The shareholders of Hacksaw AB, reg. no. 559133-3793 (the "Company"), are summoned to the extra general meeting on Friday 21 August 2026 at 10:00 CEST at Advokatfirma DLA Piper Sweden KB on Sveavägen 4 in Stockholm, Sweden. Registration for the meeting will commence at 09:45 CEST. Shareholders also have the opportunity to exercise their voting rights at the extra 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 extra general meeting at the meeting venue, in person or through a proxy, shall:
i. on the record date, which is on Thursday 13 August 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 Monday 17 August 2026 by post to Advokatfirma DLA Piper Sweden KB, Att: Elliot Uggla, Box 7315, 103 90 Stockholm, or via e-mail to HacksawEGM2026@se.dlapiper.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 extra general meeting by advance voting (so-called postal voting), in person or through a proxy, shall:
i. on the record date, which is on Thursday 13 August 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 Monday 17 August 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 extra general meeting. The completed and signed form shall be sent by post to Advokatfirma DLA Piper Sweden KB, Att: Elliot Uggla, Box 7315, 103 90 Stockholm, or via e-mail to HacksawEGM2026@se.dlapiper.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same applies 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 so that the shareholder is entered in the share register as of the record date Thursday 13 August 2026. Such registration shall be temporary (so-called voting rights registration) and should be requested from the nominee in accordance with the nominee's procedures and within such time in advance as the nominee may determine. Voting rights registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Monday 17 August 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 extra 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 Monday 17 August 2026. The proxy in original and, when applicable, the certificate of registration must be presented at the extra general meeting. Certificates 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
- Opening of the meeting and election of chair of the meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the extra general meeting has been duly convened
- Incentive program for key persons
- Resolution regarding cancellation of Key Employee LTIP 2026/2029:1 and implementation of Key Employee LTIP 2026/2029:2
- Resolution regarding issue of warrants
- Resolution regarding approval of transfer of warrants
- Preparation of the incentive program etc. (informational item)
- Closing of the meeting
Proposed resolutions
Item 1: Opening of the meeting and election of chair of the meeting
The board of directors proposes that attorney-at-law Rebecca F. Sjöberg is appointed as chair of the extra general meeting, or, in her absence, the person appointed by her.
Item 3: Approval of the agenda
The board of directors proposes that the extra general meeting approve the agenda included in the notice convening the meeting.
Item 5: Determination of whether the general meeting has been duly convened
The board of directors proposes that the extra general meeting resolves that it has been duly convened in accordance with the Swedish Companies Act (2005:551) and the Company's articles of association.
Item 6.a: Resolution regarding cancellation of Key Employee LTIP 2026/2029:1 and implementation of Key Employee LTIP 2026/2029:2
Background and purpose
The board of directors proposes that the extra general meeting resolves to implement an incentive program for key persons within the Company and the group through issuance of warrants ("Key Employee LTIP 2026/2029:2") in accordance with the below.
The purpose of the proposal is to establish conditions to maintain and increase the motivation of current and future key employees, employees, consultants, and other persons performing services within the Company and the group. The board of directors finds that it is in the interest of all shareholders that key employees, employees, consultants, and other persons 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.
Cancellation of Key Employee LTIP 2026/2029:1
The board of directors further proposes that Key Employee LTIP 2026/2029:1, which was adopted by the annual general meeting on 27 April 2026, be cancelled. The reason for the cancellation is to replace Key Employee LTIP 2026/2029:1 with Key Employee LTIP 2026/2029:2 so that participants may participate under terms deemed more market based and terms more cost-efficient for the Company.
Terms for resolutions etc.
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 6.d.
A resolution in accordance with this item 6.a is conditional upon that the general meeting resolves in accordance with items 6.b and 6.c below.
Item 6.b: Resolution regarding issue of warrants
The board of directors proposes that the extra general meeting resolves to issue a maximum of 2,000,000 warrants of series 2026/2029:2, which may result in a maximum increase in the Company's share capital of EUR 462.192642. 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 the Company with the right and obligation to, on one or several occasions, transfer the warrants to participants in accordance with item 6.c.
The warrants shall be subscribed for as of 21 August 2026 up to and including 3 September 2026 on a separate subscription list, with a right for the board of directors to extend the subscription period.
The warrants are subscribed for without consideration.
Participants in Key Employee LTIP 2026/2029:2, who are employed by the Company or a company with the group, 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 acquisition of warrants, subject to continued employment at the end of the term of Key Employee LTIP 2026/2029:2.
Each warrant entitles to subscription of one new share in the Company during the period from 1 September 2029 up to and including 31 October 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 14 August 2026 up to and including 20 August 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 2026/2029:2, the purpose of which is to establish conditions to maintain and increase the motivation of current and future key employees, employees, consultants, and other persons performing services within the Company and the group. The board of directors finds that it is in the interest of all shareholders that key employees, employees, consultants, and other persons 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 extra 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 or otherwise for formal reasons.
A resolution in accordance with this item 6.b is conditional upon that the general meeting resolves in accordance with item 6.a above.
Item 6.c: Resolution regarding approval of transfer of warrants
The board of directors proposes that the extra general meeting resolves to approve that the Company may transfer a maximum of 2,000,000 warrants of series 2026/2029:2 to participants in Key Employee LTIP 2026/2029:2, in accordance with the allotment principles set out below, or otherwise dispose of the warrants to fulfill the obligations under Key Employee LTIP 2026/2029:2.
Current and future key employees, employees, consultants, and other persons performing services within the Company and the group will be offered to acquire from the Company, warrants divided into two categories as follows:
- Senior executives comprising up to two positions are each offered the opportunity to acquire not more than 50,000 warrants and in total not more than 100,000 warrants.
- Other key persons comprising up to 160 positions are each offered the opportunity to acquire not more than 75,000 warrants and in total not more than 1,900,000 warrants.
The Company shall be entitled to retain warrants that later may be offered to current (who are not acquiring their whole offered part) and future participants in accordance with the acquisition and allotment principles set out above.
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. Participants in the Key Employee LTIP 2026/2029:2 who are employed by the Company or any company within the group may be compensated by the Company or a company within the group for up to 100 percent, after tax, of the option premium.
The transfer of warrants to participants shall be conditional upon the Company and the participant entering into a warrant agreement containing, inter alia, provisions regarding transfers, repurchase in certain circumstances and other customary terms and conditions.
A resolution in accordance with this item 6.c is conditional upon that the general meeting resolves in accordance with item 6.a above.
Item 6.d: Preparation of the incentive program etc. (informational item)
Preparation, scope and costs
Key Employee LTIP 2026/2029:2 has been prepared by the board of directors and external advisors.
Transfer of the warrants shall be made at a price equal to the warrant's fair market value.
Since participants in Key Employee LTIP 2026/2029:2 who are employed by the Company or a company within the group may be compensated by the Company or company within the group 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 2026/2029:2, will amount to a maximum of approximately SEK 17 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 2025/2028:2 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 on the Company's website, www.hacksawgroup.com. No subscription or allotment in LTIP Key Employee 2026/2029:1 has been made.
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 2026/2029:2 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 in the Company), assuming full subscription and exercise of all warrants offered. The maximum dilution of Key Employee LTIP 2026/2029:2, as well as other outstanding incentive programs in the Company is estimated to be a maximum of approximately 1.12 percent, assuming full subscription and exercise of all warrants offered and outstanding.
Majority requirements
A resolution in accordance with item 6.c requires approval by shareholders representing at least nine-tenths of both the shares voted and of the shares represented at the extra 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 board of directors' complete proposals 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 extra general meeting. Copies of the documents will be sent to the shareholders who so request and provide the Company with 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 at Euroclear Sweden AB's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in July 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).