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Notice of Extraordinary General Meeting in H100 Group AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Nordic SME Sweden |
| Sektor | Finans |
| Industri | Investeringar |
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The shareholders of H100 Group AB, reg. no. 556578-5622 (“H100” or the “Company”), are hereby summoned to an Extraordinary General Meeting on 18 March 2026, at 10:00 CET, at the premises of BAHR Advokatbyrå AB, Birger Jarlsgatan 16, Stockholm, Sweden. Registration for the meeting will commence at 09:30 CET.
Right to attend
In order to attend the Extraordinary General Meeting, shareholders shall be registered in the share register kept by Euroclear Sweden AB as of 10 March 2026. Further, shareholders who wish to participate in the Extraordinary General Meeting shall give notice of participation to the Company no later than on 12 March 2026. Notice of participation can be made:
- by mail: H100 Group AB, Box 2376, SE-103 18 Stockholm, Sweden, or
- by e-mail: info@h100.group.
The notice of participation should state name, personal identification number or corporate registration number, postal address, telephone number, shareholding and, where applicable, information about any proxy or shareholder assistants at the Extraordinary General Meeting. Shareholders or their proxies may bring a maximum of two assistants, provided that their attendance is notified as above.
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the Extraordinary General Meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register kept by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 10 March 2026, voting right registrations completed by the nominee no later than on 12 March 2026 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 12 March 2026.
Proxy and proxy form
If a shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the proxy. The power of attorney must not have been issued more than one year before the date of the Extraordinary General Meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as registration certificate and other authorization documents, evidencing the authorized representative, should reach the Company at the above address no later than on 12 March 2026. A proxy form is available on the Company’s website, www.h100.group, and is upon request sent to the shareholders who provide their postal address.
Proposed agenda
- Opening of the Extraordinary General Meeting
- Election of chairman at the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or more persons to verify the minutes
- Examination of whether the meeting has been duly convened
- Resolution to amend the Articles of Association
- Determination of the number of board members and deputy board members
- Determination of fees for the Board of Directors
- Election of new board members
- Resolution on an equity incentive program, issuance of warrants and transfer of warrants
- Closing of the Extraordinary General Meeting
Proposed resolutions
Item 7 – Resolution to amend the Articles of Association
The Board of Directors proposes that the Extraordinary General Meeting resolves to amend § 6 in the Articles of Association in accordance with the below.
| Current wording | Proposed wording |
§ 6 Board of Directors The Board of Directors shall consist of no less than three (3) and no more than six (6) members with no more than two (2) deputy board members. Board members and deputy board members are elected annually at the Annual General Meeting for the period until the end of the next Annual General Meeting. | § 6 Board of Directors The Board of Directors shall consist of no less than three (3) and no more than seven (7) members without deputy members. |
Majority requirements
A valid resolution, in accordance with this item 7, requires that the resolution is supported by shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the Extraordinary General Meeting.
Item 8 – Determination of the number of board members and deputy board members
Shareholders representing more than 20 per cent of the shares and votes in the Company, including Adam Back, (the “Shareholders”) propose that the number of board members, for the period until the end of the next Annual General Meeting, shall be seven, without any deputy members.
Item 9 – Determination of fees for the Board of Directors
The Shareholders propose that the new board members shall not receive any remuneration for the mandate period until the end of the Annual General Meeting 2026.
Item 10 – Election of new board members
The Shareholders propose that Richard Byworth, Donald Ewer and Marc Syz are elected as new board members for the period until the end of the next Annual General Meeting. Furthermore, the Shareholders propose that Richard Byworth is elected as Chairman of the Board of Directors for the period until the end of the next Annual General Meeting. If the Extraordinary General Meeting resolves in accordance with the proposals, the Board of Directors will consist of Richard Byworth (Chairman), Sander Andersen, Johannes Wiik, Joakim Dahl, Florence Aspinall, Donald Ewer and Marc Syz.
Information regarding Richard Byworth
Born: 1976
Background: Richard Byworth is a Switzerland-based investment executive with more than 25 years of global experience across capital markets, alternative investments, and digital assets. He has held senior leadership roles at major international financial institutions and was previously CEO of a Nasdaq-listed digital asset group. He is widely recognized for his expertise in Bitcoin treasury strategy, capital markets structuring, and institutional governance.
Education: BA Hons, Royal Holloway, University of London.
Ongoing assignments: Board Member at Relai, Advisor at Jan3 and Board Advisor at Connecting Excellence.
Independence: Independent in relation to the Company and management. Independent in relation to major shareholders of the Company.
Shareholding: 500,000 shares.
Information regarding Donald Ewer
Born: 1970
Background: Donald Ewer has more than 25 years of senior portfolio management experience, including at some of the world’s most established hedge funds. He has managed multi-billion-dollar credit portfolios across market cycles and brings strong expertise in credit instruments, risk management, financial engineering, and governance, with experience across multiple regulatory jurisdictions.
Education: BA Hons Applied Economics (Econ, Maths, Stats).
Ongoing assignments: Director project Oranjis bitcoin lending startup in SE Asia, Non-Executive Director Etcembly UK, Director VX Pharma and Partner ALts Ventures,Director OxHealth.
Independence: Independent in relation to the Company and management. Independent in relation to major shareholders of the Company.
Shareholding: 24,000 shares.
Information regarding Marc Syz
Born: 1982
Background: Marc Syz is a Swiss national with over two decades of experience in global finance and investing. He was Co-Founder, CEO and Managing Partner of SYZ Capital and a member of the executive leadership team of SYZ Group, overseeing substantial institutional assets. He brings deep expertise in private equity, capital markets, and strategic value creation, with extensive international investment experience.
Education: Mathematics and Economics, MBA from INSEAD
Ongoing assignments: Board Member of MoneyHero
Independence: Independent in relation to the Company and management. Independent in relation to major shareholders of the Company.
Shareholding: 1,350,000 shares.
Item 11 – Resolution on an equity incentive program, issuance of warrants and transfer of warrants
The Shareholders propose that the Extraordinary General Meeting resolves on (A) an equity incentive program (the “Program”), (B) issuance of warrants of series 2026:1 to the Company, and (C) transfer for warrants of series 2026:1 to the participants in the Program, in accordance with the below.
Background, motives and summary
In order to further drive the growth of the Company and attract talent to the H100 group, the Shareholders propose to introduce an equity incentive program in line with similar companies. The motives for the proposal are to contribute to the ability to retain and attract qualified personnel and to increase motivation for certain key employees and consultants in the H100 group by becoming involved and working to create long-term value creation and increased shareholder return during the period covered by the Program.
Given the conditions, the size of the allocation, and other circumstances, the Shareholders believe that the Program, as outlined below, is reasonable and beneficial for the Company and its shareholders.
The Program consists of two components: (i) a short-term incentive (“STI”) component based on key performance indicators which must be met no later than 1 September 2026, requiring either (a) a capital raise in the Company of at least EUR 10 million, or (b) a sustained multiple on the net asset value of the Company’s Bitcoin holdings of at least 1.1, calculated as the Company’s stock price multiplied by the basic share count, divided by the Bitcoin net asset value, with the stock price determined as the volume-weighted average price of the Company’s shares over a continuous one-month period; and (ii) a long-term incentive (“LTI”) component with a three-year vesting period, conditional upon the achievement of certain key performance indicators to be determined annually by the Board of Directors of the Company. The Program shall comprise up to 4 per cent of the Company’s fully diluted share count as of the date of this notice to the EGM, of which the STI component shall comprise up to 2 per cent and the LTI component shall comprise up to 2 per cent. The participants receive STI and LTI performance share rights free of charge, which upon allocation entitles them to receive warrants free of charge, subject to fulfilment of the key performance indicators and continued employment or consultancy assignment with the H100 group. Each warrant entitles the participants to subscribe for one new share in the Company at a price corresponding to the quota (par) value of the share at the time of subscription such share (currently SEK 0.10).
A. The Shareholders’ proposal for implementation of the Program
The Shareholders propose that the Extraordinary General Meeting resolves to implement the Program in accordance with the following.
Allocation of the performance share rights shall be made to certain key employees and consultants in the H100 group in accordance with the below.
| Name | No. of STI performance share rights | No. of LTI performance share rights |
| Richard Byworth | 1,805,850 | 1,805,850 |
| Marc Syz | 1,805,850 | 1,805,850 |
| Donald Ewer | 902,925 | 902,925 |
| Sander Andersen | 1,805,850 | 1,805,850 |
| Johannes Wiik | 902,925 | 902,925 |
| Total | 7,223,400 | 7,223,400 |
Application to participate in the Program must be received by the Company no later than 31 March 2026 and the board of directors of the Company shall resolve on allocation of the performance share rights no later than 7 April 2026.
The board of directors of the Company may, in extraordinary circumstances (for example, but not limited to, if application is not possible/inappropriate according to/in light of the Market Abuse Regulation), extend the application period. If this occurs, the vesting period will be postponed accordingly.
Vesting of performance share rights
STI performance share rights
The STI performance share rights vest upon the earlier of (a) a capital raise in the Company of at least EUR 10 million, or (b) a sustained multiple on the net asset value of the Company’s Bitcoin holdings of at least 1.1, calculated as the Company’s stock price multiplied by the basic share count, divided by the Bitcoin net asset value, with the stock price determined as the volume-weighted average price of the Company’s shares over a continuous one-month period (the “STI Vesting Event”). The STI Vesting Event must occur no later than 1 September 2026. Further, vesting of STI performance share rights requires that the participant's employment or consultancy assignment with the H100 group has not ended or been terminated.
LTI performance share rights
The LTI performance share rights vest during the period from the allocation day of the LTI performance share rights until the day that falls three years later (the “LTI Vesting Period”). 1/3 of the LTI performance share rights vest on each anniversary of allocation, provided that (i) the participant's employment or consultancy assignment with the H100 group has not ended or been terminated, and (ii) certain key performance indicators have been met. The key performance indicators shall be determined by the Company’s board of directors and shall be designed to closely align the participants in the program with the interests of the shareholders, including, by way of example, capital raised on accretive terms, growth in the Company’s Bitcoin holdings, and the achievement of strategic milestones as determined by the Board of Directors. The key performance indicators and the target levels shall be determined annually by the board of directors. The Company shall provide information to the shareholders regarding determined key performance indicators, target levels and to what extent the key performance indicators have been achieved after the end of the LTI Vesting Period.
The reason for the term of the Program
The reason why the term of the Program is partly shorter than three years is that the Company, in the near term, is entering a phase with several important milestones that are critical to its short- and long-term development, and the Program is therefore designed both to retain current key employees and to attract individuals with institutional-level expertise who can support the Company in achieving these upcoming critical milestones. According to the Shareholders, it is therefore in the interest of the Company and its shareholders to apply a vesting period partly shorter than three years.
Additional information about the Program
Vesting accelerates, under certain conditions, if a merger is carried out in which the Company merges into another company or in the event of a public takeover offer for all shares in the Company in which more than 90 per cent of the shares in the Company are acquired by the bidder, including shares acquired by the bidder or a person related to the bidder, outside, but in connection with, the offer.
Participants can exercise allocated and vested STI performance share rights during a period of three months from the STI Vesting Event.
Participants can exercise allocated and vested LTI performance share rights during a period of three months from the day that falls three years from allocation of the LTI performance share rights.
Each vested and allocated performance share right entitles the participant to receive one warrant of series 2026:1 free of charge, which entitles them to subscribe for one new share in the Company at a price corresponding to the quota (par) value of the share at the time of subscription of shares (currently SEK 0.1). The number of shares in the Company that each warrant of series 2026:1 entitles to subscribe may be subject to recalculation due to a bonus issue, split, rights issue, and similar measures, whereby the recalculation conditions in the complete warrant terms shall apply.
The conditions for participation in the Program shall be regulated in separate agreements with each participant. The board of directors shall be responsible for the design and management of the Program within the framework of the above-mentioned main conditions.
B. The Shareholders’ proposal for the issuance of warrants of series 2026:1
To enable the Company's delivery of warrants, and indirectly shares, under the Program, the Shareholders propose that the Extraordinary General Meeting resolves on the issuance of a maximum of 14,446,800 warrants of series 2026:1. The right to subscribe shall, with deviation from the shareholders' preferential rights, accrue to the Company. The reasons for the deviation from the shareholders' preferential rights are to enable the delivery of warrants and indirectly shares in the Company to participants in the Program. The warrants shall be issued free of charge. Each warrant shall entitle the subscription of one share in the Company during the period from the day of registration of the issuance resolution with the Swedish Companies Registration Office until 7 July 2029. The subscription price per share shall correspond to the quota (par) value of the share at the time the shares are subscribed. Subscription of the warrants shall take place within four weeks from the day of the Extraordinary General Meeting. The Board of Directors has the right to extend the subscription period. Over-subscription cannot be made.
If all warrants are exercised for subscription of shares, the share capital will increase by SEK 1,444,680. The shares that have been added due to subscription with the support of the warrants shall entitle to dividend for the first time on the record date for dividend that occurs closest after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register with Euroclear Sweden AB.
Other conditions for the warrants are stated in the complete terms for the warrants. The terms include, among other things, customary recalculation principles.
C. The Shareholders’ proposal for the approval of the transfer of warrants of series 2026:1
The Shareholders propose that the Extraordinary General Meeting resolves to transfer a maximum of 14,446,800 warrants of series 2026:1 free of charge to participants or otherwise to third parties, to deliver shares to participants in accordance with the conditions in the Program in connection with the exercise of earned performance share rights in accordance with the Program and the conditions stated in section A. The board of directors shall not have the right to dispose of the warrants for any other purpose than to secure the Company’s commitments under the Program.
Previous incentive programs in the Company
There are currently no other outstanding share-related incentive programs in the Company.
Dilution effect
The Shareholders’ proposal for the resolution on the issuance of warrants of series 2026:1 entails a dilution effect corresponding to a maximum of approximately 4 per cent of the shares and votes in the Company if all warrants are exercised. Remaining warrants shall be cancelled and thus will not cause any dilution for the shareholders.
Estimated costs for the Program
The Shareholders’ assessment is that the Program will incur costs mainly related to administration, accounting, and expenses recognized under IFRS 2. In addition, the Program may give rise to salary-related costs and social security contributions for participants who are classified as employees at the time of exercise.
The costs for the Program, which are reported over the income statement, are calculated in accordance with the accounting standard IFRS 2 and are recognized over the vesting period. The calculation has been carried out based on the following assumptions: (i) 100 percent of the maximum number of performance share rights are granted to participants, (ii) an annual staff turnover of zero percent during the term, (iii) that 100 percent of the maximum number of performance share rights vest during the term, and (iv) that the share price at the participants’ allocation of warrants of series 2026:1 amounts to SEK 1.40. In addition, the costs for the Program are based on the Program covering five (5) participants.
The total estimated costs for the Program according to IFRS 2 amount to approximately SEK 20.2 million. These costs are recognized in the income statement over the vesting period and apply to all participants in the Program, irrespective of whether they are employees or independent consultants.
The costs for social security contributions are estimated to amount to approximately SEK 6.9 million, based on the above assumptions and assuming an illustrative annual share price increase of approximately 20 percent, solely for the purpose of estimating potential social security contributions during the Program term, and an estimated employer social security contribution rate of approximately 20 percent. The assumed annual increase in the share price is for illustrative purposes only and is not intended to be a forecast.
The estimated average annual costs amount to approximately SEK 6.7 million, including social security contributions.
All calculations above are preliminary and are only intended to provide an illustration of the costs that the Program may incur. Actual costs may therefore differ from what is stated above.
Effects on key figures
The Group’s equity as of 30 September 2025 amounted to approximately SEK 887.9 million. The total estimated costs for the Program in accordance with IFRS 2, amounting to approximately SEK 20.2 million under the assumptions stated above, correspond to approximately 2.2 percent of the Group’s equity. The costs will be recognized in the income statement over the vesting period in accordance with IFRS 2.
All calculations above are preliminary and are only intended to provide an illustration of the effects the Program may have on key figures. Actual effects may differ from what is stated above.
Preparation of the proposal
The proposal has been prepared by the Shareholders together with external advisors. No key employee or consultant who may be covered by the Program has participated in the design of the conditions therefore.
The Shareholders’ proposal to approve the Program in accordance with section A, the issuance of warrants of series 2026:1 in accordance with section B and the transfer of warrants in accordance with section C, constitutes a combined proposal and shall be decided as one resolution.
Majority requirements
A valid resolution, in accordance with this item 11, requires that the resolution is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of the shares represented at the Extraordinary General Meeting.
Number of shares and votes in the Company
At the time of issuance of this notice, the total number of shares in the Company, as well as the total number of voting rights, amounts to 335,250,237. The Company holds no treasury shares.
Shareholders’ right to receive information
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information at the Extraordinary General Meeting about circumstances that may affect the evaluation of an item on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
Available documents
Complete proposals, other documents in accordance with the Swedish Companies Act and the proxy form will be available at the Company and on the Company's website, www.h100.group, at least two weeks prior to the meeting. Copies of the documents will be sent free of charge to the shareholders who request the company to do so and provides their postal address. The documents will also be available at the Extraordinary General Meeting.
Processing of personal data
For information about how your personal data are processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
______________________
Stockholm in February 2026
H100 Group AB
The Board of Directors