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 Friday
ii. notify the Company of their participation and any assistants (no more than two) no later than on Tuesday
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 Friday
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
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 Baker & McKenzie Advokatbyrå KB, Attn:
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
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 Tuesday
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
Resolution regarding implementation of an incentive program for key employees
Resolution regarding issue of warrants
Resolution regarding approval of transfer of warrants
Preparation of the incentive program etc. (it is noted that this is not an item of resolution)
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
Item 6: Resolution regarding implementation of an incentive program for key employees
Background and purpose
The board of directors proposes that the extra general meeting resolves to implement an incentive program for key employees within the Company and the group through issuance of warrants ("Key Employee LTIP 2026/2029:2") 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.
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 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.
Resolutions in accordance with item 6, including item 6.a and item 6.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 6.c.
Item 6.a: 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
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 2026/2029:2, and the Company with the right and obligation to, at one or several occasions, transfer the warrants to participants in accordance with item 6.b.
The warrants shall be subscribed for as of
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 Key Employee LTIP 2026/2029:2 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 2026/2029:2.
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:
Senior executives comprising up to two positions are each offered the opportunity to subscribe for not more than 50,000 warrants and in total not more than 100,000 warrants.
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 1,900,000 warrants.
Payment for subscribed warrants issued for payment shall be made in cash no later than on
Each warrant entitles to subscription of one new share in the Company during the period from
The subscription price per share shall be determined to an amount equal to 150 percent of the volume weighted average price at
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
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 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 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,
Item 6.b: 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 or otherwise dispose of the warrants to fulfill the obligations under Key Employee LTIP 2026/2029:2.
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 6.a.
Notification to acquire warrants shall be made during the period from
Transfer of warrants of series 2026/2029:2 shall be made no later than on
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 6.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 2026/2029:2 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
Since participants in the Key Employee LTIP 2026/2029:2 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 2026/2029:2, will amount to a maximum of approximately
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. The Company has recently repurchased, and will cancel, all outstanding warrants in LTIP 2025/2030:1 and LTIP 2025/2030:2. No subscription or allotment in LTIP 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 (excluding the repurchased warrants under LTIP 2025/2030:1 and LTIP 2025/2030:2) 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 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
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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The board of directors
For more information, please contact:
E-mail: ir@hacksawgroup.com
About Hacksaw
Attachments
NOTICE OF EXTRA GENERAL MEETING IN HACKSAW AB
SOURCE: Hacksaw
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