � Our talented colleagues form a dynamic, inclusive and creative community of bold, smart, curious, and engaging individuals � This unique cultur e empowers us to connect with our audiences, deliver sustainable value, and ensure every project is both relevant and a good investment � Tailored for success: Our localised approach to excellence across the markets Our country-specific operating model reflects our belief that “one size fits nobody�” By inve sting in local exper- tise and building long-term relationships, we ensure our content and partnerships align with the needs of each market � This adap tability is key to achieve suc- cess across regions� We belie ve in our teams to make informed decisions while benefiting from the scale and support of centralised functions � We celebrate the talent and passion of our people� Togeth er, we’ve created a culture where creativity thrives, collaboration drives success, and our shared purpose inspires everything we do � At Viaplay Group, our culture is more than a founda- tion – it’s an enabler of success� A str ong performance culture is essential to achieving our commercial goals, and our new values reflect this ambition � While our Photo credit: xxxxxx country-specific model ensures local adaptability, we also leverage centralised functions where shared exper- tise and economies of scale drive both efficiency and excellence � Transformation is demanding, and we recognise the challenges it brings� We r emain committed to strength- ening employee engagement, ensuring that our peo- ple feel empowered and connected even in times of change � As we c ontinue evolving, fostering a culture of resilience, collaboration, and shared purpose will be key to achieving our long-term ambitions � Photo credit: Viaplay series, The street where I live Annual & Sustainability Report 2024 11 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 12 ===== Financial targets Viaplay Group updated its operational and financial targets on 16 January 2024, in connection with the publication of the Group’s share issue prospectus. The Group has initiated a major transformation and formed a long-term ambition for its core operations. 2025 guidance Sales growth for Core operations Nordic, Netherlands and Viaplay Select Low- to mid-single digit percentage growth Core operations free cashflow 1 Positive 1) Cashflow from operating activities plus cashflow from investing activities excluding acquisitions and divestments of operations. Low to mid-single-digit percentage revenue growth Positive free cashflow in 2025 (2027 for Group) Double-digit operating profit margins in 2028 Long-term ambition for core operations $ Photo credit: Viaplay series, Adventurous camping Annual & Sustainability Report 2024 12 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 13 ===== Photo credit:Viaplay series, MasterChef Denmark Financial performance � � � � � � � � � � � � � � � � � � � � � � � � � � � �14 Risks and risk management � � � � � � � � � � � � � � � � � � � � � 17 Governance report� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 22 Board of Directors� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 27 Group Executive Team � � � � � � � � � � � � � � � � � � � � � � � � 29 Directors´ report Annual & Sustainability Report 2024 13 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 14 ===== Financial performance The Board of Directors and President and CEO of Viaplay Group AB (publ), corporate registration number 559124-6847 and registered office in Stockholm Sweden, hereby submit the annual accounts and consolidated accounts for 2024. Operations and market Viaplay Group is a commercial video-on-demand streaming, TV and radio entertainment provider headquartered in Stockholm, Sweden. The Group was established in 2018 as Nordic Entertainment Group AB, in anticipa tion of its demerger from Modern Times Group MTG AB. The shares were dis- tributed to MTG’s shareholders and listed on Nasdaq Stockholm in 2019. Nordic Entertainment Group was renamed Viaplay Group in 2022. Viaplay Group’s streaming service Viaplay is a broad video entertain- ment service delivered on a technology platform that is designed to provide relev ant and appreciated viewing experiences. Viaplay is available in every Nordic country, as well as in the Netherlands and Poland, and the Viaplay Select branded content concept has been added to partner platforms around the world. Every day, millions of subscribers enjoy Viaplay’s entertainment offering, including TV series, films, documentaries, kids’ content, and a wide line-up of premium live sports. Through the Viaplay Select branded content concept, Viaplay’s storytelling and content is made available through partner platforms in 23 countries around the world. In addition to the Viaplay stream- ing service, Viaplay Group holds broadcasting permits and operating licences or authorisa tions for its TV and radio broadcasting operations. The TV and radio broadcasting operations consist of commercial TV channels in Denmark, Norway and Sweden; pay-tv channels in Denmark, Norway, Sweden and Fin- land; and commercial radio stations in Sweden and Norway. Customers sub- scribe through the Viaplay D2C offerings, and through B2B partnerships with third par ty pay-TV distributors. Together with Telenor Group, Viaplay Group owns Allente Group AB, a satellite pay-TV and broadband operator offering content from multiple providers. Viaplay Group holds a 50% share of Allente. In July 2023, Viaplay Group announced a strategic refocusing on its core operations in the Nordics, the Netherlands and Viaplay Select. Viaplay Group has during 2024 divested its commercial operations in the United Kingdom. The Group’s D2C offering in North America was closed down in Q1 2024 and the live sports portfolio in the Baltic region has been subli- censed to a third party. Viaplay Group’s studio operations have been signifi- cantly downsized, including the divestment of the Budapest headquartered content production business Paprika Studios in January 2024. Viaplay Group will exit the Polish market in 2025. Viaplay Group has two operating segments, Core operations and Non- core operations. Core operations includes the Group’s operations related to the Viaplay streaming service available in all Nordic countries and Nether- lands, pay-TV channels in all Nordic countries except Iceland, commercial free-TV channels in Sweden, Denmark and Norway; and commercial radio networks and audio streaming services in Sweden and Norway. The seg- ment also includes Viaplay select operations. Non-core includes the interna- tional markets the Group is exiting, ie. Poland, UK and Baltics. The reporting reflects the Group’s operational structure and how the performance in the Group is internally monitored, reported and followed up on. The Group’s average number of employees was 1,135 (1,525). Total num- ber of employees amounted to 1,126 (1,313). Financial performance Sales Group net sales amounted to SEK 18,490m (18,567). The Core operations (Nordics, Netherlands and Viaplay Select) generated organic sales growth of 4.7% and net sales amounted to SEK 17,598m (17,332). The organic growth was primarily driven by content sales and sublicensing as well as linear channel subscription sales. Net sales for the Non-core operations amounted to SEK 892m (1,235). Operating income Group operating income before ACI and IAC amounted to SEK –269m (–1,115), with operating income before ACI and IAC of SEK –181m (89) for the Core operations and SEK –88m (–1,204) for the Non-core operations. IAC amounted to SEK –439m (–9,224) and comprised currency transla- tion effects related to previous content provisions and currency effects as an effect of the Group’s limited possibility to hedge, as well as write-down Financial overview SEK million 2024 2023 2022 Net sales 18,490 18,567 15,691 Core operations, net sales 17,598 17,332 15,265 Organic sales growth for Core operations 1, 2 4.7% 10.6% n.a. Reported sales growth for Core operations 1, 2 1.5% 13.5% n.a. Operating income before ACI and IAC¹ –269 –1,115 –372 Core operations, operating income before ACI and IAC –181 89 599 Associated company income (ACI) 151 63 275 Items affecting comparability (IAC)¹ –439 –9,224 510 Operating income –558 –10,276 413 Net income 106 –9,747 323 Basic earnings per share (SEK) 0.03 –124.61 4.13 1) Alternative performance measures used in this report are explained and recon ciled on pages 131–133. 2) The Group ’s operating segments have been changed with effect from 1 January 2024. The years 2023 and 2022 has been restated accordingly. As 2021 has not been restated no sales growth for 2022 can be calculated. Annual & Sustainability Report 2024 14 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 15 ===== of assets, redundancy costs, capital gain from divestments and costs in connection to the recapitalisation. ACI totalled SEK 151m (63) and primarily comprised the Group’s 50% share of the net income of Allente. Total oper- ating income therefore amounted to SEK –558m (–10,276). Net financial items and net income Net financial items totalled SEK 766m (–247). Net interest amounted to SEK –327m (–248), of which SEK –26m (–12) related to net lease liabili- ties, and reflected higher borrowing costs following the refinancing. Other financial items amounted to SEK 1,093m (1) and comprised the gain from the debt write-down of SEK 1,190m, facility fees and the impact of changes in currency exchange rates on the revaluation of financial items. Taxes amounted to SEK –102m (776), with Group net income of SEK 106m (–9,747) and basic earnings per share of SEK 0.03 (–124.61). Cash flow and financial position Cash flow from operating activities Cash flow from operations, excluding changes in working capital, totalled SEK –919m (–1,442). Changes in working capital of SEK –1,080m (–1,906) reflected the change in scripted content productions. Cash flow from oper- ating activities therefore totalled SEK –1,999m (–3,348). Cash flow from investing activities Cash flow from investing activities amounted to SEK 105m (–137) and included SEK –43m (–159) of capital expenditure on tangible and intangi- ble assets, SEK 132m (5) from divestments of operations and SEK 16m (17) of other investing activities. Cash flow from financing activities Cash flow from financing activities amounted to SEK 352m (3,289). The SEK 3,604m of net proceeds from the share issues were used to repay the fully drawn revolving credit facility at the time of the recapitalisation. The total net change in the revolving credit facility amounted to SEK –3,192m, and the net change in leasing amounted to SEK –60m. The total net change in cash and cash equivalents therefore amounted to SEK –1,542m (–196). Free cash flow Group free cash flow (cash flow from operating activities plus cash flow from investing activities excluding acquisitions and divestments) amounted to SEK –2,026m (–3,490), of which SEK –1,227m related to the Core opera- tions and SEK –799m related to the Non-core operations. Financial position The recapitalisation programme was finalised on 9 February 2024 and gener- ated net proceeds of SEK 3,604m, after transaction costs of SEK 396m. The recapitalisation pr ogramme included a write-down of SEK 2,000m of debt, of which SEK 500m was exchanged for shares. The equity value of those shares totalled SEK 810m at the time that the debt was cancelled and was reported within equity, while SEK 1,190m was recognised as other financial income. The recapitalisation programme included the amendment and extension of exist- ing bank and bond commitments until 2028. The commitments are subject to financial c ovenants and secured by collateral in certain assets in the Group. The Group’s net debt totalled SEK 1,113m (4,976) at year end. Financial net debt, when excluding net lease liabilities of SEK 284m (295), totalled SEK 829m (4,681). Cash and cash equivalents amounted to SEK 1,040m (2,569), while the Group’s total borrowings amounted to SEK 2,058m (7,250). The Group has utilised SEK 200m of its SEK 3,392m revolving credit facility (RCF) at year end. Performance by operating segment Core operations Viaplay streaming subscription sales were unchanged on an organic basis and accounted for 45% of segment net sales. The development reflect- ed the price increases introduced across almost all markets offset by the decline in the subscriber base. Average revenue per user for the core mar- ket’s direct-to-consumer subscribers was up compared to last year following the price adjustments and reflected the Group’s focus on value over volume. Linear channel subscription sales, which comprise fees received from distributors for including the Group’s linear channels in their TV packages, grew organically by 5% and accounted for 27% of segment net sales. This growth was primarily driven by price increases and new agreements. The Group’s advertising sales declined by 1% on an organic basis, as growth in radio and digital sales were offset by the structual decline in linear TV during the year. The TV advertising market is estimated to have Financial performance declined in all markets while both the radio and digital advertising markets are estimated to have grown. The Group’s digital advertising inventory grew by 41% and was also positively impacted by the pan Nordic introduction of the Viaplay HVOD subscription service, which includes advertising. The Group’s radio target audience share was down in Norway and up in Sweden, with the radio advertising market estimated to have grown in both markets. Advertising sales accounted for 20% of segment net sales. Sublicensing & other sales, which primarily comprise the sublicensing of sports and non-sports content to third parties, as well as sales by Viaplay Studios last year, were up 72% on an organic basis and accounted for 8% of segment net sales. The growth primarily reflected the impact of new agreements with partners. Reported operating expenses was higher than last year, reflecting lower costs within non-sports content partially offset by higher SG&A, as the full cost of central functions was allocated to the Core operations in 2024. Segment operating income before ACI and IAC amounted to SEK –181m (89), and segment free cash flow amounted to SEK –1,227m. SEK million Full year 2024 Full year 2023 Reported change Organic sales growth Viaplay streaming subscription 7,930 7,998 –0.9% –0.2% Linear channel subscription 4,747 4,531 4.8% 5.4% Advertising 3,491 3,552 –1.7% –0.9% Sublicensing & other 1,430 1,251 14.3% 72.3% Net sales 17,598 17,332 1.5% 4.7% Operating expenses before ACI and IAC –17,7 79 –17,243 –3.1% Operating income before ACI and IAC –181 89 n.a Operating margin before ACI and IAC (%) –1.0% 0.5% – Viaplay subscribers (‘000) 4,757 4,843 –1.8% Annual & Sustainability Report 2024 15 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 16 ===== Non-core operations The decline in net sales reflected the divestment of the UK business and exit from the Baltics, balanced by growth in the Polish business. Segment operating income before ACI and IAC amounted to SEK –88m (–1,204), and segment free cash flow amounted to SEK –799m. SEK million Full year 2024 Full year 2023 Reported change Total net sales 892 1,235 –27.8% Operating expenses before ACI and IAC –980 –2,439 59.8% Operating income before ACI and IAC –88 –1,204 92.7% Operating margin before ACI and IAC (%) n.a n.a – Viaplay subscribers (’000) 1,590 1,659 –4.2% Parent company Viaplay Group AB is the Parent company of the Group and is responsible for group-wide management, administration and financing. Net sales for the Parent company amounted to SEK 108m (96). Income before tax and appropriations amounted to SEK 1,403m (128). The Parent company made group contributions of SEK 1,078m (0). Net income for the year amounted to SEK 327m (159). At year-end the Parent company had cash and cash equivalents of SEK 935m (2,428). Share and share capital At the beginning of the year, Viaplay Group AB had a total of 79,122,244 issued shares, comprising 531,536 Class A shares, 77,701,208 Class B shares, and 889,500 Class C whereof 6,782 of the Class B shares and 889,500 of the Class C shares where held as treasury shares. Each Class A share carries ten voting rights, while each Class B and Class C share carries one voting right. To strengthen the Group’s financial position, an extraordinary general meeting on 10 January 2024 approved a directed share issue, a rights issue, and a debt-to-equity conversion. These transactions were finalised on 9 February 2024, increasing the total number of shares by 4,500,000,000 to 4,579,122,244. As part of these measures, the quota value per share was reduced from SEK 2.00 to SEK 0.06. Viaplay Group’s share capital increased from SEK 158m to SEK 275m. As of 31 December 2024, the largest shareholders were Groupe Canal+ SA, holding 29% of the votes, and PPF Cyprus Management Limited, holding 29% of the votes. Nordea Funds was also a significant shareholder, holding 11% of the votes. No other shareholder held more than 5% of the votes at year-end. Further details on shareholders’ equity are provided in Note 20. There are no restrictions on the transfer of shares, voting rights or the right to participate in the Annual General Meeting (AGM), and Viaplay Group AB is not aware of any agreements between shareholders that may limit the right to transfer shares (save for the restrictions on transfer of shares pursuant to the cooperation agreement between PPF Cyprus Man- agement Limited and Groupe Canal+ SA previously disclosed in the Group’s share issue pr ospectus from 2024 and which is presented in the Securities Council ruling 2023:61). In addition, there are no stipulations in the Articles of Association regarding appointment or dismissal of Board members or agreements between the Parent company and Board members or employees that require remuneration if such persons leave their posts, or if employment is terminated, as a result of a public bid to acquire shares in the company. Proposed distribution of earnings The following funds are available for distribution by the Annual General Meeting: SEK thousands Share premium reserve 8,696,923 Retained earnings 2,502,376 Net income for the year 327,459 Total 11,526,758 The Board of Directors proposes that the unappropriated earnings be allo- cated as follows: SEK thousands Carried forward 11,526,758 Total 11,526,758 The Board of Directors proposes to the Annual General Meeting of share- holders that no annual cash divided be paid for 2024 and that the Parent Financial performance company’s earnings for the period ended 31 December 2024 be carried forward into the 2025 accounts. Sustainability In accordance with the Swedish Annual Accounts Act Ch. 6 § 8 and 11, according to the older version in force before 1 July 2024. Viaplay Group present the sustainability report separately. The sustainability report (including the statutory sustainability report) is provided on pages 88–125. Remuneration Principles regarding remuneration to the Board of Directors, the Presi- dent and CEO, and other members of Group Executive Management are specified in note 7. Note 7 includes the executive remuneration guidelines, adopted by the 2024 Annual General Meeting, and information on how the guidelines were adhered to in 2024. The Boards intention is that these guidelines will remain in place until 2028. Significant events during the year On 10 January 2024, Viaplay Group held an Extraordinary General Meet- ing at which all proposed resolutions were approved. The resolutions included a rights issue for existing shareholders, two directed share issues, a debt-to-equity conversion, and amendments to the Group’s articles of association to enable these measures. The recapitalisation programme was completed in February 2024. The programme comprised a SEK 4 billion equity capital injection, including a SEK 3.1 billion directed share issue and a SEK 0.9 billion rights issue, as well as a SEK 2 billion debt write-down, of which SEK 0.5 billion was converted into equity. The Group also amended and extended existing bank and bond commitments totalling SEK 14.6 billion. The net proceeds, after transaction costs, were primarily used to repay the Group’s revolving credit facility and fund ongoing business operations. The recapitalisation programme strengthened the Group’s financial position and provided a basis for future operational measures. Significant events after the reporting period Significant events after the reporting period are described in note 32. Annual & Sustainability Report 2024 16 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 17 ===== Risks and risk management Risk categories Gener al economic and mar- ket development combined with content cost commit- ments Competition f or subscribers, content and sports rights Cont ent and sports rights’ attractiveness Linear TV vie wing Pirac y Execution of s trategy and plan Interrup tions in service Business p artner risks Competition f or skilled employees Currenc y movements Financin g and refinancing Financial c ovenants Credit risk Inter est rate risk Change s in regulation Corpora te compliance Data priva cy (human rights) Viaplay Group’s strategy lays the foundation for setting short-term and long-term targets� When s etting targets, there are always certain risks associated� Th e purpose of risk management is to understand these risks and decide how best to manage them. The risk management process is used for: 1) Identifyin g risks to the successful delivery of the targets set. 2) Classifying th e extent to which individual risks are acceptable or perhaps even desirable. 3) Defining mitiga tion actions to ensure the right balance between risk and return. All risks identified are analysed to establish their financial or non-financial impacts, the likelihood of the occurrence and their cause. Unacceptable risks are thereafter addressed. The process is led by Viaplay Group’s risk man- agement function, and the responsibility of managing the risks lies with the operation al business functions. Once the risks are assessed, they are consoli- dated, evaluated and their mitigations monitored at group level by the Group Executive T eam. The principal risks and the progress on those are present- ed to the Audit Committee at least four times per year and to the Board of Direc tors at least twice per year. Viaplay Group divides its risks into four categories: strategic and commercial risks, operational risks, financial risks, and compliance and sustainability risks. On the following pages, the principal risks within each category are described although not presented in the order of priority. The development of the risk picture is also presented, i.e. whether the likelihood or/and impact of each risk has increased, decreased or stayed unchanged during 2024. Operational risks Events that can have a significant impact on Viaplay Group’s daily operations or people caused by inadequate processes, systems, or external events. Compliance & Sustainability risks Risks that the Group’s activities are non- compliant with rules, regulations, or policies. Financial risks Events or changes on the financial or capital market impacting Viaplay Group, or other events that have an impact on Viaplay Group’s financial position. Strategic & Commercial risks Events that can have a direct impact on Viaplay Group’s strategy and business plan. In addition to the listed risks, Viaplay Group monitors material environmental, social, and governance risks, through the Double Materiality assessment which frames its management of sustainability matters. See disclosures SBM-3 and IRO-1 (pages 92–93) in the Sustainability Statement for further details. Annual & Sustainability Report 2024 17 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 18 ===== Risk Risk description Mitigations Development during 2024 Unchanged. Unchanged. Unchanged. Unchanged. Unchanged. In 2024, Viaplay Group made further progress in protecting its content and fighting piracy� By impr oving detection capabilities, the Group has increased the removal of infringements, protecting the exclusivity of its content � Through m embership in Nordic Content Protection, it has further strengthened the commitment to holding illegal IPTV providers accountable and will continue the efforts to prevent their erosion of the sports and entertainment industry � Strategic & Commercial risks • Continue to reduce the fixed cost base� • Launch a range of new direct to consumer initiatives to improve the monetisation of con- tent through e�g� new p ackaging and pricing, different binding periods, increase prices� • Increase lobbying against illegal IPTV services� • Enter into new partnerships to increase the monetisation of the content portfolio � • Continue assessing and understanding sub- scriber and viewer trends outside and within target a udiences across platforms� • Focus on relevant and commercially success- ful content that works across platforms, with increas ed focus on locally relevant storytelling with healthy investment returns� • Work strategically by entering into new partner- ships to improve monetisation of our content portfolio � • Continue to provide an attractive TV offering, e g by placing selected attractive sports and local content on linear channels � • Continually optimise pricing and introduce new creative products for linear viewing � • Continuously find ways to increase advertising revenue through digital advertising opportu- nities � • Engage in additional legal activities to fight piracy � • Dedicate resources to work with this risk on an ongoing basis and find new innovative ways to fight piracy � • Raise awareness and encourage actions against piracy at EU and national level � • Partner with Nordic Content Protection and other organisations fighting piracy � • In 2025 the Group will continue to invest in anti- pirac y technology and solutions, enforce- ment measures, and expand partnerships further to combat piracy � • Deliver a comprehensive commercial content offering with a unique mix of locally relevant own productions, engaging acquired content, and exclusive premium sports rights � • Continually review and optimise the content portfolio to drive return on investment � • Increase digital advertising inventory through HVOD, creating a new revenue stream � Gener al economic and market development combined with content cost commitments The present global macroeconomic development with geopolitical risks and sustained high prices put pressure on both companies and consumers � At th e same time, Viaplay Group typically holds multi-year commitments with content providers and sport rights holders not tied to customer usage or the size of Viaplay Group’s subscriber base � Ther e is a risk that this affects Viaplay Group’s profitability negatively� Cont ent and sports rights’ attractiveness Viaplay Group’s ability to generate sales from subscriptions and advertising is dependent on the ability to develop, produce or procure high-quality content attracting a large number of viewers � Ther e is a risk that the produced or acquired content, or sports rights do not attract the expected number of viewers� Linear TV vie wing Viaplay Group sells TV advertising mainly in Sweden, Norway, and Denmark� Fur thermore, it has several partners that distribute its content� In the Nor dics, linear TV viewership has been in structural decline for many years� If this decline c ontinues at a higher pace than expected, there is a risk that Viaplay Group’s advertising sales decrease� Ther e is also a risk that linear distribution partners will have a lower willingness to pay for our content, channels, and services� Pirac y Tech development, global growth of high speed broadband and the division of streaming content between multiple distributors increases the risks of piracy � This is par tly because it has become easier to copy and distribute content, and partly because pirate services often collect content from several streaming services, which increases the value of the pirate service � Viaplay Gr oup’s attractive content, including premium sports rights, combined with Viaplay Group’s presence across several markets also increase the value of pirating this content � Competition f or subscribers, content and sports rights Viaplay Group competes for subscribers, content, viewers and listeners against local and international play- ers� Ther e is a risk that Viaplay Group sees a higher and tougher competition in the coming years� This could have an adverse impact on the subscription-, advertising and other sales, or reduce the ability to successful- ly obtain and maintain high-quality content and sports rights � Annual & Sustainability Report 2024 18 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 19 ===== Risk description Mitigations Development during 2024 Unchanged. Unchanged. Current macro-economic instability has led to a global increase in hacking activities, exemplified by attacks on other companies in markets where Viaplay Group is present � During 2 024, attack methods have partially changed, but we have adapted thanks to further investment in systems and tools that enhances our capa- bilities to protect our service against malicious attacks and fraudulent behaviour � Increas ed. Renegotations of contracts always carries risk of not reaching agreements under commercially sustain- able conditions� For 2 025 more agreements are up for renewal compared to 2024� Decreas ed. The combination of Viaplay Group’s refi- nancing, and a changed macro-economic climate, has increased the availability of skilled people in our markets � • Continuous monitoring of performance against the new strategy and plan� • An increased governance and internal con- trol process in place with more disciplined approach to investment decisions and alloca- tion of resources � • Drive further automation and efficiency of internal processes and systems � • Continue to reduce our fixed cost base� • Continued investments in cyber threat intelli- gence, security architecture, systems and tools, expertise and processes to identify, protect and respond to cyber threats � • Risk awareness training and proactive commu- nication to all employees � • Participation in relevant forums to share ideas, information and experience � • Continuous investment in platform scaling and resilience � • Close partnerships with third-party vendors� • Continuous investment in market education around streaming services � • Improved redundancy in video streaming origin � • Improved security with regards to content storage � • Third-party onsite audits at selected own productions � • Screening of business partners and third par- ties to identify potential risks � • Suppliers are required to comply with Viaplay Group’s Supplier Code of Conduct or such similar policy � • Risk analyses to identify high-risk business partners and suppliers � • Continuously review and optimise the supplier due diligence process � Execution o f strategy and plan In July 2023, Viaplay Group announced a new strategy and plan that involve, among other things, focusing on the core Nordic, Netherlands and Viaplay Select operations, implementing a new operational model, part- nering or exiting other international markets, rightsizing and pricing the product offering in the Nordics, and undertakin g a major cost reduction programme� The s trategy and plan have been implemented and is so far progressing as expected but there is still a risk that it does not have the future effects as planned� Interruptions in service Streaming is a complex ecosystem of technology and services, all of which need to work in sync to create a good customer experience � Viaplay Gr oup has become a large-scale streaming company operating in mul- tiple markets� Int erruptions in our service can arise from various factors, including but not limited to our own systems, third-party suppliers or malicious actors� For example, th e cyber-threat environment is becoming increasingly sophisticated, especially for companies with a high digital profile like Viaplay Group� Atta cks could result in unauthorised access to confidential or sensitive data, or interruption of critical business processes � Also , the customer experience can be disrupted by factors outside our control, such as problems with customer devices or Wi-Fi networks, or network congestion with local internet service provider� Business p artner risks Viaplay Group works with partners in various areas of the business (e�g� distribution p artners, media compa- nies, service providers, sub-contractors etc), and are reliant on their financial and operational performance, business ethics and our continued collaboration � Ther e is a risk that partners fail to perform at the expected standard or to meet contractual obligations, or that the Group is unable to renew partner agreements on financially reasonable terms � Addition ally, there is a risk that partners violate national or international laws, regulations or conventions, or fail to adhere to Viaplay Group’s values or policies� All the abo ve may have a negative impact on Viaplay Group’s finances or reputation� Risk • Ensure that the Group provides a culture where people can develop their capabilities and competences and perform at their best � • Operation of a tech-hub in Barcelona to attract tech talents � Competition f or skilled employees The ability to attract and retain skilled people is key for Viaplay Group to execute on our strategy and provide excellent service to our customers� Operational risks Annual & Sustainability Report 2024 19 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 20 ===== Risk description Mitigations Development during 2024 Increased. Transaction exposure has increased due to the consequences of the recapitalisation process� During and following the recapitalisation the Group has not been able to enter into currency forward contracts with its financial counter parties, resulting in an increased propor- tion of unhedged currency exposure � Increas ed. There is an increased risk in relation to secur- ing additional financing, as access to diversified funding sources has been reduced � Follo wing the recapitalisation, Viaplay Group cannot issue additional bonds under the MTN programme, nor issue Commercial Papers � Thus, th e Revolving Credit Facility is the sole source of additional funding � Decreased. The risk decreased from December 2023 to December 2024 following the recapitalisation � Lo an facilities with related terms & conditions have been rene- gotiated � The risk of breaching financial covenants has decreased due t o a new covenant regime adjusted to align with the new strategy� How ever, due to strict financing arrangements, compliance with terms and restrictions in such agreements remains a very significant financial risk � Unchanged. Decreased. The interest risk increased with higher debts during 2023 and has decreased mainly due to the recap- italisation in February 2024 where the interest-bearing debt was reduced � Par t of the variable interest is also hedged to fixed� • Transaction exposure may be hedged mainly for contracted programme acquisition outflows through forward exchange agreements based on a maximum of 12 months forward contracts � The ability t o manage currency hedging is dependent on available derivative limits and it was zero at the balance date � • Translation exposure is not hedged� • The credit risk with respect to Viaplay Group’s trade receivables is diversified among a large number of customers, both private individuals and companies � • High credit ratings are required for all mate- rial credit sales and solvency information is obtained to reduce the risk of bad debt � • The largest part of the interest-bearing debt has a variable interest rate � Currenc y movements Foreign exchange risk is the risk that fluctuations in exchange rates will adversely affect Viaplay Group’s income statements, financial position and/or cash flows � For eign exchange risk is divided into transaction exposure and translation exposure� Tr anslation exposure arises from the conversion of Viaplay Group’s sub- sidiaries and associated companies’ earnings and balance sheets into the Swedish Krona reporting currency from other currencies � Tr ansaction exposure occurs when Viaplay Group’s subsidiaries have external and internal transactions such as import or export in currencies other than the subsidiary’s functional currency� Since m any of the subsidiaries report in currencies other than Swedish Krona and transact in foreign curren- cies, Viaplay Group is exposed to exchange rate fluctuations� Financial c ovenants Viaplay Group’s financing arrangements, including the Revolving Credit Facility, the Guarantee Facility and the bilateral term loans are subject to certain financial covenants and undertakings � Thes e covenants and undertakings require the Group to fulfil certain financial covenants and limitations on certain disposals of assets, acquisitions and raising additional debt, which may limit Viaplay Group’s financial and operating flexibility � Credit risk Cr edit risk is defined as the risk that the counter party in a transaction will not fulfil its contractual obliga- tions, and any collateral will not cover the claim of Viaplay Group� The cr edit risk in Viaplay Group consists of financial credit risk and customer credit risk� Inter est rate risk Interest rate risk is the risk that changes in the market interest rates will adversely affect cash flow, financial assets and liabilities � Viaplay Gr oup’s sources of funding are primarily shareholders’ equity, cash flows from operations and external borrowing� Int erest bearing debt exposes Viaplay Group to interest rate risk as a result of interest rate fluctuations in the financial markets� Risk • All debt maturities are extended to 2028 due to the recapitalisation, which gives the Group time to make the necessary transformation ahead of the next refinancing � • External borrowing is managed centrally in accordance with the Group’s financial policies � • Loans are primarily raised by the Parent com- pany and transferred to subsidiaries via cash pools, internal loans or capital injections � • Refinancing of all loans are initiated 12 months prior to maturity � • Continuously and closely monitor performance against financial covenants � • Deliver on the new strategy� Financial risks Financing and refinancing On 1 December 2023, Viaplay Group announced a proposal for a comprehensive recapitalisation programme, including an equity capital injection of SEK 4 billion, and a SEK 2 billion write-down of existing debt, of which approximately SEK 0 �5 billion is con verted into equity� The pr oposal was approved by Viaplay Group’s shareholders on 10 January 2024 and completed on 9 February 2024� The Gr oup continues to be reliant on access to financing and is therefore exposed to risks associated with disruptions in the capital markets, which could make it more difficult and/or more expensive to obtain financing in the future � Po tential events affecting this may include (i) the adoption of new regulations and laws; (ii) the stability of the financial markets or the financial services industry; and (iii) the perceived creditworthiness of Viaplay Group, all of which could result in a reduction in the amount of available credit or equity or increases in the cost of credit � The Gr oup’s existing cash balances and credit facilities are currently considered sufficient� See n ote 23 for further information� Annual & Sustainability Report 2024 20 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 21 ===== Risk description Mitigations Development during 2024 Unchanged. Unchanged. Unchanged. • Regularly reviewing and updating Viaplay Group policies to ensure compliance with current regulations and market standards � • Monitoring regulatory developments across Viaplay Group markets and assessing potential impact on Viaplay Group’s business � • Engaging in lobbying activities when relevant� • A compliance programme is in place that includes training for all Viaplay Group employ- ees and consultants � • Mandatory signing of the Code of Con- duct and completion of a Code of Conduct e-learning for Viaplay Group employees and consultants � • Screening third parties to identify potential risks and performing ongoing monitoring throughout the duration of the business relationship � • Dedicated Privacy organisation consisting of Data Protection Officers for all core markets and an established Data Protection Gover- nance Framework to support the business in identifying and mitigating risks � • Yearly roadmap and a state of the art Privacy Risk Framework established to prioritise and map mitigation of identified risks � • Clear data breach procedures in place� • Continued investments in cyber-threat intelli- gence, security architecture, systems and tools, expertise and processes to identify, protect and respond to cyber-threats � Change s in regulation Viaplay Group operates in multiple markets and is thus subject to regulations in many different jurisdictions� Viaplay Gr oup’s business is regulated by both EU and national laws, as well as by requirements from addition- al authorities and international bodies� These requirements relate to, for example, advertising, copyright, broa dcasting, consumer protection, privacy, competition and taxation (including so-called streaming taxes and/or related investment obligations imposed on Viaplay Group in certain markets)� Chan ges in such laws and regulations, particularly in relation to advertising requirements, geoblocking requirements, licensing requirements, access requirements, content transmission and spectrum specifications, consumer protection, taxation, or other aspects of Viaplay Group’s business, or any of our competitors’ businesses, could limit or otherwise adversely affect the manner in which Viaplay Group conducts our business � Corporate compliance Viaplay Group’s compliance processes aim to ensure that the Group always complies with all applicable laws and regulations, including anti-bribery and corruption laws and sanctions � Brea ching such laws could have a significant negative impact on reputation, brand value and shareholder value, and could result in the imposition of financial or criminal penalties � Moreo ver, our loan agreements include provisions requiring compliance with applicable laws and regulations� Nonc ompliance with these obligations constitutes a breach of contract, which could trigger associated consequences under the terms of the agreement� Data priva cy (human rights) Viaplay Group is data-driven and processes large volumes of personal data to deliver its services� Any loss, alteration, or unauthorised disclosure of personal data, whether resulting from mishandling, system failures, or cyber-attacks, could violate users’ right to privacy and breach applicable data protection legislation � Such incidents may also lead to regulatory penalties, reputational damage, and erosion of customer trust� Risk Compliance & Sustainablity risks Annual & Sustainability Report 2024 21 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 22 ===== Governance and responsibility Corporate Governance As a public limited liability company with securities list- ed on Nasdaq Stockholm, Viaplay Group is subject to a variety of external rules that affect its governance, such as the Swedish Companies Act and the Swedish Annual Accounts Act, the Swedish Corporate Governance Code, the Nasdaq Stockholm Rulebook for Issuers as well as recommendations and statements from the Swedish Corporate Reporting board, Swedish Securities Council’s rulings on good practice in the Swedish stock market and the Council for Swedish Financial Reporting Supervision’s review of the financial reports of Swedish listed companies. Viaplay Group has also established an internal steering document framework, consisting of codes of conduct and Group Policies, Directives and Guidelines, expressing the Group’s values and commitment to conducting business in compliance with applicable laws, regulations and standards. Sustainability Viaplay Group’s sustainability work is a central part of the Group’s business and governance. Viaplay Group’s commitment to sustainability and responsible business practices stem from the Group’s values, and culture. These efforts are operationalised by a policy frame- work and a sustainability roadmap which supports the Group’s business strategy. Viaplay Group has aligned its Sustainability reporting with EU Corporate Sustainabil- ity Reporting Directive 2022/2464 requirements and makes disclosures on the governance of its sustainabili- ty efforts as part of the Sustainability Statement includ- ed in this Annual and Sustainability report. See GOV-1 and GOV-2 disclosures of the sustainability statement for more information (pages 88–89). Shareholders For information about Viaplay Group’s ownership structure, share capital and shares, please refer to the section “Other” on page 134. Information regularly provided to shareholders by the Group during the year includes interim and full year reports, Annual & Sustain- ability Reports, and press releases on significant events; all of which can be found at https:/ /www.viaplaygroup. com/investors. General Meetings The Swedish Companies Act and the Group’s articles of association determine how notices to General Meetings shall be issued, and who has the right to participate in, and vote at, these Meetings. There are no restrictions on the number of votes each shareholder may cast at General Meetings. Each Class A share entitles the holder to 10 votes, and each Class B and Class C share entitles the holder to one vote. The Board has the right before a General Meeting to decide that shareholders shall be able to exercise their rights to vote by post before the General Meeting. Decisions at the AGM 2024 included: • Approval of the remuneration report for 2023. • To discharge the members of the Board of Directors and the current CEO, Jørgen Madsen Lindemann, from liability for the 2023 financial year, and not to discharge the previous CEO, Anders Jensen, from liability for the 2023 financial year. • Resolution for the disposition of the company’s results and that Viaplay’s unappropriated earnings should be carried forward. • Adoption of the Nomination Committees proposal of the board of directors and the Auditor. • That the number of directors elected by the AGM for a term ending at the next AGM would be nine (9) directors. • Determination of remuneration to the members of the Board and the Auditor. • Re-election of Simon Duffy as member of the Board and election Maxime Saada, Jacques du Puy, Didier Stoessel, Annica Witschard, Andrea Gisle Joosen, Katarina Bonde, Anna Bäck and Erik Forsberg as new members of the Board. • Re-election of Simon Duffy as Chair of the Board. • Re-election of KPMG as auditing company up to and including the Annual General Meeting 2025. 2025 Annual General meeting The 2025 Annual General Meeting of Viaplay share- holders will be held on Tuesday 13 May, 2025 in Stock- holm. Shareholders wishing to have matters considered at the meeting should submit their proposals in writing to agm@viaplaygroup.com or to the Company Secre- tary, Viaplay Group AB, BOX 17104, 104 62 Stockholm, Sweden, at least seven weeks before the meeting in order that such proposals may be included in the notic- Governance report Corporate governance at Viaplay Group is exercised through a number of bodies according to applicable laws, rules and internal processes. At the Annual General Meeting (the “AGM”), shareholders can exercise their voting rights with regards to the composition of the Board of Directors of Viaplay Group and the election of external auditors. The duties of the Board are partly exercised through its Audit Committee and Remuneration Committee. The Group Chief Executive Officer (the “CEO”) of Viaplay Group is responsible for the day-to-day management and operations of the Group, in accordance with instructions from the Board. Annual & Sustainability Report 2024 22 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 23 ===== es to the meeting. Further details of when and how to register will be published in advance of the meeting. The Nomination Committee The Nomination Committee comprises representatives of some of Viaplay Group’s largest shareholders, and its responsibilities include: • Evaluating the Board of Directors’ work and compo- sition • Submitting proposals to the AGM regarding the election of the Board of Directors and the Chair of the Board • Preparing proposals regarding the election of audi- tors in cooperation with the Audit Committee (when applicable) • Preparing proposals regarding fees to be paid to the Board of Directors and the company’s auditors • Preparing proposals for the Chair of the AGM • Preparing proposals for the administration and order of appointment of the Nomination Committee for the AGM. In accordance with the applicable procedures of the Nomination Committee, the Chair of the Viaplay Group Board convened a Nomination Committee to prepare proposals for the 2025 AGM. The Nomination Commit- tee comprises Audrey Richard, appointed by Groupe Canal+ SA; Filippa Gerstädt, appointed by Nordea Funds; Brendan Donahue, appointed by PPF Cyprus Management Limited; and Simon Duffy, Chair of the Viaplay Group Board. The members of the Nomination Committee appointed Audrey Richard as Committee Chair at their first meeting. Information about how shareholders can submit proposals to the Nomination Committee is available at https:/ /www.viaplaygroup.com/about/corporate-gover- nance/nomination-committee, where the Nomination Committee’s motivated statement regarding its propos- als to the AGM and a brief presentation of its work will be published in advance of the AGM on 13 May 2025. In its work, the Nomination Committee applies Sec- tion III, 4.1 of the Code as its diversity policy. According- ly, the Nomination Committee gives particular consider- ation to the importance of increased diversity in board representation, including gender, age and nationality, as well as depth of experience, professional background and skillset. The Board of Directors Board members are elected at the AGM for a period ending at the close of the next AGM. The Group’s arti- cles of association contain no restrictions regarding the eligibility of Board members. According to the Group’s articles of association, the number of Board members can be no less than three and no more than nine, all of whom are to be elected at the AGM. The Board of Directors has comprised between five (January-May) and nine (May-December) members during 2024. The current Board of Directors comprises: Simon Duffy (Chair since May 2024), Erik Forsberg, Andrea Gisle Joosen, Katarina Bonde, Anna Bäck, Maxime Saada, Jacques du Puy, Didier Stoessel and Annica Witschard. The Board has complied with the Code’s provision that the majority of members shall be independent of the Group and its management, and that at least two mem- bers shall also be independent of the Group’s major shareholders (i.e. shareholders with a holding exceeding 10%). Biographical information about each Board mem- ber can be found on pages 27–28. Board of Directors and attendance at Board and Committee meetings 2024 January – April Board members Board meetings¹ Audit Committee meetings² Remuneration Committee meetings³ Independent of major shareholders Independent of the company and management Simon Duffy 10/10 1/3 2/2 Yes Yes Anders Borg4 10/10 3/3 1/2 Yes Yes Natalie Tydeman4 7/10 — 2/2 Yes Yes Andrew House4 7/10 3/3 2/2 Yes Yes Kristina Schauman4 10/10 3/3 2/2 Yes Yes May – December Board members Board meetings¹ Audit Committee meetings² Remuneration Committee meetings³ Independent of major shareholders Independent of the company and management Simon Duffy5 6/6 4/4 1/5 Yes Yes Erik Forsberg 6/6 4/4 — Yes Yes Andrea Gisle Joosen 5/6 — 5/5 Yes Yes Katarina Bonde 6/6 4/4 — Yes Yes Maxime Saada 6/6 — 5/5 No Yes Jacques du Puy 6/6 4/4 — No Yes Anna Bäck 5/6 — 5/5 Yes Yes Annica Witschard 6/6 1/4 5/5 No Yes Didier Stoessel 6/6 3/4 — No Yes 1) The total number of Board meetings during 2024 were sixteen (16), of which ten (10) were held prior to the Annual General Meeting held on 14 May 2024 and six (6) were held following the 2024 Annual General Meeting. 2) The total number of Audit Committee meetings during 2024 were seven (7), of which three (3) were held prior to the Annual General Meeting held on 14 May 2024 and four (4) were held following the 2024 Annual General Meeting. 3) The total number of Remuneration Committee meetings during 2024 were seven (7), of which two (2) were held prior to the Annual General Meeting held on 14 May 2024, and five (5) were held following the 2024 Annual General Meeting. 4) Andrew House, Anders Borg, Kristina Schauman and Natalie Tydeman stepped down as board members in May 2024. 5) Simon Duffy was not a member of the Audit Committee between January-April 2024. Governance report Annual & Sustainability Report 2024 23 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 24 ===== Responsibilities and duties of the Board of Directors Viaplay Group’s Board of Directors is responsible for the overall strategy of the Group, and for organising its administration in accordance with the Swedish Compa- nies Act. The Instructions for the Board, as well as the instruc- tions for the CEO are updated and approved at least once per year. A Remuneration Committee and an Audit Committee have been established within the Board as subsidiary bodies, but do not reduce the Board’s overall responsibility for the governance of the Group or for the decisions taken. The work of the Board During 2024, the Board of Directors held frequent meetings (16 in total, not including per capsulam Board meetings or Board Committee meetings). Prior to each ordinary meeting, the members receive a written agen- da, based on the Board’s established procedures, and a complete set of documents for information sharing and decision making. Recurring items on the Board’s agenda include the Group’s financial performance and position, market conditions, investments and adoption of the financial statements. Reports by the Audit and Remuneration Committees, as well as reports on inter- nal controls and financing activities, are also regularly addressed. Important issues addressed during the year included a strategic review, a comprehensive recapital- isation of the Group, investments, divestments of oper- ations and key market developments. The CEO presents matters for discussion at the meetings, and the Group’s Chief Financial Officer and other members of manage- ment also participate and present specific matters. The Group General Counsel acts as secretary of the Board. Ensuring quality in financial reporting The reporting instructions approved annually by the Board include detailed instructions about the type of financial reports and other information to be submit- ted to the Board. In addition to the interim and full year reports, the Board reviews and evaluates financial information related both to the Group as a whole and to entities within the Group. The Board also reviews, primarily through its Audit Committee, the most import- ant accounting principles applied by the Group in its financial reporting, as well as any major changes in these principles. The tasks of the Audit Committee also include reviewing reports regarding internal controls and financial reporting processes, as well as reports submitted by the Group’s internal audit function. The Group’s external auditor reports to the Board as and when required. The external auditor also reports to the Audit Committee. Minutes are taken at all meetings and are made available to all Board members and the external auditor. Evaluation of the Board of Directors and the CEO The Board conducts an annual performance review process to assess the work and procedures of the Board and its committees. The objective of the review process is to gain a better understanding of the issues that the Board finds warrant greater focus, as well as to determine areas where additional competence may be needed within the Board and whether the Board com- position can be improved. The evaluation also serves as guidance for the work of the Nomination Committee. The evaluation tools include detailed questionnaires and discussions. The questionnaire includes a mix of multiple-choice questions, quantitative ranking, and open questions. The Chair presents the outcome of the Board evaluation to the full Board and to the Nomi- nation Committee, both of whom discuss the result in detail. Remuneration Committee The Remuneration Committee comprises Andrea Gisle Joosen (Chair), Anna Bäck, Maxime Saada and Annica Witschard. The Remuneration Committee’s assignments include salaries, pension terms and conditions, incentive plans and other conditions of employment for senior executives. The remuneration guidelines applied by the Group in 2024 are presented in note 7. Minutes are kept of the Remuneration Committee’s meetings and are made available to the full Board. The Audit Committee The Audit Committee comprises Erik Forsberg (Chair), Simon Duffy, Katarina Bonde, Jacques du Puy and Didier Stoessel. The Audit Committee’s assignments are stipulated in Chapter 8, Section 49 b of the Swedish Companies Act. The Audit Committee’s tasks include monitoring Viaplay Group’s financial reporting and the efficiency of internal controls and internal audits, as well as maintaining frequent contact with external and internal auditors. The Audit Committee’s work primar- ily focuses on the quality and accuracy of the Group’s financial accounting and accompanying reporting, as well as its internal financial controls. The Audit Com- mittee also evaluates the auditors’ work, qualifications and independence. The Audit Committee monitors the development of relevant accounting policies and requirements, discusses other significant issues con- nected with Viaplay Group’s financial reporting and reports its observations to the Board. Minutes are kept of the Audit Committee’s meetings and are made avail- able to the full Board. Remuneration of Board members The remuneration of Board members for Board and Committee work is proposed by the Nomination Com- mittee and approved by the AGM. The Nomination Committee’s proposal is based on benchmarking of peer group company compensation. Information about the remuneration of Board members is provided in note 7. Board members do not participate in the Group’s incentive plans. External auditors At the 2024 AGM, KPMG was elected as Viaplay Group’s auditor for the financial year 2024 until the end of the 2025 AGM. KPMG was appointed as the Group’s external auditor in connection with the Group’s forma- tion in 2018, and was re-elected in connection with the Group’s listing in 2019. Tomas Gerhardsson, Authorised Public Accountant, has been responsible for the audit on behalf of KPMG since 2021. Audit assignments have involved the examination of the Annual & Sustainability Report and financial accounting, the administration by the Board and the CEO, other tasks related to the duties of a company auditor, and consultation or other services that may have resulted from observations not- ed during such examination or the implementation of other tasks. All other tasks are defined as other assign- ments. The auditor reports its findings to shareholders by means of the Auditor’s Report presented to the AGM. In addition, the Auditor’s Report details findings at ordinary meetings of the Audit Committee and to the full Board as necessary. KPMG provided certain additional services in 2024. These services mainly com- prised tax compliance services, services in connection to the Group’s recapitalisation prospectus and other assignments of a similar kind and closely related to the audit process. For more detailed information about the auditor’s fees, please see note 30. Governance report Annual & Sustainability Report 2024 24 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 25 ===== Governance structure Pre-approval of policies and procedures for non-audit related services To ensure the auditor’s independence, the Audit Committee has established pre-approval policies and procedures for non-audit related services to be per- formed by the external auditor. These policies and procedures were approved in September 2024 by the Audit Committee. Group Executive Team At the end of 2024, the Group Executive Team com- prised the CEO, the Chief Financial Officer and six other members. Biographical information, including share- holdings as of 15 March 2025, for each member of the Group Executive Team is provided on pages 29–30. Chief Executive Officer (CEO) The CEO is responsible for the ongoing management and operations of the Group, in accordance with the instructions established by the Board. In consultation with the Chair of the Board, the CEO prepares the infor- mation and documentation required as the basis for the work of the Board and to enable Board members to make well-informed decisions. The CEO is supported by the Group Executive Team. The Board regularly eval- uates the CEO’s performance. Additionally, the Board has a set item on the agenda to discuss the CEO’s performance, without the CEO or any other member of the Group Executive Team present, at least once a year during one of its meetings. The CEO and the Group Executive Team – supported by the business func- tions– are responsible for adherence to and delivery of the Group’s overall strategy, financial and business controls, financing, capital structure, risk management, mergers, divestments and acquisitions. This includes the preparation of financial reports and information to, and communication with, shareholders and other capital markets participants. Executive remuneration The existing guidelines for the remuneration of the Group Executive Team, which were approved at the 2024 AGM, can be found in note 7. This note also includes further information regarding the application of, and deviation from, these guidelines, as well as the remuneration paid during 2024. It is the Board and Remuneration Committee’s intentions that the guide- lines shall apply for four years from approval in 2024. New guidelines will be put forward for the annual gen- eral meeting 2028. Internal controls The Group’s processes for internal control, risk assess- ment, communication and monitoring of financial reporting are designed to ensure reliable overall financial reporting and external financial statements, in accordance with International IFRS Accounting Stan- dards (IFRS), applicable laws and regulations, and other requirements for companies listed on Nasdaq Stock- holm. Control environment The Board has specified instructions and working processes regarding the roles and responsibilities of the CEO and the Board Committees. The Board has also established guidelines and policies related to internal control activities, and monitors performance against plans and prior years. The Audit Committee assists the Board in overseeing various issues, such as monitoring internal audits and establishing accounting policies for the Group. The responsibility for maintaining an effective control environment and internal control over financial reporting is delegated to the CEO. Other managers at various levels have respective responsibil- ities. Members of the Group Executive Team regularly reports to the Board according to established routines and in addition to the Audit Committee’s reports. Governance report Defined responsibilities, instructions, and policies, as well as laws and regulations, together comprise the control environment. Group employees are required to comply with policies and instructions. Risk assessment and control activities The Group has developed a risk management framework to identify and quantify risks in all business functions, which are reviewed by the Board of Directors and the Audit Committee. More information about Viaplay Group’s risk management process and principal risks can be found in the section Risk and risk management on pages 17–21. Group Compliance team The Group Compliance team’s responsibilities include reviewing, evaluating and raising awareness about com- pliance issues, and ensuring that the Group, along with its management, employees and third parties, adheres to all relevant laws and regulations, such as privacy and data protection, sanctions, economic embargoes, and anti-bribery and anti-corruption rules. The Head of Corporate Compliance also manages Viaplay Group’s Codes of Conduct and ensures their implementation Shareholders Annual General Meeting Board of Directors Chief Executive Officer Group Executive Team External Auditors Remuneration Committee Audit Committee Internal Audit Nomination Committee Annual & Sustainability Report 2024 25 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 26 ===== Governance report through internal controls, e-learning and targeted train- ing. The Head of Corporate Compliance and the Group Data Protection Officer present the progress of the compliance programme to the Audit Committee, as well as any incidents and ongoing investigations involving potential violations of laws or Group Policies. Information and communication The guidelines used in the Group’s financial reporting are updated and communicated to relevant employ- ees on an ongoing basis. There exist both formal and informal communication channels to the Group Exec- utive Team and Board of Directors for key information from employees. Guidelines for external communication ensure that the Group communicates in a responsible manner and in line with the rules and guidelines that apply to listed companies. Follow-up The Board of Directors regularly evaluates and discuss the information provided by the Group Executive Team and the Audit Committee, such as the Group’s financial position, strategies and investments. The Audit Com- mittee reviews all interim reports prior to publication and is responsible for following up on internal control activities. This work includes ensuring that measures are taken to deal with any inaccuracy and following up suggestions for actions emerging from internal and external audits. The Group has an independent inter- nal audit function responsible for the evaluation of risk management and internal control activities. This work includes scrutinising the application of established rou- tines and guidelines. The internal audit function submits its audit plan to the Audit Committee for approval and reports the result of its reviews to the Audit Committee. The external auditors report to the Audit Committee at ordinary meetings of the Committee. Annual & Sustainability Report 2024 26 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 27 ===== Board of Directors Maxime Saada Non-Executive Director French, born 1970 Elected 2024 Maxime Saada has been a member of the Board of Directors since May 2024 � He has been Chie f Executive Officer of the CANAL+ group since 2015 and Chairman of the Management Board since 2018 � He currently s erves as: Chairman of Dailymotion, Chairman of STUDIOCANAL, Chairman of L’Olympia and Vice-President of the Lagardère Group � He was a member of Vivendi’s Management Board between June 2022 and December 2024 � Maxime h as been with the CANAL+ group for 20 years, starting as the group’s EVP Strategy � Aft er working on the merg- er with TPS, he successively held the positions of Marketing Director, Head of CANALSAT, Commercial Director, EVP in charge of Distribution, before being promoted to Executive Vice-President in charge of pay-TV in 2013 � He is a gra duate of the Institut d’Etudes Politiques de Paris (Sciences Po 1992) and holds an MBA from HEC (1994) � Member of the R emuneration Committee� Repres entative of a major shareholder� Ownership: 0 VPL AY Class B shares�¹ Simon Duffy Chair of the Board and Non-Executive Director British, born 1949� Elected 2 018 Simon Duffy has been a member of the Board of Directors since July 2018 and Interim Chair of the Board since July 2023 � Simon w as Executive Chair- man of Tradus plc until the company’s sale in March 2008 � Simon w as also Executive Vice-Chairman of ntl:Telewest until 2007, having joined ntl in 2003 as CEO � Simon h as also served as CFO of Orange SA, CEO of wireless data specialist End2End AS, CEO and Deputy Chairman of WorldOnline International BV , and held senior positions at EMI Group plc and Guinness plc � Simon is a Non -Executive Chairman of Modern Times Group MTG AB and of YouView TV Ltd and a non-executive director of Avianca Group International Limited � Simon h olds a Master’s degree from University of Oxford and an MBA from Harvard Business School � Member of the A udit Committee� Independen t of the Company, management and major shareholders� Ownership: 2 9,988 VPLAY Class B shares�¹ Andrea Gisle Joosen Non-Executive Director Swedish, born 1964 Elected 2024 Andrea Gisle Joosen has been a member of the Board of Directors since May 2024 � She is curr ently a member of the Boards of Directors of evoke Holdings (publ), Stadium, Logent and Zühlke Group � Andr ea is also chairing the nomination committee of the Swedish Trade Federation � She h as previously held positions as CEO of the Swedish operations of Boxer TV and Managing Director of the Nordic operations of Panasonic, Chantelle and 20th Century Fox Home Entertainment, as well as senior management posi- tions with Procter & Gamble, Johnson & Johnson and Mars � Andr ea holds an MSc in International Market- ing from Copenhagen Business School� Chair of th e Remuneration Committee� Independen t of the Company, management and major shareholders� Ownership: 8 4,165 VPLAY Class B shares�¹ Katarina Bonde Non-Executive Director Swedish, born 1958 Elected 2024 Katarina Bonde has been a member of the Board of Directors since May 2024 � She is curr ently Chair of the Board of Stillfront Group (publ), Mentimeter and Zimpler � Katarin a is also a member of the Board of Directors of Mycronic (publ)� She h as previously had board roles at public and private companies such as Opus Group, ACQ Bure, AP6 (Sixth Swedish National Pension Fund) � She h as also been CEO of UniSite Software, Managing Director of Captura Internation- al, EVP, Sales and Marketing at Captura Software (acquired by SAP) and Sales Director at Dun & Brad- street � Katarin a holds an MSc in Applied Physics and Mathematics from the Royal Institute of Technology in Stockholm � Member of the A udit Committee� Independen t of the Company, management and major shareholders� Ownership: 2 00,000 VPLAY Class B shares�¹ Erik Forsberg Non-Executive Director Swedish, born 1971 Elected 2024 Erik Forsberg has been a member of the Board of Directors since May 2024 � He is curren tly Chair of the Board of Collectia Group (Care Bidco Aps DK) and Lilian Group (Lilian Midco AB) � Erik is also a m ember of the Boards of Directors of Stillfront Group (publ), Enento Group (publ) and Deltalite � He has pr eviously held positions such as CFO Intrum AB, CFO Cision AB and Business Area CFO, Group Treasurer and Busi- ness Controller EF Education � Erik holds an MS c in Business and Administration from Stockholm School of Economics � Chair of th e Audit Committee� Independen t of the Company, management and major shareholders� Ownership: 400,000 VPLAY Class B Shares�¹ 1) Ownership as of 2025-03-15. Annual & Sustainability Report 2024 27 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 28 ===== Jacques du Puy Non-Executive Director French, born 1958 Elected 2024 Jacques du Puy has been a member of the Board of Directors since May 2024� He curren tly serves as Member of the Management Board of Canal+ SA in charge of Global Pay-TV , and holds various additional board positions within the Canal+ group � Jac ques was previously COO of Vetoquinol, CEO, Europe, Africa and Middle East at Bayer CropScience, CEO, Japan and Korea at Aventis CropScience, and CEO, India then Japan at Rhône-Poulenc Agro � He holds a Master’s degree in Agricultural Engineering from Agro-Paris Tech and a Business Master’s degree from Sorbonne University-IAE � Member of the Audit Committee� Repres entative of a major shareholder� Ownership: 0 VPL AY Class B shares�¹ Didier Stoessel Non-Executive Director French, born 1963 Elected 2024 Didier Stoessel has been a member of the Board of Directors since May 2024 � He is curren tly Chief Investment Officer of PPF Group and CEO, Central European Media Enterprises, and he holds various private company board positions within the PPF Group portfolio � Didier was pr eviously CEO, Nova Broadcasting Group, CEO, Apace Media (publ), Glob al CEO, Corporate Finance at HSBC Investment Bank and Director of Investment Banking at Merrill Lynch International � He holds an MS c in engineer- ing from ENSTA in Paris, an MBA from INSEAD and a Master’s degree in European Affairs from École Nationale d’Administration � Member of the A udit Committee� Repres entative of a major shareholder� Ownership: 0 VPL AY Class B shares�¹ Annica Witschard Non-Executive Director Swedish, born 1973 Elected 2024 Annica Witschard has been a member of the Board of Directors since May 2024 � She is curr ently a member of the Board of Directors of Sampo Group (publ)� An- nica has pr eviously been CEO, Home Credit Vietnam and Home Credit Philippines, and CEO, Nordics for GE Money Bank � Home Cr edit Group is PPF Group’s consumer finance division� Annica holds an MS c in Business and Economics from Linköping University� Member of the R emuneration Committee� Repres entative of a major shareholder� Ownership: 60 ,240 VPLAY Class B shares�¹ Anna Bäck Non-Executive Director Swedish, born 1972 Elected 2024 Anna Bäck has been a member of the Board of Directors since May 2024 � She is curr ently Chair of the Board of Directors of Precis Digital and Tradera� Anna is also a m ember of the Boards of Directors of Nordnet Bank, Permobil, the Swedish Biathlon Asso- ciation and Systembolaget� She h as previously held positions such as CEO, Kivra and Associate Partner at McKinsey & Company � Anna h olds an executive MBA from Stockholm School of Economics, and an MSc in Industrial Engineering and Management from Linköping University � Member of the R emuneration Committee� Independen t of the Company, management and major shareholders� Ownership: 2 49,687 VPLAY Class B shares�¹ Board of Directors 1) Ownership as of 2025-03-15. Annual & Sustainability Report 2024 28 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 29 ===== Jørgen Madsen Lindemann President and CEO Danish, born 1966 Jørgen was appointed President and CEO of Viaplay Group on 5 June 2023� Jørgen is th e former President and CEO of Modern Times Group (MTG), the Swe- den based digital entertainment business, where he worked from 1994 to 2020 � He also sa t on the board of Zalando as a non-executive director from 2016 to 2021 � Jørgen h as strong experience of leading digi- tal-first businesses and he is also chair of ASOS Plc� Ownership: 10 ,959,800 VPLAY Class B shares�¹ Group Executive Team Vanda Rapti EVP, Viaplay Select & Content Distribution Greek, British, born 1976 Vanda was appointed EVP, Viaplay Select & Content Distribution at Viaplay Group on 1 July 2023 � She w as previously EVP and Chief Commercial Officer, North America & Viaplay � Be fore that, she was SVP and Group Head of Acquisitions, Content Distribution & Partnerships � Van da joined the Group in 2003 and has held roles including VP Pay TV , VoD and New Media, and Senior Lawyer � She h olds a degree in law from the University of Athens, an LLM in Entertain- ment Law from the University of Westminster and a degree in piano from the Hellenic Conservatory of Music and Arts, and has also studied theatre in Athens and London � Van da joined the Athens Bar Association in 2001 and has been a solicitor at the Supreme Court of England and Wales since 2003 Ownership: 1,226,276 VPLAY Class B shares �¹ Christian Albeck EVP Content Acquisition and Co-CEO Swedish operations Danish, born 1980 Christian was appointed EVP Content Acquisition and Co-CEO Swedish Operations at Viaplay Group on 1 July 2023 � He was pre viously SVP Content Nordics at Viaplay� Prior to tha t, Christian has held various positions at Viaplay Group since joining the Group in July 2002� Christian holds a Master of Science from Copenha- gen Business School� Ownership: 8 00,000 VPLAY Class B shares�¹ Kenneth Andresen EVP, CEO Norwegian Operations Norwegian, borh 1972 Kenneth was appointed EVP and CEO Norwegian Operations at Viaplay Group on 1 January 2025� He w as previously SVP and Interim CEO, Norway and SVP and head of the Norwegian radio operations� Kenn eth has held various management positions in Viaplay Group for more than twenty years and has worked in the media industry for more than thirty years � He has a b ackground as a journalist and editor working with news and current affairs in both public and commercial broadcasting � He joined the e fforts to establish the first national commercial radio station in Norway, P4, in 1993� Ken- n eth has a media industry diploma from CBS Execu- tive and serves on several industry boards including the National Association of Press and Media � Ownership: 56 2,142 VPLAY Class B shares�¹ Johan Johansson Group CFO and Co-CEO Swedish Operations Swedish, born 1979 Johan Johansson was appointed Group CFO for Viaplay Group and Co-CEO for Sweden on 1 August 2024 � Be fore joining, Johan was CFO and Deputy CEO of Gilion (formerly Ark Kapital)� Prior to th at he server as CEO and a Board member of Daniel Wel- lington, after have been CEO of the telecom operator Three in Sweden � Johan began his car eer at Modern Times Group (MTG) where he spent 10 years in various roles, including CFO & COO MTG Sweden, and Vice President of Finance and Operations � He is a gr aduate of KTH Royal Institute of Technology and Stockholm University� Ownership: 0 VPL AY Class B shares�¹ 1) Ownership as of 2025-03-15. Annual & Sustainability Report 2024 29 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 30 ===== Group Executive Team Philip Wågnert EVP and Chief Technology & Product Officer Swedish, born 1980 Philip was appointed EVP and Chief Technology & Product Officer at Viaplay Group on 3 May 2022� He w as previously SVP Product at Viaplay� He joined th e Group in August 2018 from Travelport, and previous- ly spent five years in a range of leadership roles at SAS, including VP Product Development & Manage- ment � Philip holds a B achelor’s degree in Manage- ment from the London School of Economics and Political Science, and is a graduate of the Stockholm School of Economics � Ownership: 9 83,287 VPLAY Class B shares�¹ Peter Nørrelund EVP and Chief Sports & Business Development officer Danish, born 1971 Peter was appointed EVP and Chief Sport & Busi- ness Development Officer at Viaplay Group on 14 June 2023 � He is also r esponsible for running the Group’s operations in the Netherlands and Poland� He first join ed the Group in 2003 and was previous- ly EVP and Chief Sports Officer and an advisor to Viaplay’s President and CEO on sports rights � Pe ter was appointed Head of Sports in 2013, having been responsible for the company’s sports rights acqui- sitions since 2006 � In addition, P eter has been EVP and Head of Product Development & Incubation at Modern Times Group, CEO of DreamHack Sports Games and COO of Turtle Entertainment � Pe ter graduated from the Danish School of Media & Jour- nalism and has worked as a reporter, commentator, host and Editor in Chief at Danmarks Radio � Ownership: 5 ,192,664 VPLAY Class B shares�¹ Lars Bo Jeppesen EVP and CEO Danish and Icelandic Operations Danish, born 1967 Lars Bo was appointed EVP and CEO Danish and Ice- lantic operations at Viaplay Group on 1 August 2023� Lars Bo is th e former CEO of media agency group Dentsu in the Nordic, Central and Eastern European markets from 2006–2019 � He then join ed Parken Sport & Entertainment and F�C� Københ avn as managing director from 2020–2021� Rec ently, Lars Bo has been General Manager Nordics for the tech company Snap Inc, where he joined April 2022 � He is als o executive chairman of the Danish sushi restau- rant chain Letz Sushi� Lars B o has a strong leadership background from media, tech, and communication� Ownership: 2 ,567,872 VPLAY Class B shares�¹ 1) Ownership as o f 2025-03-15. Annual & Sustainability Report 2024 30 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 31 ===== Photo cred: Viaplay series, Who is dating whom? Consolidated financial statements � � � � � � � � � � � � � � � � � � � � � � � � � � � 32 Notes to the consolidated financial statements� � � � � � � � � 36 Parent company financial statements � � � � � � � � � � � � � � � � � � � � � � 71 Notes to the Parent company financial statements � � � 75 Signatures � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 81 Auditor´s report� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 82 Financial statements Annual & Sustainability Report 2024 31 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 32 ===== SEK million Note 2024 2023 Net sales 3, 4 18,490 18,567 Cost of sales –16,459 –17,265 Gross income 2,031 1,302 Selling and marketing expenses –969 –1,094 General and administrative expenses –1,376 –1,545 Other operating income and expenses 6 44 222 Share of earnings in associated companies and joint ventures 15 151 63 Items affecting comparability 8 –439 –9,224 Operating income 5, 6, 7 –558 –10,276 Interest income 9 49 66 Interest expenses 9 –350 –302 Net lease interest 9 –26 –12 Other financial items 9 1,093 1 Income before tax 208 –10,523 Tax 10 –102 776 Net income for the year 106 –9,747 Other comprehensive income Items that are or may be reclassified to profit or loss net of tax Currency translation differences –49 –83 Cash flow hedges 33 –174 Other comprehensive income for the year –16 –257 Total comprehensive income for the year 90 –10,004 SEK million Note 2024 2023 Net income for the year attributable to: Equity holders of the Parent company 106 –9,747 Total comprehensive income for the year attributable to: Equity holders of the Parent company 90 –10,004 Earnings per share 11 Basic earnings per share (SEK) 0.03 –124.61 Diluted earnings per share (SEK) 0.03 –124.61 Number of shares 11, 20 Shares outstanding at the end of the year 4,578,225,962 78,225,962 Basic average number of shares outstanding 4,110,047,635 78,225,962 Diluted average number of shares outstanding 4,110,047,635 78,225,962 Consolidated income statement Group Annual & Sustainability Report 2024 32 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 33 ===== SEK million Note 31 Dec 2024 31 Dec 2023 Non-current assets Goodwill 12 1,290 1,293 Other intangible assets 12 345 418 Machinery, equipment and installations 13 133 158 Right-of-use assets 24 237 251 Participation in associated companies and joint ventures 15 1,124 1,093 Other shares – 111 Long-term sublease receivables 24 57 78 Deferred tax assets 10 974 972 Other long-term receivables 141 21 Total non-current assets 4,301 4,395 Current assets Inventories 16 2,244 2,911 Accounts receivable 17 1,216 1,084 Short-term sublease receivables 24 35 32 Prepaid programming expenses 18 6,343 6,647 Prepaid expenses and accrued income 18 1,411 1,152 Tax receivables 36 98 Other current receivables 228 246 Cash and cash equivalents 1,040 2,542 Assets held for sale 19 – 610 Total current assets 12,553 15,322 Total assets 16,854 19,717 SEK million Note 31 Dec 2024 31 Dec 2023 Equity Share capital 20 275 158 Other paid in capital 20 8,697 4,282 Reserves 20 –60 –44 Retained earnings 20 –5,235 –5,486 Total equity 3,677 –1,090 Non-current liabilities Long-term borrowings 23 1,858 2,550 Long-term lease liabilities 23, 24 280 308 Long-term provisions 21 1,954 3,235 Deferred tax liabilities 10 205 195 Other non-current liabilities 188 15 Total non-current liabilities 4,485 6,303 Current liabilities Short-term borrowings 23 200 4,700 Short-term lease liabilities 23, 24 96 93 Accounts payable 23 3,008 4,025 Accrued programming expenses 23 1,558 1,910 Accrued expenses and prepaid income 22 2,030 1,553 Short-term provisions 21 1,072 797 Tax liabilities 73 86 Other current liabilities 655 893 Liabilities related to assets held for sale 19 – 447 Total current liabilities 8,692 14,504 Total liabilities 1 3,17 7 20,807 Total shareholders’ equity and liabilities 16,854 19,717 Consolidated balance sheet Group Annual & Sustainability Report 2024 33 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 34 ===== SEK million Share capital Other paid in capital Translation reserve Hedging reserve Retained earnings Total equity Balance as of 1 January 2023 157 4,282 76 136 4,259 8,911 Net income for the year – – – – –9,747 –9,747 Other comprehensive income for the year – – –83 –174 – –257 Total comprehensive income for the year – – –83 –174 –9,747 –10,004 Share issue and repurchase of C-shares 1 – – – –1 – Effect of share-based programmes – – – – 3 3 Balance as of 31 December 2023 158 4,282 –7 –37 –5,486 –1,090 Balance as of 1 January 2024 158 4,282 –7 –37 –5,486 –1,090 Net income for the year – – – – 106 106 Other comprehensive income for the year – – –49 33 – –16 Total comprehensive income for the year – – –49 33 106 90 Reduction of share capital –153 – – – 153 – Share issue 240 3,760 – – – 4,000 Debt to equity issue 30 780 – – – 810 Share issue transaction costs – –125 – – – –125 Effect of share-based programmes – – – – –8 –8 Balance as of 31 December 2024 275 8,697 –56 –4 –5,235 3,677 Consolidated statement of changes in equity Group Annual & Sustainability Report 2024 34 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 35 ===== SEK million Note 2024 2023 Operating activities Net income for the year 106 –9,747 Dividends from associated companies and joint ventures 101 100 Depreciation, amortisation and write-down 28 201 301 Other adjustments for non-cash items 28 –1,327 7,904 Cash flow from operations, excluding changes in working capital –919 –1,442 Change in inventories 640 –161 Change in accounts receivable –119 55 Change in other operating receivables 254 –2,484 Change in operating liabilities –1,855 684 Changes in working capital –1,080 –1,906 Cash flow from operating activities –1,999 –3,348 Investing activities Divestments of operations 27 132 5 Capital expenditures in tangible and intangible assets –43 –159 Other cash flow from investing activities 16 17 Cash flow from investing activities 105 –137 SEK million Note 2024 2023 Financing activities New borrowings 28 – 985 Amortisation of borrowings 28 – –1,635 Net change in revolving credit facility 28 –3,192 4,000 Net change in leases –60 –82 Share issue 4,000 – Transaction cost, total recapitalisation –396 – Other cash flow from financing activities – 21 Cash flow from financing activities 352 3,289 Change in cash and cash equivalents for the year –1,542 –196 Cash and cash equivalents at the beginning of the year 2,569 2,775 Translation differences in cash and cash equivalents 13 –10 Cash and cash equivalents at the end of the year 1,040 2,569 Of which cash and cash equivalents included in assets held for sale – –27 Cash and cash equivalents at the end of the year, continuing operations 1,040 2,542 Consolidated statement of cash flow Group Annual & Sustainability Report 2024 35 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 36 ===== Notes to the consolidated financial statements Group Accounting and reporting fundamentals Note 1 Acc ounting and valuation principles � � � � � � � � � � � � � � � � � � � � � � � 37 Note 2 Acc ounting assumptions and estimates� � � � � � � � � � � � � � � � � � �39 Income statement Note 3 Opera ting segments� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 40 Note 4 Rev enue� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 41 Note 5 Classification by n ature of expense � � � � � � � � � � � � � � � � � � � � � � � 42 Note 6 Other opera ting income and expenses� � � � � � � � � � � � � � � � � � � 42 Note 7 Salaries, o ther remuneration and social security expenses � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 43 Note 8 Items aff ecting comparability � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 49 Note 9 Financial it ems� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 49 Note 10 Tax es� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �50 Note 11 Earnings per shar e � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �52 Assets Note 12 Intangible ass ets � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �52 Note 13 Tangible ass ets � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 54 Note 14 Share s and participations in Group companies� � � � � � � � � �55 Note 15 Associat ed companies and joint ventures� � � � � � � � � � � � � � � � �56 Note 16 Inv entories� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �56 Note 17 Acc ounts receivable � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �57 Note 18 Prepaid expens es and accrued income � � � � � � � � � � � � � � � � � � �57 Note 19 Assets h eld for sale � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �57 Shareholders’ equity and liabilities Note 20 Shareh olders’ equity � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �58 Note 21 Pro visions� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �59 Note 22 Accrued expens es and prepaid income � � � � � � � � � � � � � � � � � � 60 Note 23 Financial ins truments and financial risk management� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 61 Note 24 Leas es � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 66 Note 25 Futur e payment commitments � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 67 Note 26 Asset pledged an d contingent liabilities � � � � � � � � � � � � � � � � � 68 Additional information Note 27 Dives ted operations � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 68 Note 28 Supplemen tary information to the statement of cash flow� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 68 Note 29 Aver age number of employees� � � � � � � � � � � � � � � � � � � � � � � � � � � � � �69 Note 30 Audit fee s� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �69 Note 31 Relat ed party transactions � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �70 Note 32 Significant ev ents after the reporting period� � � � � � � � � � � � �70 Annual & Sustainability Report 2024 36 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 37 ===== Note 1 Accounting and valuation principles Viaplay Group AB (publ) (Viaplay) is a limited liability company listed on Nasdaq Stockholm with registered office in Stockholm, Sweden� The cons olidated financial statements of the Group for the year ended 31 December 2024, presented in this Annual report, comprise the Parent company and its subsidiaries and the participation in associated companies and joint ventures � Basis of pr eparation The consolidated financial statements have been prepared in accordance with the IFRS Accounting Standards (IFRS) issued by the International Standards Accounting Board (IASB) and interpretations issued by the IFRS Interpretations Committee applicable to companies reporting under IFRS, as adopted by the EU � The a ccounting policies have been consistently applied to all years presented, unless otherwise stated� In addition, S wed- ish Annual Accounts Act and RFR 1, Supplementary Rules for Groups, have been applied � The c onsolidated financial statements have been prepared under the historical cost convention except for certain financial assets and liabilities measured at fair value and assets held for sale measured at fair value less cost to sell � The prep aration of financial statements in conformity with IFRS requires the use of certain critical accounting estimates� It also r equires management to exercise its judgement in the process of applying the Group’s accounting policies � The ar eas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 2 � The ann ual report including the financial statements were authorised for issue by the Board of Directors on 26 March 2025� The c onsolidated income statement and balance sheet, and the income statement and the balance sheet of the Parent company, will be presented for adoption by the Annual General Meeting on 13 May 2025 � New and am ended standards applied by Viaplay Group The Group has applied the following new or amended accounting standards or interpretations during 2024; Amendment to IAS 1 Presentation of Finan- cial Statements – Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants, and Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Financing Arrangements � The se amendments have not materially affected the Group’s financial statements� IFRS 18 Pr esentation and Disclosure in Financial Statements, (applica- ble of financial years beginning on or after January 1, 2027), will replace IAS 1 Presentation of Financial Statements � The s tandard introduces new requirements aimed at improving the comparability of performance report- ing between similar companies and providing users with more relevant and transparent information � Although IFR S 18 is not expected to affect the recognition or measurement of items in the financial statements, its impact on presentation and disclosures is anticipated to be significant � This is par ticularly relevant for the income statement and management-defined performance measures� The Gr oup is currently assessing the effects of this standard, currently there are no other endorsed IFRS standard or interpre- tation that are expected to have a material impact on the Groups’ financial statements effective 2025 or later � Consolida ted accounts The consolidated accounts include the Parent company, all subsidiaries and the participation in associated companies and joint ventures � Func tional currency and reporting currency The functional currency of the Parent company is the Swedish krona (SEK)� This is also th e reporting currency for the Group and the Parent company� Subsidiaries S ubsidiaries are companies in which the Group exercises control, meaning that the Group has power over the subsidiary and has exposure or rights to its variable returns � The Gr oup must also have the ability to use the pow- er to affect the return from the subsidiary� For all c ompanies in which the Group holds more than 50% of the votes, the control criteria are fulfilled and the companies are consolidated as subsidiaries � When c ontrolling inter- est has been achieved the change in ownership is recognised as a trans- fer in equity between the equity holders of the Parent company and the non-controlling interest, without remeasuring the subsidiary’s net assets � All busine ss combinations are accounted for in accordance with the pur- chase method� At th e date of acquisition, the acquired assets and assumed liabilities (net identifiable assets) are measured at fair value� The diff erence between the acquisition value of shares in a subsidiary, and identifiable assets and liabilities measured at fair value at the date of acquisition, is recognised as goodwill � If the c ost of the acquisition is below the fair values of identifiable net assets acquired, the difference is recognised in the profit and loss for the period � Ac quisition related costs are expensed as incurred� Re sults for com- panies acquired during the year are included in the consolidated income statement from the date of acquisition � Non-c ontrolling interest For subsidiaries not wholly owned, the share of equity owned by external shareholders is recognised as non-controlling interest � Curren tly there are no non-controlling interest� Associa ted companies and joint ventures An associated company is a company in which the Group exercises signif- icant influence � Normally , this means companies in which the Group holds Notes to the consolidated financial statements Group Annual & Sustainability Report 2024 37 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 38 ===== voting rights of at least 20% and no more than 50%� Associated companies are rec ognised by applying the equity method of accounting� Joint v entures are arrangements in which two or more parties have joint control and have rights to the net assets of the arrangement� Joint v entures are recognised by applying the equity method of accounting� Adjus tments are made where necessary to bring the accounting policies in line with those of the Group� Asse ts held for sale and discontinued operations Assets held for sale and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through sale rather than con- tinuing use � This also applie s for situations where the Group still continues its operations, but loses control over the operation� Non- current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell and presented separately as assets held for sale and liabilities related to assets held for sale in the balance sheet � To qualify as dis continued operations, a component of the Group must, in addition to having been classified as a disposal group held for sale, also represent a separate major line of business or be a part of a single coor- dinated plan to dispose of a separate major line of business � Disc ontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statement � Comp arative information in statements and disclosures are restated� Financial s tatements of foreign operations The financial statements of the Group’s foreign subsidiaries are translated into Swedish krona (SEK) � The tr anslation of the balance sheet is based on the exchange rates ruling at the balance sheet date, while the income statements are translated using an average rate for the period � The r esult- ing translation differences are charged in other comprehensive income and accumulated in the translation reserve in equity � The a ccumulated transla- tion differences are reclassified to the income statement when the foreign operation is divested � Note 1 cont� Operating expenses Cost of sales include costs for acquired and produced content, sports rights, distribution costs including streaming distribution, and all costs directly related to sale of a product or service including customer service and sales commissions � Sellin g and marketing expenses includes costs for sales and marketing personnel and overhead as well as marketing, advertising and public relation expenses � Gen eral and administrative expenses include costs related to central functions, as well as technology and development costs for the streaming platform � Annual & Sustainability Report 2024 38 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 39 ===== Note 2 Accounting assumptions and estimates The preparation of financial statements in conformity with IFRS requires Viaplay Group to make assessments and estimates, and make assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses � The e stimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying amounts of assets and liabilities that are not readily apparent from other sources � The a ctual outcome may differ from these estimates and judgements� The es timates and underlying assumptions are reviewed on an ongoing basis� Re visions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current an d future periods� The de velopment, selection and disclosure of the Group’s critical accounting policies, and estimates and the application of these policies, and estimates are reviewed by the Audit Committee � Key s ources of estimation uncertainty Note 12, Intangible assets, contain information of the assumptions and the risk factors relating to goodwill impairment � Not e 16, Inventories and Note 18, Prepaid expenses and accrued income contain information on valuation of programme rights inventory and prepaid programming � Litigations an d provisions made are presented in note 21 Provisions� Goodwill and o ther intangible assets Intangible assets, except goodwill and intangible assets with indefinite use- ful lives, are amortised over their useful lives � The se useful lives are based on management’s estimates of the period that the assets will generate revenue � Goodwill and in tangible assets with indefinite useful lives are subject to impairment tests yearly or when triggered by events� The imp airment review requires management to determine the fair value of the cash generating units on the basis of cash flow projections and internal forecasts and busi- ness plans � For f urther information, see note 12 Intangible assets� Programm e rights inventory The Group accounts for programme rights as inventories� Inv entories are valued at the lower of cost or net realisable value� Net r ealisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated cost to make the sale � The Gr oup’s programme rights inventory are expensed in accordance with estimated consumption� The c onsumption and hence expense pattern differs by platform and type of content� The Gr oup uses several assump- tions to estimate timing and period for amortisation such as expected revenue, expected runs, type of right or license, broadcasting period as well as historical consumption pattern � The e stimated consumption patterns or broadcasting period could change, and, as a result of this, affect net income for the period and the financial position � Provisions an d contingent liabilities A provision is recognised when a present obligation exists as a result of a past event, it is probable that economic resources will be transferred, and reliable estimates can be made of the amount of the obligation � In such a case, a pr ovision is calculated and recognised in the balance sheet� The Group has long-term contracts particularly with sports rights holders� The Group h as concluded part of the contracts for sport rights for the Nor- dics market as well as contracts related to the markets the Group is exiting (Poland, Baltics and UK) are loss making contracts or so called onerous contracts � Oner ous contracts are described within IAS 37 as a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it � Asse ts related to these contracts have been written down and as a second step the difference between the expected cash inflows and outflows has been provided for at a discounted value � The pr eparation of the adjustments above requires management to make significant judgements, estimates and assumptions � The e stimates and associated assumptions are based on various factors that are believed to be reasonable under the current circum- stances � Ac tual results may differ from these estimates� A con tingent liability will be disclosed when a possible obligation has arisen, but its existence has to be confirmed by future events outside the Group’s control, or when it is not possible to calculate the amount � Realisa - tion of any contingent liability which is not disclosed or for which an amount is not currently recognised, could have a material impact on the Group’s financial position � The Group r egularly reviews significant litigations in order to assess the need for provisions� Amon g the factors considered are the nature of the litigation, claims, legal processes and potential level of damages, the opinions and views of the legal counsellors, and the management’s inten- tions to respond to the litigations or claims � To th e extent the estimates and judgements do not reflect the actual outcome, this could materially affect the income for the period and the financial position � For f urther information, see note 21 Provisions� Going c oncern The Board of Directors have assessed the Group’s ability to continue as a going concern based on the Group’s ability to meet its obligations as they fall due for at least 12 months after this Annual Report was published � The c onsolidated financial statements for the period ending 31 December 2024 have been prepared based on the going concern assumption� Annual & Sustainability Report 2024 39 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 40 ===== Note 3 Operatin g segments The Group’s operating segments have been changed with effect from 1 Janu- ary 2024 in order to reflect the Group’s new business strategy and operating struct ure� Re sults for prior periods have been restated accordingly� The reporting reflects the Group’s operational structure and how the performance in the Group is internally monitored, reported, and followed up upon by the Chief Operating Decision Maker (CODM) � The CE O is identified as the CODM of the Group� The Group ’s two operating segments, Core operations and Non-core oper- ations, are primarily based on its customers’ geographical domicile� Rec onciliation segment reporting Group (SEK million) Core operations Non-core operations Total Group 2024 2023 2024 2023 2024 2023 Net sales 17,598 17,332 892 1,235 18,490 18,567 of which Viaplay str eaming subscription 7,930 7,998 892 1,235 8,822 9,234 Operating expenses before ACI and IAC –17,7 79 –17,243 –980 –2,439 –18,759 –19,682 Operating income before ACI and IAC –181 89 –88 –1,204 –269 –1,115 Associated company income (ACI) 151 63 Items affecting comp arability (IAC) –439 –9,224 Operating income –558 –10,276 Net financial items 766 –247 Tax –102 776 Net income 106 –9,747 Core operations Core operations includes the Group’s operations related to the Viaplay streaming service available in all Nordic countries and Netherlands, pay-TV channels in all Nordic countries except Iceland; commercial free-TV channels in Sweden, Denmark and Norway; and commercial radio networks and audio streaming services in Sweden and Norway � The s egment also includes Viaplay select operations� Non-c ore operations Non-core operations includes the international markets the Group is exiting, i �e� Polan d, UK, Baltics and North America� The Gr oup’s full live sports portfolio in the Baltic region has been sublicensed to a third party starting 1 February 2024 � The UK based Premier Sports business was divested begin- ning of April 2024 and the North American direct-to-consumer operations has been closed do wn during Q1 2024� Viaplay Gr oup will exit the Polish market in 2025� Sale s by category As a result of the new strategy the Group introduced a new sales category – Sublicensing & other � Hist oric figures have been adjusted accordingly� The oper ational follow up of sales by category in the Management reporting differs in some respect from the presentation of revenues streams in accordance with “IFRS 15 Revenue from Contracts with customers” as presented in Note 4 � Group (SEK million) 2024 2023 Viaplay streaming subscription 7,930 7,998 Linear channel subscription 4,747 4,531 Advertising 3,491 3,552 Sublicensing & other 1,430 1,251 Net sales, Core operations 17,598 17,332 Viaplay streaming subscription 892 1,235 Net sales, Non-core operations 892 1,235 Total net sales 18,490 18,567 Viaplay streaming subscription Sales mainly generated by the Viaplay streaming service including subscrip- tion payments and customers purchasing content on a pay-per-view basis � Viaplay sales ar e generated directly from end-customers and from distribu- tor or partner organisations� In the operational follow up, Viaplay streaming subscriptions in cludes certain agreements and partnerships related to the Viaplay streaming service� All sales in th e segment “Non-core operations” are classified as Viaplay Streaming subscriptions� Linear chann el subscriptions Sales generated from the Group’s traditional TV channels and channel packages when sold through wholesalers, fees received from distributors for carriage of the Group’s TV channels, and other subscription related revenues � Advertising Advertising and sponsorship sales are generated by the Group’s TV channels, radio stations and streaming services � Sublicensin g & other Sublicensing & other includes sales from the Viaplay Select branded concept and other sublicensing as well as external sales generated by the Group’s cont ent production business� S ales and intangible and tangible assets by geographical area Sales are shown per geographical area from which the revenue is derived� Net sales Intangible and tangible assets Group (SEK million) 2024 2023 2024 2023 Sweden 4,663 5,126 932 1,016 Rest of Nordics 10,935 10,471 807 821 Rest of Europe 2,828 2,884 29 32 Rest of the World 65 86 – – Total 18,490 18,567 1,768 1,869 Annual & Sustainability Report 2024 40 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 41 ===== Note 4 Revenue Accounting principle Revenue from external customers is mainly derived from sale of subscrip- tions, advertising and licenses � The a ccounting principles for the main revenue streams are described in further detail below� Adv ertising revenue Revenue derived from the sale of advertising space as well as sponsoring� Re venue generated from advertising is generally recognised over time in a pattern that best depicts the service performed, i�e� as the a d is played out� Subscription revenue The Group generates subscription revenue from subscription fees for streaming services and pay-TV � For s treaming services, the customer pays a fee to access content which the customer has subscribed for� Each cus tomer pays for the streaming service in advance on a monthly basis� The s treaming period usually consists of a trial period, during which the customer is not committed to start a subscription � The tr ansaction price is not allocated to the trial period� The per formance obligation is satisfied over time as the Group provides access to the content on the streaming service over a period of time (in practice per month) � Re venue is generated from direct-to-consumer sale or from sales to distributors and partner organisations� The subs cription contracts are mainly without a binding period, with a one-month notice period� Bo th the Group and the customer have the right to terminate the contract, and neither party has enforceable rights that period � In addition t o the streaming service, the customer can add other services to the contract such as rental or purchase of films and series� The se addi- tional services are treated as separate performance obligations since the customer can benefit from these services separately � Each a dditional service has a separate price and the revenue is recognised at a point in time, i�e when the film or s erie are delivered� The Gr oup’s traditional TV channels and channel packages are sold through wholesalers and distributors� Fee s are received for carriage of the Group’s TV channels� The r evenue from the third party is recognised as the customer’s subsequent usage occurs, i�e� the T V channels or channel packages are made available to the end consumer (i�e� per subscriber ea ch month)� Som e of the contracts with third party distributors includes a fixed minimum fee� The fix ed fee is a minimum consideration for a right to access the Group’s channels (i�e� right t o access intellectual property) and the mini- mum fee is recognised over the contract period� Licens es and royalty A license arrangement establishes the customer’s right related to the Group’s intellectual property and the obligation of the Group to provide those rights � The Gr oup is granting licenses to format and broadcasting rights� All licens es are classified as “right-to-use-licenses” and revenue is recognised when the license period begins� Production r evenue Revenue in the Group’s studio business is generated by production of films and TV series � The c ontracts normally consist of one performance obliga- tion� Re venue for production of films and TV series is recognised over time� As a re sult of the divestment of Paprika Group in 2024, the production revenue is now limited� Principal or a gent The Group assesses whether it is acting as a principal or agent in all trans- actions where another party is involved in providing products or services to the customer � In transa ctions where the Group is acting as an agent, revenue is recognised net in the income statement� In transa ctions where the Group is acting as a principal, revenue is recognised gross in the income statement � Ther e are currently only a few transactions where Viaplay Group act as a principal� Rev enue from performance obligations satisfied in previous periods Within pay-TV, third-party distribution fees occur related to third-party agreements for end-customers’ usage of TV channels � This fee is e stimated based on historical data� When th e actual usage is received an adjustment is made for revenue recognised to date� Unsatisfied per formance obligations The Group does not disclose any information regarding unsatisfied perfor- mance obligations as at December 31, since the performance obligations refer to contracts where the contract term is 12 months or less � Disaggre gation of revenue Group (SEK million) 2024 2023 Revenue streams Subscription 13,077 13,228 Advertising 3,440 3,604 Licenses, royalties and other 1,954 1,319 Production 19 416 Total 18,490 18,567 Timing of revenue recognition Over time 16,536 17,248 At a point in time 1,954 1,319 Total 18,490 18,567 Contract liabilities Contract liabilities comprise the following types of prepaid income: • Prepaid a dvertising revenue in free-TV and radio, arising when customer are invoiced in advance of service delivery� • Prepaid subs cription revenue, as pay-TV customers pay one month in advance� • Prepaid r evenue related to content production, as revenue is recog nised over time� Annual & Sustainability Report 2024 41 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 42 ===== Note 6 Other operating income and expenses Accounting principle Government grants Grants and support from Governments or public authorities are recognised when there is reasonable assurance that the company will comply with the conditions attached to the grant, and that the grant will be received � The se types of grants and support were common in the Group’s Studio business, which was divested at the beginning of 2024 � Other oper ating income and expense within the Group Other operating income and expenses refers to income and expenses that does not derive from the Group’s core operations, such as government grants, gains or losses on sale of intangible and tangible assets as well as foreign exchange gains or losses on operating receivables and payables � Group (SEK million) 2024 2023 Other operating income Government grants / tax incentives 5 106 Gain from exchange rate differences 70 167 Sublease income 37 36 Other 12 30 Total 124 339 Other operating expenses Loss from exchange rate differences –80 –116 Other – –1 Total –80 –117 Total other operating income and expenses 44 222 Note 5 Classification by n ature of expense A function-based income statement is presented as part of the financial statements of the Group� The table belo w presents how the operating expenses are classified based on the nature of expense� Group (SEK million) 2024 2023 Net sales 18,490 18,567 Other operating income 204 362 Cost of goods and services –15,868 –24,786 Personnel costs –1,769 –1,969 Depreciation and amortisation –201 –300 Impairment charges – –623 Other external expenses –1,565 –1,590 Share of earnings in associated companies and joint ventures 151 63 Operating income –558 –10,276 Note 4 cont� Change in contract liabilities Group (SEK million) 2024 2023 Opening balance 822 897 Reclassification to assets held for sale – –47 Net change in contract liability during the year 375 –28 Closing balance as of 31 December 1,1 9 7 822 The contract liabilities included in the opening balance have been recog- nised as revenue during the year� Annual & Sustainability Report 2024 42 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 43 ===== Note 7 Salaries, other remuneration and social security expenses Accounting principle Short-term employee benefits Short-term benefits to employees are not discounted and are reported as an expense when the related services are received � A pro vision is recognised for the expected cost of bonus or profit-shar- ing plans when the Group has a present legal or constructive obligation to make such payment as a result of services received from employees and can make a reliable estimate of the obligation � Pos t employment benefits The Group’s employees are mainly covered by defined contribution pension plans � A defin ed contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts � The Gr oup’s payments to defined contribution plans are reported as an expense in the period when the employee performed the services to which the fee relates � The Gr oup has defined benefit pension plans in Norway and Sweden� The plans r elate to a few employees and the amount is not material� In Sw eden there is a multi-employer defined benefit plan� The Gr oup reports these pension expenses in the same way as defined contribution plans� Termin ation benefits Termination benefits are payable when the employment is terminated by the Group before the normal retirement date, or when the employee accepts voluntary redundancy in exchange for these benefits � Termin ation benefits are recognised at the earlier of i) when the Gr oup can no longer withdraw the offer of those benefits and ii) when the en tity recognises costs for a restructuring and involves the pay- ment of termination benefits� Shar e-based compensation The Group may issue equity-settled share-based payments to certain employees � Equit y-settled share-based payments are measured at fair value at the date of grant� The f air value determined at the grant date is based on the Group’s estimate of the number of shares that will eventually vest and is expensed on a straight-line basis over the vesting period � The expens e is reported in the income statement with the corresponding increase in equity� The r elated accrual for social security expenses is remeasured on a quarterly basis� The curr ent share-based compensation plan has a three-year vesting period and payment depends on the fulfillment of certain stipulated perfor- mance conditions � Salarie s, other remuneration and social security expenses Group (SEK million) 2024 2023 Wages and salaries 1,341 1,595 Social security expenses 242 299 Pension costs 124 161 Share-based payments –8 3 Social security expenses on share-based payments – –6 Total 1,699 2,052 Group (SEK million) 2024 2023 Board of Directors, CEO and Group Executive Team 205 139 of which variable r emuneration 118 30 Other employees 1,494 1,913 Total 1,699 2,052 Annual & Sustainability Report 2024 43 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 44 ===== Note 7 cont� May 2024–May 2025 May 2023–May 2024 Group (SEK thousand) Remuneration for ordinary board work Remuneration for work in committees Total Remuneration for ordinary board work Remuneration for work in committees Total Simon Duffy, chair of the board1 1,570 140 1,710 1,021 146 1,168 Anna Bäck2 540 65 605 – – – Andrea Gisle Joosen2 540 165 705 – – – Annica Witschard2 540 65 605 – – – Didier Stoessel2 540 140 680 – – – Erik Forsberg2 540 275 815 – – – Jacques du Puy2 540 140 680 – – – Katarina Bonde2 540 140 680 – – – Maxime Saada2 540 65 605 – – – Pernille Erenbjerg, Chair of the Board1 – – – 836 – 836 Anders Borg – – – 540 205 745 Andrew House – – – 540 205 745 Kristina Schauman – – – 540 203 743 Natalie Tydeman – – – 540 165 705 Total 5,890 1,1 9 5 7,085 4,018 925 4,942 1) Simon Duffy was elected Interim Chair of the Board on July 12, 2023 after Pernille Erenbjerg stepped down from the Board of Directors on this day� On the Ann ual General Meeting on May 14, 2024 Simon Duffy was elected as Chair of the Board of Directors� 2) The Annual gen eral meeting on May 14, 2024 resolved to elect Katarina Bonde, Anna Bäck, Simon Duffy, Erik Forsberg, Andrea Gisle Joosen, Jacques du Puy, Maxime Saada, Didier Stoessel and Annica Witschard as members of the Board of Directors until the next AGM� Remuneration to the Group Executive Team The Remuneration Committee’s evaluation resulted in the conclusion that there has been compliance with the guidelines for remuneration to the senior executives resolved by the 2024 Annual General Meeting � The R emuneration Guidelines for the Group Executive Team The following Remuneration Guidelines (the “guidelines”) were approved by the Annual General Meeting 2024 and apply until the Annual General Meeting 2028 unless any changes are proposed � The guidelin es apply to the President & CEO and other members of the Group Executive Team (”GET”), currently comprising seven members� The in tention of the Board of Directors (“the Board”) and its Remuneration Committee (“the Committee”) is that the guidelines will remain in place for four years from the date of approval � The se guidelines do not apply to any remuneration decided or approved by the general meeting, for example share-based long-term incentive plans � Our appro ach to remuneration Viaplay Group’s remuneration policy is designed to i) drive and reward sustainable Group and individual performance, ii) be market competitive to attract and retain best-in-class talent, and iii) to incentivise the creation of long-term shareholder value in a rapidly changing industry � Specifically, our s trategic priorities and our vision are reflected in the design of executive remuneration as set out below: • Deliver pro fitable growth: A substantial proportion of remuneration is variable and linked to our key drivers of performance� Per formance mea- sures in our short- and long-term incentive plans are carefully selected to promote growth through stretching and relevant incentive targets � • Creat e long-term shareholder value: Incentive plans are designed to reward sustainable Group performance and value creation� Re sulting outcomes are intended to reflect shareholder experience and contribute to increased alignment as executives are required to build and maintain a significant shareholding in Viaplay Group � • Lead with r elevant and popular products, generating healthy returns: A remuneration structure and mix that provides agility to quickly adapt to business needs in a fast-moving industry and highly competitive talent market � Remun eration to the Board of Directors The remuneration to the Board of Directors has been paid in accordance with the resolution approved at the 2024 Annual General Meeting (AGM) � The r emuneration includes fees for ordinary board work and fees for work within the committees of the Board� For 2 024, and the period leading up to the 2025 AGM, the board fees amount to SEK 7�1m� Annual & Sustainability Report 2024 44 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 45 ===== Note 7 cont� Remuneration guidelines by element Total remuneration shall be on market terms and may include base salary, pension, benefits and performance-linked elements in the form of short- term (’STI’) and long-term incentive (’LTI’) plans � The sh are-related long- term incentive plans are approved by the annual general meeting and are not governed by these guidelines � A summar y is included for completeness� The table belo w provides more detail on the individual elements, their pur- pose and their link to the business strategy� Elements Purpose and links to strategy Description and operations Base salary To recruit, reward and retain executives� Base salar y shall be fair and competitive reflecting the individual executive’s responsibilities, skills and performance� The B oard of Directors will consider various factors when determining any changes to base salary, including individual contribution, business performance, scope of the role, employee pay across Viaplay Group and align- ment to similar-sized listed broadcasting, streaming and other entertainment companies� Pension To pr ovide local market-competitive pension� Pension arran gements, including health insurance, shall be competitive and appropriate in context of the market practice in the applicable country of executives’ employment or residence and total remuneration� The pension arr angements shall be provided in the form of a defined contribution or as a cash allowance and shall amount to no more than the fixed base salary� Pension arr angements may evolve year-on-year� Variable cash r emuneration shall not qualify for pension benefits unless required by local legislation� Bene fits and allowances Additional tangible or intangible compensation paid annually that does not fall under base salary, pension, STI or LTI to provide local market-competitive benefits and support recruitment and retention � Bene fits shall be competitive and appropriate in context of the market practice in the applicable country of executives’ employment or residence and total remu- neration� Ben efits may include but are not limited to company phones, car allowance, travel allowance, tax support, well-being assistance, travel, company gifts, life insurance and medical insurance� Premiums an d other costs for such benefits shall constitute a limited proportion in relation to the total remuneration� Addition al benefits may be provided in specific individual situations, including changes in individual circumstances such as health status and changes in roles such as relocation, if considered appropriate � Any r esolution on such remuneration shall be made by the Board based on a proposal from the Remuneration Committee (Committe)� Annual shor t-term incentive (STI) plan To incentivise and reward the achievement of annual financial and, when appropriate, non-financial performance measures clearly linked to the strategic priorities and sustainable develop- ment of the Group and the executives’ area of responsibility � The maxim um payment under the STI shall not exceed 150% of base salary� The sa tisfaction of criteria for awarding STI shall typically be measured over a period of one year� The B oard of Directors, on the recommendation of the Committee, may reduce the performance measurement period to six months of the financial year to allow for adaptability to changing company and market conditions� Any such ch ange will be disclosed and explained in the Remuneration report� The B oard approves the corporate performance measures, targets and relative weightings at the start of each year on the recommendation by the Committee� The B oard ensures that there is strong alignment with the business strategy and that the targets are clear and sufficiently stretching� STIs will als o take into account the individual executives’ performance against pre-determined and measurable objectives within their area of responsibility, determined in consultation with the President and CEO (or, in the case of the President and CEO, the Chair of the Board) � The se objectives may be functional, operational, strategic and non-financial, including, among others, objec- tives relating to environmental, social and governance issues� Pa yment under this plan is made after year-end following the Committee’s and Board’s determination of achievement against the annual corporate targets and the achievement of annual individual objectives for the President and CEO� The Pr esident and CEO determines the achievement of annual individual objectives for other executives� The t erms for the STI shall be structured so that the Committee and Board have the possibility of (i) limiting or refraining from paying variable remuneration if such payment is considered unreasonable and incompatible with the company’s responsibility in general to the shareholders, employees, and other stakeholders, and (ii) adjusting the targets retroactively for extraordinary circumstances � Any us e of such discretion will be disclosed and explained in the annual Remuneration report� Fur thermore, the Committee and the Board have the authority to (i) adjust payments before they are made (‘malus’) and (ii) to claw back payments that have already been made if extraordinary circumstances exist, such as financial misstatement, payments based on incorrect grounds, reputational damage, failure of risk management or any other circumstances as determined by the Board of Directors � Annual & Sustainability Report 2024 45 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 46 ===== Elements Purpose and links to strategy Description and operations Long-term incentive (LTI) The LTIP shall be linked to certain pre-determined financial, non-financial (including ESG measures) and/ or share- or share-price-related performance criteria and shall ensure a long-term commitment to the development of Viaplay Group and align the senior executives’ incentives with the interest of shareholders � The LTIP can be deliv ered in cash or shares� Shar e-based LTIPs will be resolved upon separately by the Annual General Meeting and therefore excluded from these guidelines� Cash -based plans will have a performance and vesting period of three years� The m aximum opportunity for GET can amount up to 165% of base salary� The t erms for any cash-based LTIP shall be structured so that the Committee and Board have the possibility to; (i) limit or refrain from paying variable remuneration, if such payment is considered unreasonable and incompatible with the company’s responsibility in general to the shareholders, employees and other stakeholders and (ii) adjust the targets retroactively for extraordinary circumstances � Any us e of such discretion will be disclosed and explained in the annual Remuneration report� Fur ther- more, the Committee and the Board have the possibility to (i) adjust payments before they are made (‘malus’) and (ii) to claw back payments that have already been made if extraordinary circumstances exist, such as financial misstatement, payments based on incorrect grounds, reputational damage, failure of risk management or any other circumstances, as determined by the Board of Directors � Extraor dinary arran gements To aid recruitment or retention required to ensure successful implementation of the company’s strategy and safeguarding its long-term interests � By way o f exception, additional one-off arrangements can be made on a case-by-case basis when deemed necessary, subject to Board approval based on a recommen- dation from the Committee� Each such arr angement shall be capped and never exceed two (2) times the individual’s annual base salary� Addition ally, the Board may, on the recommendation of the Committee, consider compensating an individual for remuneration forfeited from a previous employer during recruitment� Such an a ward will take into consideration relevant factors, including the form of the award (cash or shares), performance conditions attached, and the remaining vesting/payment period � Gen erally, such awards will be made on a comparable basis to those forfeited� Share o wnership requirement To ensure that executives build and maintain a significant share- holding in Viaplay Group and are aligned with the interests of shareholders � The Pre sident and CEO and members of GET are required to accumulate Viaplay Group shares over time towards target ownership levels that are based on a percent- age of net base salary� Tar get ownership levels: President and CEO: 150% Other members of GET: 75% The Committee has the authority to adjust these requirements if considered appr opriate in individual cases� Note 7 cont� Service contracts and payments upon termination of employment In general, executive contracts have indefinite duration� How ever, the con- tracts may be issued on a fixed-term basis if warranted by certain circum- stances, such as for interim positions or for executives close to retirement age � Upon termin ation of employment, the notice period may not exceed twelve months� Fixed cash salar y during the notice period and any sever- ance pay may combined not exceed an amount equivalent to two years’ fixed salary � In addition, ex ecutives may be compensated for non-compete restrictions invoked post termination� Such c ompensation shall be based on the base salary at the time of notice of termination of employment and be awarded during the restriction period which cannot exceed twelve months � Such p ayment cannot be combined with severance payments� Remun eration governance and decision-making The Board has established a Remuneration Committee� The Committee’s tasks include pr eparing the Board’s decision on guidelines for executive remuneration� The B oard shall prepare a proposal for new guidelines at least every four years or in case of material changes to the current policy and submit these to the annual general meeting � The guidelin es shall be in force until new guidelines are adopted by the annual general meeting� The C ommittee shall prepare, for resolution of the Board, remuneration-related matters concerning the President & CEO and any proposals on share-based or share-related long-term incentive plans in the company � In addition, th e Committee shall monitor and evaluate programmes for variable remu- neration for Group Executive Team, the application of the guidelines for executive r emuneration as well as the current remuneration structures and compensation levels in the Group� In order t o avoid any conflict of interest, the Committee shall consist of non-executive members only� Rem uneration is managed through well-defined processes ensuring that no individual is involved in the decision-making process relating to their own remuneration � Salary and employment terms for the broader population/Group’s employees In preparing and applying these guidelines, the Committee considers the pay and conditions elsewhere in the Group, which in turn are informed by general market conditions and internal factors such as the performance of the Group or relevant business unit � The C ommittee regularly consults with the President & CEO and the SVP, People & Culture to be mindful of employee pay, conditions and engagement across the broader employee population � Devia tion from the guidelines The Board may temporarily resolve to deviate from the guidelines, in full or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the Group’s long-term interests, including its sustainability, or to ensure the Group’s financial viability � As se t out above, the Committee’s tasks include preparing the Board’s resolutions in remu- neration related matters � This include s any resolutions to deviate from the guidelines� Remuneration and terms of employment for the President and CEO in 2024 The remuneration to the President & CEO includes fixed salary, variable com- ponents in the form of STI and long-term plans, pension in the form of cash contribution as a per centage of fixed salary and other benefits/allowances� For 2 024, the base salary was set at SEK 12�57m an d the maximum STI pay out amounts to 100% of the annual base salary� The Pr esident & CEO has not participated in the ongoing share settled incentive plan, LTIP 2022, howev- er, the maximum LTI eligibility is set at 165% of the annual base salary� The Pr esident & CEO received cash incentives with share purchase requirements� The plans ar e described in detail on page 47� For m ore detailed information regarding the performance targets, please see the Remuneration Report for Annual & Sustainability Report 2024 46 About Viaplay Group Directors’ report Financial statements Sustainability statement OtherRemuneration report ===== SIDA 47 =====