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25 Mar, 2026

NOTICE OF ANNUAL GENERAL MEETING IN HACKSAW AB

The shareholders of Hacksaw AB, reg. no. 559133-3793 (the "Company"), are summoned to the annual general meeting on Monday 27 April 2026 at 14:00 CET at Baker McKenzie Advokatbyrå on Mäster Samuelsgatan 17, floor 6, SE-111 44 Stockholm, Sweden. Registration for the meeting will commence at 13:45 CET. Shareholders also have the opportunity to exercise their voting rights at the annual general meeting by voting in advance (postal voting).

Right to participate and notification
Participation at the meeting venue
Shareholders who wish to participate in the annual general meeting at the meeting venue, in person or through a proxy, shall:

i. on the record date, which is on Friday 17 April 2026, be registered in the share register maintained by Euroclear Sweden AB; and

ii. notify the Company of their participation and any assistants (no more than two) no later than on Tuesday 21 April 2026 by post to Baker McKenzie Advokatbyrå, Attn: Simon Olofsson, Box 180, SE-101 23 Stockholm, Sweden, or via e-mail to simon.olofsson@bakermckenzie.com.

The notification should state the name, personal or corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended to the notification.

Participation by advance voting
Shareholders who wish to participate in the annual general meeting by advance voting (so-called postal voting), in person or through a proxy, shall:

i. on the record date, which is on Friday 17 April 2026, be registered in the share register maintained by Euroclear Sweden AB; and

ii. notify the Company of their participation by casting their advance vote in accordance with the instructions below so that the advance vote is received by the Company no later than on Tuesday 21 April 2026.

A person who wishes to participate in the meeting, in person or through a proxy, must give notice in accordance with the instructions under section "Participation at the meeting venue" above. This means that a registration only by advance vote is not sufficient for shareholders who wish to participate at the meeting venue.

A special form shall be used for advance voting. The form is available at the Company's website, www.hacksawgroup.com. Submission of the advance voting form is considered as notice of participation in the general meeting. The completed and signed form shall be sent by post to Baker McKenzie Advokatbyrå, Attn: Simon Olofsson, Box 180, SE-101 23 Stockholm, Sweden, or via e-mail to simon.olofsson@bakermckenzie.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid. Further instructions and conditions are included in the form for advance voting.

Nominee-registered shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting (so-called voting rights registration). Such registration, which normally is processed in a few days, must be completed no later than on Friday 17 April 2026 and should therefore be requested from the nominee well before this date. Voting rights registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Tuesday 21 April 2026 will be considered in preparations of the share register.

Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Tuesday 21 April 2026. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.

A proxy form will be available at the Company's website, www.hacksawgroup.com, and will also be sent to shareholders who so request and inform the Company of their postal address.

Proposed agenda

  1. Opening of the meeting and election of chair of the meeting
  2. Preparation and approval of voting list
  3. Approval of the agenda
  4. Election of one or two persons to verify the minutes
  5. Determination of whether the general meeting has been duly convened
  6. Presentation of the annual report and the auditor's report and the consolidated financial statements and auditor's report for the group, and the auditor's statement regarding the Company's compliance with the guidelines for remuneration to senior executives
  7. Resolutions regarding:
    1. adoption of income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
    2. allocation of the Company's profit or loss in accordance with the adopted balance sheet; and
    3. discharge from liability of the board of directors and the managing director
  8. Determination of the number of members of the board of directors and auditors
  9. Determination of fees to the board of directors and to the auditors
  10. Election of the board of directors and auditors
  11. Presentation of the board of directors' remuneration report for approval
  12. Resolution regarding amendments of the articles of association
  13. Resolution regarding authorization for the board of directors to issue new shares, warrants and/or convertibles
  14. Resolution regarding authorization for the board of directors to resolve on repurchase and transfer of own shares
  15. Resolution regarding implementation of an incentive program for key employees
    1. Resolution regarding issue of warrants
    2. Resolution regarding approval of transfer of warrants
    3. Preparation of the incentive program etc. (it is noted that this is not an item of resolution)
  16. Closing of the meeting

Proposed resolutions

Item 1: Opening of the meeting and election of chair of the meeting
The nomination committee has consisted of Rafail Poumeyrau as representative of Fractional Holding AB, Philip Asmar as representative of Lollipop Assets Ltd, Frédéric Herz as representative of himself, and Patrick Svensk in his capacity as chair of the board of directors.

The nomination committee proposes that the chair of the board of directors, Patrick Svensk, is appointed as chair of the general meeting, or, in his absence, the person appointed by him.

Item 7.b: Resolution regarding allocation of the Company's profit or loss in accordance with the adopted balance sheet
The board of directors proposes a dividend to the shareholders of EUR 0.40 per share. The board of directors further proposes that 5 May 2026 shall be the record date for receiving the dividend. If the general meeting resolves in accordance with the proposal, payment of the dividend is expected to be made through Euroclear Sweden AB on 12 May 2026.

Items 8–10: Determination of the number of members of the board of directors and auditors, determination of fees to the board of directors and to the auditors, and election of the board of directors and auditors
The nomination committee proposes that the board of directors shall consist of five board members without deputies, and that the number of auditors shall be one registered audit firm.

The nomination committee proposes that the fees to the board of directors shall amount to SEK 2,448,000 in total (SEK 2,300,000 previous year) and be paid in accordance with the following, provided that the board members are not employees of the Company:

  • SEK 1,020,000 (SEK 1,000,000) to the chair of the board of directors and SEK 255,000 (SEK 250,000) to each of the other board members;
  • SEK 102,000 (SEK 100,000) to the chair of the audit committee and SEK 51,000 (SEK 50,000) to each of the other members of the audit committee; and
  • SEK 102,000 (SEK 100,000) to the chair of the remuneration committee and SEK 51,000 (SEK 50,000) to each of the other members of the remuneration committee.

It is further proposed that the fee to the auditor shall be paid in accordance with approved invoice.

The nomination committee proposes that Patrick Svensk, Noah Gottdiener, Frédéric Herz, Arian Sparrfelt and Ana Vrabic Verdir are re-elected as board members. It is further proposed that Patrick Svensk is re-elected as chair of the board of directors.

The nomination committee proposes, in accordance with the audit committee's recommendation, that the registered audit firm Öhrlings PricewaterhouseCoopers AB is re-elected as auditor for the period up until the end of the next annual general meeting, with the request that Nicklas Kullberg continues as main responsible auditor.

Independence in accordance with the Swedish Corporate Governance Code
After an assessment of the proposed board members' independence, the nomination committee has found that their proposal for the composition of the board of directors of the Company fulfills the requirements stipulated in the Swedish Corporate Governance Code. Frédéric Herz is considered independent in relation to the Company and its executive management, but not in relation to the Company's major shareholders. All of the other proposed board members are considered independent in relation to the Company and its executive management, as well as independent in relation to the Company's major shareholders.

Further information regarding the board members proposed for re-election is available at the Company's website, www.hacksawgroup.com.

Item 12: Resolution regarding amendments of the articles of association
The board of directors proposes that the annual general meeting resolves to amend the articles of association as follows:

It is proposed that the limits for the Company's share capital be amended from not less than SEK 600,000 and not more than SEK 2,400,000 to not less than EUR 65,000 and not more than EUR 260,000, due to the Company's change of accounting currency. 4 § of the articles of association will thereby have the following wording:

"4 § Share capital
The share capital shall be not less than EUR 65,000 and not more than EUR 260,000."

The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

The proposed new articles of association will be available at Company's office and at the Company's website, www.hacksawgroup.com, no later than three weeks prior to the annual general meeting.

Item 13: Resolution regarding authorization for the board of directors to issue new shares, warrants and/or convertibles
The board of directors proposes that the annual general meeting resolves to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue new shares, warrants and/or convertibles, corresponding to a maximum of 20 percent of the Company's share capital after dilution based on the number of shares in the Company at the time of the annual general meeting, to be paid in cash, through set-off or in kind.

The purpose of the authorization is to increase the financial flexibility of the Company and the general flexibility of the board of directors. Should the board of directors resolve on a share issue with deviation from the shareholders' preferential rights, the reason for this shall be to finance acquisitions of businesses or assets or to raise capital to finance the Company's projects.

Issuance of new shares, convertibles or warrants, pursuant to the authorization, shall be carried out in accordance with customary terms and conditions under prevailing market conditions. If the board of directors deems it appropriate to enable the delivery of shares in connection with an issue as described above, this may be done at a subscription price corresponding to the quota value of the shares.

The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Item 14: Resolution regarding authorization for the board of directors to resolve on repurchase and transfer of own shares
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, at one or several occasions and for the period until the next annual general meeting, to resolve on repurchase and transfer of shares in the Company.

Repurchases may be made of not more than such a number of shares that the Company's holding of own shares at any given time does not exceed 10 percent of the total number of outstanding shares in the Company. Repurchases of shares may be made (i) on Nasdaq Stockholm, whereby the purchase shall be made at a price per share within the range of the highest purchase price and the lowest selling price at any given time, or, if the purchases are carried out by a stock exchange member assigned by the board of directors, at a price per share corresponding to the volume-weighted average price during the period in which the shares are purchased; or (ii) through a public offer to all shareholders, whereby the purchase shall be made at a price per share that, at the time of the resolution, corresponds to at least the current quoted share price and a maximum of 150 percent of the current quoted share price. Payment for the repurchased shares shall be made in cash.

Transfer of own shares may be made with no more than the total number of shares held by the Company at any given time. Transfers may be made (i) on Nasdaq Stockholm, whereby the transfer shall be made at a purchase price per share within the range of the highest purchase price and the lowest selling price at any given time; or (ii) outside Nasdaq Stockholm in connection with acquisition of companies, operations, or assets, whereby the price per share shall be determined so that the transfer is made at market terms. Payment for transferred shares shall be made in cash, through in-kind payment or, or by set-off.

The purpose of the authorizations is to give the board of directors the opportunity to continuously adapt and improve the Company's capital structure and thereby contribute to increased shareholder value, to be able to take advantage of attractive acquisition opportunities by wholly or partly financing future acquisitions, operations or assets with its own shares or with the proceeds from transferred shares, and to finance and/or secure the delivery of shares under long‑term incentive programs approved by the general meeting.

The board of directors shall have the right to resolve on other terms for repurchases and transfers of own shares in accordance with the authorizations. The board of directors also has the right to authorize the chairman of the board, the managing director, or the person appointed by the board to make such minor adjustments that may be necessary in connection with the execution of the board's resolution to repurchase and transfer own shares.

Item 15: Resolution regarding implementation of an incentive program for key employees
The board of directors proposes that the annual general meeting resolves to implement an incentive program for key employees within the Company and the group through issuance of warrants ("Key Employee LTIP 2026/2029:1") in accordance with the below.

The purpose of the proposal is to establish conditions to maintain and increase the motivation of key employees within the Company and the group. The board of directors finds that it is in the interest of all shareholders that key employees, who are considered important to the development of the group, have a long-term interest in the positive value development of the Company's shares. A long-term ownership commitment is expected to stimulate an increased interest in the business and earnings development as a whole, as well as increase the motivation of the participants, and aims to create a common interest between the participants and the Company's shareholders.

Resolutions in accordance with item 15.a and item 15.b below shall be made as one resolution and are therefore conditional upon each other.

The board of directors' report on other incentive programs, the preparation of the proposal, costs for the program and effect on important key figures etc., is set out in item 15.c.

Item 15.a Resolution regarding issue of warrants
The board of directors proposes that the annual general meeting resolves to issue a maximum of 2,000,000 warrants of series 2026/2029:1, which may result in a maximum increase in the Company's share capital of EUR 462.192652. The warrants shall entitle to subscription of new shares in the Company.

The following terms shall apply to the issuance:

The right to subscribe for warrants shall, with deviation from the shareholders' preferential rights, be attributed to key employees within the Company and the group who have been offered to participate in Key Employee LTIP 2026/2029:1, and the Company with the right and obligation to, at one or several occasions, transfer the warrants to participants in accordance with item 15.b.

The warrants shall be subscribed for as of 28 April 2026 up to and including 29 May 2026 on a separate subscription list, with a right for the board of directors to extend the subscription period.

The Company has the right to subscribe for warrants without consideration, and key employees have the right to subscribe for the warrants at a price equal to the market value of the warrants, which shall be calculated according to the Black-Scholes valuation model or other generally accepted valuation model made by an independent appraiser, audit firm or valuation expert.

Participants in the Key Employee LTIP 2026/2029:1 shall be entitled to a net salary compensation of normally 50 percent, but in certain cases up to 100 percent, of the option premium upon subscription for or acquisition of warrants, subject to continued employment at the end of the term of Key Employee LTIP 2026/2029:1.

Key employees within the Company and the group will be offered to subscribe for, or acquire from the Company, warrants divided into two categories as follows:

  1. Senior executives comprising one position are offered the opportunity to subscribe for not more than 50,000 warrants.
  2. Other key employees comprising up to 160 positions are each offered the opportunity to subscribe for not more than 75,000 warrants and in total not more than 1,950,000 warrants.

Payment for subscribed warrants issued for payment shall be made in cash no later than on 30 June 2026, with a right for the board of directors to extend the payment date.

Each warrant entitles to subscription of one new share in the Company during the period from 1 May 2029 up to an including 31 July 2029 or the earlier date set forth in the terms for the warrants. The board of directors shall have the right to extend the time for subscription for shares in the event that a participant is prevented from subscribing for shares at the end of the subscription period due to the EU Market Abuse Regulation.

The subscription price per share shall be determined to an amount equal to 150 percent of the volume weighted average price at Nasdaq Stockholm during the period from 13 April 2026 up to and including 24 April 2026. The calculated subscription price shall be rounded to the nearest hundredth of a SEK, whereby SEK 0.005 shall be rounded up to SEK 0.01. The subscription price may not amount to less than the quota value of the shares. Upon subscription of shares, the part of the subscription price that exceeds the quota value of the previous shares shall be allocated to the non-restricted share premium fund.

A new share subscribed for by exercise of a warrant shall entitle to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.

The purpose of the issue and the deviation from the shareholders' preferential rights is to implement Key Employee LTIP 2026/2029:1, the purpose of which is to establish conditions to maintain and increase the motivation of key employees within the Company and the group. The board of directors finds that it is in the interest of all shareholders that key employees, who are considered important to the development of the group, have a long-term interest in the positive value development of the Company's shares. A long-term ownership commitment is expected to stimulate an increased interest in the business and earnings development as a whole, as well as increase the motivation of the participants, and aims to create a common interest between the participants and the Company's shareholders.

The complete terms and conditions for the warrants will be held available at the Company's office and on the Company's website at least three weeks prior to the annual general meeting, which include conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.

The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden AB.

Item 15.b: Resolution regarding approval of transfer of warrants
The board of directors proposes that the annual general meeting resolves to approve that the Company may transfer a maximum of 2,000,000 warrants of series 2026/2029:1 to participants in Key Employee LTIP 2026/2029:1, or otherwise dispose of the warrants to fulfill the obligations under Key Employee LTIP 2026/2029:1.

The Company shall be entitled to retain warrants that later may be offered to current (who are not subscribing for their whole offered part) and future key employees in accordance with the acquisition and allotment principles set out in item 15.a.

Notification to acquire warrants shall be made during the period from 28 April 2026 up to and including 29 May 2026.

Transfer of warrants of series 2026/2029:1 shall be made no later than 30 June 2026.

Transfer of warrants to participants shall be made at a price equal to the warrant's market value at the time of transfer, which shall be calculated according to the Black-Scholes valuation model or other generally accepted valuation model. Valuation of the options shall be performed by an independent appraiser, audit firm or valuation expert.

Item 15.c: Preparation of the incentive program etc. (it is noted that this is not an item of resolution)
Preparation, scope and costs
Key Employee LTIP 2026/2029:1 has been prepared by the board of directors and external advisors.

Subscription (except by the Company) and transfer of the warrants shall be made at a price equal to the warrant's fair market value. The warrants' fair market value, according to a preliminary valuation based on the market value of the underlying share of SEK 56.23, SEK 4.08 per warrant, assuming an exercise price of SEK 84.35 per share. The Black-Scholes valuation model has been used for the valuation, assuming a risk-free interest rate of 2.10 percent and a volatility of 37.98 percent, and assuming that no dividends and other distributions to shareholders are expected during the period of the program.

Since participants in the Key Employee LTIP 2026/2029:1 may be compensated with up to 100 percent, after tax, of the option premium, social security contributions will be incurred by the Company. The total cost for the Company will vary depending on the compensation level, the participant's income tax rate, and the social security contribution rate in the country where the participant resides. The Company estimates that the costs, including social security contributions as well as the implementation and administration of Key Employee LTIP 2026/2029:1, will amount to a maximum of approximately SEK 11 million, assuming that all participants are resident in Sweden and have a marginal tax rate of 50 percent, and that all participants are reimbursed 50 percent, after tax, of the option premium.

Other outstanding share-based incentive programs
The Company has previously established six incentive programs, LTIP 2025/2030:4, LTIP 2025/2030:3, LTIP 2025/2030:2, LTIP 2025/2030:1, LTIP 2025/2028:2 and LTIP 2025/2028:1. Information regarding the Company's existing programs is available in the annual report for the financial year 2025 which is available at the Company's website, www.hacksawgroup.com.

Dilution
The total number of registered shares and votes at the time of this proposal amount to 289,195,987. The maximum dilution of Key Employee LTIP 2026/2029:1 is estimated to be a maximum of approximately 0.69 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription and exercise of all warrants offered. The maximum dilution of Key Employee LTIP 2026/2029:1, as well as other outstanding incentive programs in the Company is estimated to be a maximum of approximately 1.53 percent, assuming full subscription and exercise of all warrants offered and outstanding.

Majority requirements
A resolution in accordance with items 12, 13 and 14 requires approval by shareholders representing at least two-thirds of both the shares voted and of the shares represented at the general meeting.

A resolution in accordance with item 15 requires approval by shareholders representing at least nine-tenths of both the shares voted and of the shares represented at the general meeting.

Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 289,195,987. The Company holds no treasury shares.

Other
The annual report, the auditor's report, the remuneration report, and other documents will be held available at the Company's office and at the Company's website, www.hacksawgroup.com, at least three weeks prior to the annual general meeting, together with the board of directors' complete proposals. The nomination committee's complete proposals and motivated statement will be available at least four weeks prior to the annual general meeting. Copies of the documents will be sent to the shareholders who so requests and provides the Company with their e-mail or postal address.

The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available at Euroclear Sweden AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

* * * * *

Stockholm in March 2026
Hacksaw AB
The board of directors

For more information, please contact:
E-mail: ir@hacksawgroup.com

About Hacksaw
Hacksaw AB (publ) is a B2B technology platform and game development company. The scalable and modular platform, built on a modern code base, enables rapid development and distribution of games. Games developed by Hacksaw comprise digital slots, scratch cards, and instant win games. We operate across the whole B2B iGaming value chain, from game development to distribution and our customers comprise some of the largest private and state-owned iGaming operators in the industry. Hacksaw’s shares are listed on Nasdaq Stockholm (HACK).

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