STOCKHOLM, SE / ACCESS Newswire / October 28, 2025 / The shareholders of Hacksaw AB, reg. no. 559133-3793 (the "Company")(STO:HACK), are hereby convened to the extra general meeting to be held on Thursday 27 November 2025 at 14:00 CET at Baker McKenzie Advokatbyrå on Vasagatan 7, floor 8, in Stockholm.
Right to attend the extra general meeting and notice
Participation by presence at the meeting venue
Shareholders who wish to attend the extra general meeting by presence at the meeting venue in person or by proxy must:
i. on the record date, which is on Wednesday 19 November 2025, 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 Friday 21 November 2025. The notification shall be in writing to Baker McKenzie Advokatbyrå, Att: Simon Olofsson, Box 180, 101 23 Stockholm or via e-mail to simon.olofsson@bakermckenzie.com. The notification should state the name, personal/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 the notification.
Participation through advance voting
Shareholders who wish to attend the extra general meeting by advance voting (so-called postal voting) must:
i. on the record date, which is on Wednesday 19 November 2025, 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 Friday 21 November 2025.
A special form shall be used for advance voting. The form is available on the Company's website, www.hacksawgroup.com. A shareholder who is exercising its voting right through advance voting does not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as a notification of attendance.
The completed and signed form shall be sent to Baker McKenzie Advokatbyrå, Att: Simon Olofsson, Box 180, 101 23 Stockholm 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.
Shareholders wishing to attend the meeting in person or by proxy must notify this in accordance with the instructions under the heading "Participation by presence at the meeting venue" above. This means that a registration only by postal voting is not sufficient for those who want to attend the extra general meeting in person.
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. Such registration, which normally is processed in a few days, must be completed no later than on Wednesday 19 November 2025 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 21 November 2025 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 Friday 21 November 2025. 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 on 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:
Opening of the general meeting and election of the chair of the meeting
Preparation and approval of voting list
Approval of the agenda
Election of one or two persons to certify the minutes
Determination of whether the general meeting was duly convened
Resolution regarding implementation of an incentive program through issuance and approval of transfer of warrants of series 2025/2030:3
Resolution regarding issue of warrants of series 2025/2030:3
Resolution regarding approval of transfer of warrants of series 2025/2030:3
Resolution regarding implementation of an incentive program through issuance and approval of transfer of warrants of series 2025/2030:4
Resolution regarding issue of warrants of series 2025/2030:4
Resolution regarding approval of transfer of warrants of series 2025/2030:4
Resolutions regarding change of accounting currency and amendments of the articles of association
Closing of the meeting
Proposals for resolutions:
Item 1: Opening of the meeting and election of the chair of the general meeting
The board of directors proposes that Carl Bohman, LL.M., at Baker McKenzie Advokatbyrå is appointed as chair of the general meeting, or, in his absence, the person appointed by him.
Item 6: Resolution regardingimplementation of an incentive program through issuance and approval of transfer of warrants of series 2025/2030:3
The board of directors of the Company proposes that the extra general meeting resolves to implement an incentive program through issuance of warrants to one senior executive within the Company, who has not participated in previous incentive programs, or alternatively to the Company with subsequent transfer to the senior executive ("LTIP 2025/2030:3") in accordance with the below.
The purpose of the proposal is to establish conditions to recruit, maintain and increase the motivation of the senior executive. The board of directors finds that it is in the interest of all shareholders that the senior executive, who is considered important to the development of the company group, has a long term interest in developing positive value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participant and to create a common interest between the participant and the Company's shareholders.
Resolutions in accordance with item 6a and item 6b 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 7c.
Item 6a: Resolution regarding issue of warrants of series 2025/2030:3
The board of directors of the Company proposes that the extra general meeting resolves to issue a maximum of 318,556 warrants of series 2025/2030:3, which may result in a maximum increase in the Company's share capital of SEK 796.39. 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 one senior executive within the Company, and the Company with the right and obligation to, at one or several occasions, transfer the warrants to the senior executive.
The warrants shall be subscribed for as of 28 November 2025 up to and including 5 December 2025 on a separate subscription list, with a right for the board to extend the subscription period.
The Company has the right to subscribe for warrants without consideration, and the senior executive has the right to subscribe for the warrants at a price equal to the warrant's market value, 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.
Payment for subscribed warrants issued for payment shall be made in cash no later than on 12 December 2025, with a right for the board to extend the payment date.
Each warrant entitles to subscription of one new share in the Company during the period from 1 January 2030 up to an including 31 March 2030 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 the participant is prevented from subscribing for shares at the end of the subscription period due to the EU Market Abuse Regulation.
The subscription price shall be determined to an amount equal to 200 percent of the volume weighted average price at Nasdaq Stockholm during the period from 13 November 2025 up to and including 26 November 2025. 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 issuance and the deviation from the shareholders preferential rights is to implement the LTIP 2025/2030:3. The purpose of the proposal is to establish conditions to recruit, maintain and increase the motivation of the senior executive. The board of directors finds that it is in the interest of all shareholders that the senior executive, who is considered important to the development of the company group, has a long term interest in developing positive value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participant and to create a common interest between the participant and the Company's shareholders.
The complete terms and conditions for the warrants are available no later than three weeks in advance of the general meeting, including 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 nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden AB.
Item 6b: Resolution regarding approval of transfer of warrants of series 2025/2030:3
The board of directors of the Company proposes that the extra general meeting resolves to approve that the Company may transfer a maximum of 318,556 warrants of series 2025/2030:3 to the participant in LTIP 2025/2030:3 or in any other matter dispose of the warrants to fulfill the obligations under LTIP 2025/2030:3.
Notification to acquire warrants shall be made during the period from 28 November 2025 up to and including 5 December 2025.
Transfer of warrants of series 2025/2030:3 shall be made no later than 31 December 2025.
Transfer of the warrants to participant 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 7: Resolution regardingimplementation of an incentive program through issuance and approval of transfer of warrants of series 2025/2030:4
The board of directors of the Company proposes that the extra general meeting resolves to implement an incentive program through issuance of warrants to one senior executive within the Company, who has not participated in previous incentive programs, or alternatively to the Company with subsequent transfer to the senior executive ("LTIP 2025/2030:4") in accordance with the below.
The purpose of the proposal is to establish conditions to recruit, maintain and increase the motivation of the senior executive. The board of directors finds that it is in the interest of all shareholders that the senior executive, who is considered important to the development of the company group, has a long term interest in developing positive value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participant and to create a common interest between the participant and the Company's shareholders.
Resolutions in accordance with item 7a and item 7b 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 7c.
Item 7a: Resolution regarding issue of warrants of series 2025/2030:4
The board of directors of the Company proposes that the extra general meeting resolves to issue a maximum of 60,558 warrants of series 2025/2030:4, which may result in a maximum increase in the Company's share capital of SEK 151.40. 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 one senior executive within the Company, and the Company with the right and obligation to, at one or several occasions, transfer the warrants to the senior executive.
The warrants shall be subscribed for as of 28 November 2025 up to and including 5 December 2025 on a separate subscription list, with a right for the board to extend the subscription period.
The Company has the right to subscribe for warrants without consideration, and the senior executive has the right to subscribe for the warrants at a price equal to the warrant's market value, 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.
Payment for subscribed warrants issued for payment shall be made in cash no later than on 12 December 2025, with a right for the board to extend the payment date.
Each warrant entitles to subscription of one new share in the Company during the period from 1 January 2030 up to an including 31 March 2030 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 the participant is prevented from subscribing for shares at the end of the subscription period due to the EU Market Abuse Regulation.
The subscription price shall be determined to an amount equal to 300 percent of the volume weighted average price at Nasdaq Stockholm during the period from 13 November 2025 up to and including 26 November 2025. 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 issuance and the deviation from the shareholders preferential rights is to implement the LTIP 2025/2030:4. The purpose of the proposal is to establish conditions to recruit, maintain and increase the motivation of the senior executive. The board of directors finds that it is in the interest of all shareholders that the senior executive, who is considered important to the development of the company group, has a long term interest in developing positive value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participant and to create a common interest between the participant and the Company's shareholders.
The complete terms and conditions for the warrants are available no later than three weeks in advance of the general meeting, including 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 nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden AB.
Item 7b: Resolution regarding approval of transfer of warrants of series 2025/2030:4
The board of directors of the Company proposes that the extra general meeting resolves to approve that the Company may transfer a maximum of 60,558 warrants of series 2025/2030:4 to the participant in LTIP 2025/2030:4 or in any other matter dispose of the warrants to fulfill the obligations under LTIP 2025/2030:4.
Notification to acquire warrants shall be made during the period from 28 November 2025 up to and including 5 December 2025.
Transfer of warrants of series 2025/2030:4 shall be made no later than 31 December 2025.
Transfer of the warrants to participant 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 7c: Report on preparation of the incentive programs etc. (it is noted that this is not an item of resolution)
LTIP 2025/2030:3 and LTIP 2025/2030:4 have been prepared by the board of directors and external advisors.
LTIP 2025/2030:3
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 70.56, SEK 1.73 per warrant, assuming an exercise price of SEK 141.12 per share. The Black-Scholes valuation model has been used for the valuation, assuming a risk free interest rate of 2.07 percent and a volatility of 37 percent, and assuming that no dividends and other distributions to shareholders are expected during the period of the program.
As the warrants are subscribed and transferred at market value, it is the Company's assessment that no social costs will arise for the Company as a result of subscription and the transfers. The costs will therefore only consist of limited costs for the implementation and administration of the LTIP 2025/2030:3.
LTIP 2025/2030:4
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 70.56, SEK 0.58 per warrant, assuming an exercise price of SEK 211.68 per share. The Black-Scholes valuation model has been used for the valuation, assuming a risk free interest rate of 2.07 percent and a volatility of 37 percent, and assuming that no dividends and other distributions to shareholders are expected during the period of the program.
As the warrants are subscribed and transferred at market value, it is the Company's assessment that no social costs will arise for the Company as a result of subscription and the transfers. The costs will therefore only consist of limited costs for the implementation and administration of the LTIP 2025/2030:4.
Other outstanding share based incentive programs
The Company has previously established four incentive programs, series 2025/2030:1 ("LTIP 2025/2030:1"), series 2025/2030:2 ("LTIP 2025/2030:2"), series 2025/2028:1 ("LTIP 2025/2028:1") and series 2025/2028:2 ("LTIP 2025/2028:2").
There are 483 outstanding warrants under the LTIP 2025/2030:1. Each such warrant entitles the holder to subscribe for 2,000 new shares in the Company during the period from 1 January 2030 up to and including 31 March 2030.
There are 120 outstanding warrants under the LTIP 2025/2030:2. Each such warrant entitles the holder to subscribe for 2,000 new shares in the Company during the period from 1 January 2030 up to and including 31 March 2030.
There are 441 outstanding warrants under the LTIP 2025/2028:1. Each such warrant entitles the holder to subscribe for 2,000 new shares in the Company during the period from 1 April 2028 up to and including 31 May 2028.
There are 10 outstanding warrants under the LTIP 2025/2028:2. Each such warrant entitles the holder to subscribe for 2,000 new shares in the Company during the period from 1 April 2028 up to and including 31 May 2028.
For further information, please refer to the Company's interim report for the period 1 January 2025 - 30 September 2025 which is scheduled to be published on 4 November 2025.
Dilution
The total number of registered shares and votes at the time of this proposal amount to 289,195,987. The maximum dilution of LTIP 2025/2030:3 and LTIP 2025/2030:4 is estimated to be a maximum of approximately 0.13 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 LTIP 2025/2030:3 and LTIP 2025/2030:4, as well as other outstanding incentive programs in the Company is estimated to be a maximum of approximately 0.85 percent, assuming full subscription and exercise of all warrants offered and outstanding.
Item 8:Resolutions regarding change of accounting currency and amendments of the articles of association
The board of directors of the Company proposes that the extra general meeting resolves to amend the articles of association as follows:
It is proposed that the Company's accounting currency be changed from Swedish kronor (SEK) to euro (EUR). The articles of association will thereby have a new § 9 with the following wording (whereby the following provisions are renumbered):
"9 § Accounting currency
The company shall have its accounting currency in euro (EUR)."
It is further proposed that the board of directors or a person appointed by the board of directors is 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.
Majority requirements
Resolutions in accordance with item 6 and item 7 are valid only where supported by shareholders holding not less than nine-tenths of both the shares voted and of the shares represented at the general meeting.
Resolution in accordance with item 8 is valid only where supported by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 289,195,987 shares, with a corresponding number of votes. The Company holds no own shares.
Further information
Proxy form, advance voting form and the complete proposals, including the proposed articles of association, and other documents that shall be available in accordance with the Swedish Companies Act are available at least three weeks in advance of the meeting. All documents are available at the Company and at the Company's website www.hacksawgroup.com and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are hereby notified regarding the right to, at the extra 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 on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
* * * * *
Stockholm in October 2025
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).
Attachments
NOTICE OF EXTRA GENERAL MEETING IN HACKSAW AB
SOURCE: Hacksaw
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/computers-technology-and-internet/notice-of-extra-general-meeting-in-hacksaw-ab-1092634