Corporate governance

Gentoo Media Inc. (“Gentoo Media” or the “Company”) is committed to establishing and maintaining rigorous corporate governance standards that ensure trust, transparency, and the maximization of long-term shareholder value.

As a US corporation incorporated in Delaware, Gentoo Media is subject to Delaware General Corporation Law. Concurrently, due to our listing on the Nasdaq Stockholm Main Market, the Company is subject to the Swedish Financial Instruments Trading Act, the EU Market Abuse Regulation (MAR), and the Nasdaq Stockholm Main Market Rulebook. The Board of Directors and Executive Management adhere to the Swedish Corporate Governance Code (the “Code”). We apply the Code’s “comply or explain” principle, continuously targeting full compliance while clearly communicating deviations arising from our Delaware incorporation.

The company aims for compliance in all essential areas of the codes. However, as a Delaware company and following a transitional year, there will be topics where the codes are not fully complied with. These include the following topics: board authorisation to issue new shares (paragraph 3), the annual systematic evaluation of the board (paragraph 9), the establishment of an internal audit function (paragraph 10), the publication of a separate remuneration report (paragraph 12), and the board meeting with the auditor without management present (paragraph 15).

The code is in material respects complied with through the company’s Certificate of Incorporation and By-Laws (combined Articles of Association) and the annual report. As a Delaware corporation, the company’s business is not defined in the Articles of Association. A description of the business is available on the company’s website and in the annual report. The company’s objectives, strategy and risk profile are described in more detail in the annual report and on the company’s website. The company is committed to being compliant with all the laws and regulations affecting its business. The company has defined ethical and sustainability guidelines in accordance with the company’s corporate values and as recommended by the code.

The company’s equity as at 31 December 2025 was negative EUR -12.6 million. The board of directors constantly assesses the company’s need for financial strength based on the company’s objectives, strategy and risk profile. To date, the company has not paid any dividends to shareholders.

According to common practice for Delaware companies, the company has an authorised number of shares available which is higher than the current number of issued shares. In compliance with the company’s Articles of Association and Delaware corporate law, the board of directors may issue shares up to this limit without any further shareholder approval.

Deviation from the Code: This authorization to issue shares without pre-emptive rights for existing shareholders is a deviation from the Swedish Code, explained by Delaware legal standards allowing agile capital raising for strategic M&A or financing needs.

As at 31 December 2025, the number of authorized shares was 200,000,000 (par value USD 0.001) whereof 134,707,974 were issued and outstanding. The ISIN code is US36467X2062.

The Codes are complied with in all material respects. The company has only one class of shares, which is listed on NASDAQ Stockholm.

Under Delaware law, existing shareholders do not have pre-emption rights. However, the company aims to offer such rights in the event of increases in share capital through private share issues for cash. If the Board of Directors carries out a cash-based increase in share capital and chooses not to offer pre-emption rights to existing shareholders, the increase will be minor. If not, a justification will be publicly disclosed in connection with the capital increase.

The company is compliant with the code. The company has no limitations on the ownership or sale of the company’s shares. All Gentoo shares are freely negotiable and no form of restriction on negotiability is included in the company’s Articles of Association.

A shareholder meeting ensures the shareholders’ participation in the body that exercises the highest authority in the company and in which the company’s Articles of Association are adopted. Notices for shareholder meetings with proposed resolutions and any supporting documents are announced on Nasdaq Stockholm and on the company’s website. The company aims to apply the Swedish code for notice and other procedures regarding shareholder meetings. The company allows shareholders to vote by proxy and allows them to vote separately on each candidate nominated for election to the company’s corporate bodies.

The company uses English only for all communication, including the notice and the minutes of the meeting. A shareholder, or a proxy representative of a shareholder, who is neither a member of the board nor an employee of the company is to be appointed to verify and sign the minutes. The company’s chairman attends shareholder meetings, and the company further aims to meet the requirements in the Swedish code regarding other members of the board, the CEO, the nomination committee and the company’s auditors attending the annual meeting of shareholders.

The Codes are complied with. As a Delaware corporation, the governing law does not require a nomination committee. However, the company has established such a committee.

The nomination committee is responsible for reviewing the size, structure and composition of the Board, succession planning, the appointment of replacement and/or additional directors, and making appropriate recommendations to the Board.

The annual shareholders meeting in May 2025 resolved that the nomination committee shall represent all shareholders, and consist of no fewer than three and no more than four members and be appointed by the three largest shareholders of the company as per 31 August 2025. In accordance with the Swedish Code, no members of the Executive Management serve on the Nomination Committee.

The company has followed the principles set out by the annual shareholders’ meeting, and the nomination committee members are as follows:

• Lukasz Wojciak, representing MJ Foundation
• Lukasz Borkowski, representing ZJ Foundation
• André Lavold, representing Optimus Invest Limited

For the Board of Directors, the Code is complied with in all material respects. The shareholders’ meeting elects representatives to the Board, with resolutions on the composition of the Board passed by simple majority. The company seeks to nominate Board members who represent all shareholders and are independent from management. All Board members are subject to re-election on an annual basis.

The current Board of Directors consists of seven members, of whom four are independent of the company’s main shareholders. Six of the Board members own shares in the company, either directly or indirectly. Information about the current Board members, their expertise, independence and shareholdings can be found on the company’s website.

As a Delaware company, Board members are not subject to term limits. However, members must be proposed, elected and re-elected at the annual shareholders’ meeting. The Chairman of the Board is formally elected by the Board of Directors in accordance with the company’s by-laws.

The company’s Chairman attends shareholder meetings, and the company also aims to meet the requirements of the Swedish Code concerning the attendance of other Board members, the CEO, the nomination committee and the company’s auditors at the annual general meeting.

The board of directors has the prime responsibility for the management of the company and holds a supervisory position towards the executive management and the company’s activities. In addition to monitoring and advisory duties, the board of directors’ main tasks consist of participating in compiling the company’s strategy and establishing the overall goals.

The board of directors appoints a remuneration committee and an audit committee. The chairman of the board is responsible for leading the work of the board and for leading the board meetings.

Deviation from the Code: As 2025 was a transition year following the company split and board reconstitution, the Board did not conduct a formal, systematic annual evaluation of its own work. The Board intends to implement a formalized evaluation process in 2026.

The Board of Directors continuously assesses the company’s need for internal control systems for risk management, appropriate to the size and complexity of the business. The company employs various area-specific policies and procedures designed to manage risk.

The Board of Directors is responsible for internal control and has established policies, procedures and instructions related to risk management and internal control. These documents are distributed to relevant employees and other stakeholders, and all employees are required to read, understand and sign off on the company’s policies and to comply with the code of conduct.

The internal control framework is the result of continuous risk management processes, which take into account the company’s business operations and the external environment in which it operates. The CEO and CFO are responsible for managing issues concerning insider information and for monitoring the company’s Investor Relations (IR) function.

Deviation from the Code: The Board has opted against establishing a separate internal audit function. The Board deems the current internal monitoring processes sufficient for the company’s scale.

The Code is complied with in all material respects. The remuneration to board members is at a sufficiently competitive level to ensure the desired composition of the board. The remuneration is resolved by the annual shareholder meeting, is a fixed amount, and has no performance-related elements.

No board members have share options and no board members take part in incentive programs available for management and/or other employees.

The board sets the remuneration for the CEO and establishes guidelines for the remuneration of other members of senior management.

Deviation from the Code: The company has not issued a separate remuneration report due to transitional constraints following the split. The company aims to align with this reporting standard in future periods.

On April 10, 2025, the Board formally approved a share option plan designed for key employees. The aggregate number of shares authorised for issuance under the plan is capped at 7,880,416 shares (5.85% of capital), of which 7,160,000 options have been actively granted. The grants are divided into three tranches vesting in 2028, 2029, and 2030 at progressive exercise prices.

The company assigns importance to informing its owners and investors about the company’s development and economic and financial status. Responsibility for investor relations (IR) and price-sensitive information rests with the company’s CEO and CFO. All information distributed to the company’s shareholders is available through the company’s website.

The company has no restrictions in its By-laws regarding company takeovers, and the board of directors is pragmatic with respect to a possible takeover of the company. The main responsibility of the board of directors under such circumstances is to maximise value for the shareholders, while simultaneously looking after the interest of the company’s employees and customers.

The company has an audit committee consisting of two directors. In 2025, the Group auditor, REID CPAs LLP, stepped down as group auditor due to mandatory rotation. The Group has appointed PwC as the new group auditor with effect from the 2025 financial year. PwC has thus been appointed as auditor in all significant components of the Group.

Deviation from the Code: The full Board of Directors did not meet with the statutory auditor without the CEO or executive management present. However, the Audit Committee maintains direct, independent dialogue with the external auditors.