Annual report
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Annual Report 2025 ” Building momentum”
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Table of content 3 Haypp Group at a glance 5 2025 in figures 6 CEO statement 8 Strengths and competitive advantages 10 Regulatory environment 12 Market trends and dynamics 14 Business concept and operations 17 Review of reporting segments 18 The share and shareholders 19 Key ratios 20 Corporate Governance 23 Board of Directors 24 Executive management 25 Director’s report 29 Consolidated income statement 30 Consolidated statement of comprehensive income 31 Consolidated balance sheet 33 Consolidated statement of changes in equity 34 Consolidated statement of cash flows 35 Notes to the financial statements 61 Parent Company income statement 62 Parent Company balance sheet 64 Parent Company’s statement of changes in equity 65 Parent Company’s statement of cash flow 66 Notes to the financial statements of the Parent Company 70 Signatures from the Board of Directors 71 Auditor’s report 73 Definitions of alternative performance measures 75 Reconciliation of alternative performance measures 77 AGM information Financial calendar May 7, 2026 Interim report for January–March 2026, Q1 May 20, 2026 Annual shareholders’ meeting 2026 August 13, 2026 Interim report for January–June 2026, Q2 November 6, 2026 Interim report for January–September 2026, Q3 Haypp Group is leading the global shift from smoking to reduced risk alternatives. With roots in the pioneering smoke-free alternative markets of Scandinavia, Haypp uses its regulatory expertise and e-commerce leadership to bring compelling value to over 1.1 million consumers. Operating through eleven distinct e-commerce brands, the Group is active in six countries in Europe and the USA. Haypp Group | Annual Report 2025 2
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With eleven e-commerce store brands, Haypp Group is present in six countries in Europe and the USA. The group is headquartered in Stock- holm, employs close to 300 full-time employees, and reported net sales of SEK 3.8bn in 2025. Vision and values Society is calling for a transformation of the tobacco and nicotine industry. As a result of its success in Scandi- navia and continued expansion into new markets, Haypp Group is in a unique position to help drive this change. Haypp Group’s vision is to put the consumer first. The Group engages with consumers every day to understand their needs and desires, and knows them better than any other player in the industry. The Group’s mission is to provide consumers with the best possible products on the market, while operating with the highest standards of integrity and business ethics in accordance with applicable regulations. Business model At Haypp Group, the consumer is always the primary focus. The Group’s business model begins with man- aging the consumer experience, advocating for lower-risk smoke-free alternatives, and helping its broad consumer base find the most suitable solutions through the Group’s online stores. This approach provides a more comprehensive understanding of the consumer journey in a new way. Haypp Group shares this knowledge with the wider industry to create high-quality products, deliver attrac- tive product offerings, and further enhance the consumer experience. The Group’s solid and scalable business model has proven success- ful, resulting in a steadily increasing number of loyal consumers. This loy- alty directly translates into increased sales, with tobacco-free nicotine pouches growing faster than the rest of the market. Sustainability is an integral part of the Group’s business model, built on five strategic sustainability areas. The company’s contribution to sustainability, well-being, and society goes hand in hand with its business success—the better the company performs, the greater the positive impact on society as a whole. Haypp Group at a glance Haypp Group is an e-commerce company leading the global shift from smoking to reduced-risk product (RRP) alternatives. With its origins in Scandinavia, Haypp Group has leveraged its leading position, together with its regulatory, category and e-commerce expertise, to create value for more than 1.1 million consumers in 2025. THE GROUPS FINANCIAL T ARGETS 2028 The Board of Haypp Group has established the following Financial Targets for 2028: Sales Revenue growth range CAGR of 18–25 per cent annually. Profitability Adjusted EBIT margin of 5.5 percent +/–150 basis points. Dividend policy The Board of Haypp Group expects to reinvest cash flows into the company’s continued expansion, and does not expect to pay dividend. A SUST AINABLE BUSINESS MODEL Haypp Group | Annual Report 2025 3
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Sustainability area Target Measure Full- Y ear 2025 Full- Y ear 2024 Health Contribution Grow customers of harm reduced products Number of purchasing customers 1,088,383 1,146,126 Insights for all Enlightened people & public for awareness and understanding Number of visits to editorial material, facts and reports 2,194,216 4,768,897 Sustainable innovation for growth and development Quality assurance & Product development Share of relevant portfolio tested & according to standard 81% 100% Best place to work Great employer Employee satisfaction in percent 80% 80% Business Ethics Delivering on the customer promise Rate of customer satisfaction 73.0 67.0 Continuous pursuit of sustainability Haypp Group’s sustainable business model makes sure that the business and operations are clearly related to the five strategic areas of sustainabil- ity and vice versa, so that sustainabil- ity is incorporated into the business actions. Haypp Group reports on each of the five areas and uses a scorecard to follow certain metrics. Below is a selection from the scorecard with one metric per area which will be reported on a quarterly basis. For more detailed information, please refer to Haypp Group’s annual Sustainability Report which is available on the website. Haypp Group | Annual Report 2025 4
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FULL-YEAR 2025 • Net sales increased by 5 percent to SEK 3,848.9mn (3,679.8). Excluding currency effects, organic sales growth1) amounted to 7 percent. • 13 percent volume growth in the nicotine pouch category for the full year. • The gross margin1) amounted to 18,5 percent (15.0). • Adjusted EBITDA1) amounted to SEK 238.7mn (205.8), corresponding to an adjusted EBITDA margin1) of 6.2 percent (5.6). • Adjusted EBIT1) amounted to SEK 150.7mn (134.5), corre- sponding to an adjusted EBIT margin1) of 3.9 percent (3.7). • Operating profit1) totaled SEK 58.4mn (64.2), including items affecting comparability1) of SEK -52.6mn (-30.4). • Profit for the full year amounted to SEK 42.5mn (45.0). • Earnings per share before dilution amounted to SEK 1.39 (1.51). • Cash flow from operating activities amounted to SEK 140.0 (194.6). • Net debt/Adjusted EBITDA1) L TM amounted to 0.6x compared to 0.8x for the full year 2024 • Number of orders decreased to 4,922 thousand (4,946) with an average order value of SEK 697 (690). • Active consumers were 1,131 thousand (1,146) at the year-end. • The Board of Directors proposes to the general meeting that no dividends will be paid for 2025. 2025 in figures SEK mn 2025 2024 Net sales 3,848.9 3,679.8 Net sales growth1), % 4.6 16.2 Gross margin1), % 18.5 15.0 Adjusted EBITDA1) 238.7 205.8 Adjusted EBITDA margin1), % 6.2 5.6 Adjusted EBIT1) 150.7 134.5 Adjusted EBIT margin1), % 3.9 3.7 Items affecting comparability1) –52.6 –30.4 Operating profit/loss1) 58.4 64.2 Profit/loss for the period 42.5 45.0 Earnings per share before dilution, SEK 1.39 1.51 Cash flow from operating activities 140.0 194.6 Number of orders, thousand 4,922 4,946 Average order value, SEK 697 690 Active customers, thousand 1,131 1,146 1) For definitions of key ratios and reconciliation of Alternative Performance Measures, see pages 73–76. YEARL Y OVERVIEW SEK mn % 0 1,000 2,000 3,000 4,000 2025202420232022 0 1 2 3 4 Net sales Adjusted EBIT margin KEY RA TIOS 2025 Net sales SEK 3,849mn Adjusted EBIT SEK 151mn Adjusted EBIT margin 3.9 % Haypp Group | Annual Report 2025 5
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Building momentum In 2025 Haypp Group strengthened its foundations for sustained topline growth, finishing the year with strong momentum across its business, despite challenges in the key US market in the first three quarters of the year. The Group exited 2025 achieving over SEK1bn in quarterly net sales for the first time with nicotine pouches (NP) accounting for 67% of Group volume in Q4 2025. This sales growth was underpinned by increases in new consumers and further retention rate improvement, while also expanding Haypp’s gross margin substantially. Favourable US regulatory devel- opments for a continuing pipeline of authorised innovative NPs, high confidence in the category’s poten- tial across other markets and the pivotal role of e-commerce reinforce our high confidence in meeting our targets for 2028 as laid out in our April 2025 Capital Markets Day. Key developments Sales and volume Reported sales for Haypp increased by 5% for 2025 and 7% in constant currency (cc), as Haypp’s US opera- tions were limited by the shortage of the market leading brand Zyn, which was resolved in late Q3 2025. With a full product assortment, in Q4 2025 the Group delivered reported year- over-year (yoy) sales growth of 15% (19% cc) and a 41% yoy reported sales increase in its Growth segment with the Core segment growing sales 6% yoy on a reported basis. This growth was driven by an all-time high in Group active consumers of 630,000 in Q4 2025, driving NP volume growth of 97% and 73% year for the US and UK markets respectively. Margins Throughout 2025 Haypp delivered steady gross margin expansion, with the 2025 gross margin increasing 3.4 percentage points (ppt) largely driven by its Media & Insights and scale ben- efits with gross profit rising 29% yoy. The gross margin expansion slowed in Q4 2025 as the Group invested into the US consumer offer, investment that will continue as Haypp seizes the opportunity created by FDA’s pilot program for accelerated, innovative NP authorisations. Adjusted EBIT grew 12% yoy in 2025, with adjusted EBIT margins expand- ing in 2025 by about 0.2 ppt, affected by mostly by investments into over- heads and increased European PR efforts. Overheads as a percentage of net sales in 2025 increased to 12.4% from 9.5% in 2024, up 37% yoy. Over the course of 2025 and in anticipation of the increasingly positive US market momentum, the Group increased the size of its US team, adding key capabilities in areas such as legal, reg- ulatory affairs and finance. Haypp also implemented planned management responsibility changes to better seize the US and UK opportunities, with the UK expected to become the largest in Europe by 2030. The Group expects that as sales growth momentum continues over the coming years the overhead proportion of net sales will decline. Technology In Q1 2025 Haypp successfully imple- mented new ERP and middleware solutions and continued its European e-commerce platform migration, which was completed in Q4 2025. This work further enhances Haypp’s Growth was driven by an all-time high in Group active consumers of 630,000 in Q4 2025. Gavin O’Dowd President and CEO Haypp Group | Annual Report 2025 6 CEO statement
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scale advantages and increases our ability to quickly rollout out improve- ments across the Group. Regulation and litigation For a detailed analysis of the regula- tory environment and Haypp litigation please see the separate Regulatory Update section. 2026 Outlook Haypp Group expects the accelerat- ing sales growth achieved at the end of 2025 to continue, underpinned by the supportive market conditions and investment to drive increased consumer acquisition in the US and UK markets. As the Group’s volumes scale, we expect that margins will move upward in line with our long- term 2028 guidance. These investments are guided in part by an in-depth analysis of the US offline market conducted at the end of 2025, that reinforced our conviction of the substantial opportunity and helped us refine tactics and strate- gies. We believe the conditions in the Growth segment are optimal and the Group intends to accelerate topline growth rates significantly throughout 2026, beyond those implied by the benefit of a full assortment in the US. Demand for our Media & Insights offering increased substantially, boosted by our continually enhanced capabilities. Robust agreements for calendar 2026 Media & Insights, combined with pricing support from brand owners underpin Haypp’s determination to provide the most compelling value for consumers across its markets. Gavin O’Dowd President and CEO Haypp Group expects the accelerating sales growth achieved at the end of 2025 to continue. Haypp Group | Annual Report 2025 7 CEO statement
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Strengths and competitive advantages Haypp Group believes that it will be able to maintain its strong market position through a number of strengths and competitive advantages. Haypp is the undisputed global online market leader – with an outstanding value proposition and a loyal customer base Haypp Group is a leading e-com- merce player in the online nicotine pouch and snus market in its Core markets, with around 85 percent market share. In its Growth markets, Haypp Group has around 75 per- cent market share in the US and 30 percent in Rest of Europe. The strong market position in the Core mar- kets Sweden and Norway has been achieved by continuously refining the model to attract and retain customers in this category. The company’s mar- keting efforts are primarily tailored to attract customers organically through non-paid search engine results, such as Google, as well as word-of-mouth recommendations. The goal is always to be the final destination to which search engines direct traffic. Besides being a large e-commerce player with reach across Europe and the US, Haypp Group’s value proposition to its customers consists of: • A wide assortment, with over 3,500 SKUs (Stock Keeping Units), cor- responding to around eight times more SKUs than an average physical store. The assortment is also contin- uously updated with new products to remain at the forefront of the market’s new product innovations. • Compelling prices, with prices that are approximately 40 percent lower than convenience stores and 20 percent lower than grocery stores. • Convenient ordering and delivery options, offering seamless age ver- ification on websites and last mile deliveries in larger cities. Together with accessible customer service and proactive customer engage- ment, this creates the conditions for high customer satisfaction. Haypp Group’s share of net sales from returning customers amounted to over 90 percent in 2025, indicating strong customer loyalty. First-mover in a market undergoing a structural shift There is a strong underlying demand for reduced-risk products (RRPs) as customer preferences are shifting towards new products with lower risks relative to cigarette smoking and which also carry no social stigma. The market dynamics are in Haypp Group’s favour, as nicotine pouches with a fresh taste, no smell and no discolouration of teeth have become one of the most popular products within the reduced-risk category. This shift is further strengthened by legislation moving in the same direction, i.e. towards harm reduc- tion rather than reduced product usage. Similar shifts can also be seen in the product offerings of larger tobacco companies. Today, all global tobacco manufacturers have begun communicating strategies focused on reduced-risk products, such as heat-not-burn products (HnB), vaping products and oral nicotine. In addition, Haypp Group believes that the Group will benefit from its first-mover advantage in the online channel, supported by the ongo- ing transition from offline to online sales. Globally, online penetration for nicotine pouches and snus is just over 5 percent. Haypp Group believes the category has opportunities to gain even higher market shares online due to its e-commerce friendly charac- teristics, including uniform package sizes that are easy to ship and high purchase frequency with low return rates. Scalable business model Haypp Group is well positioned to benefit from emerging opportunities in adjacent markets, supported by the company’s proven business model, which can efficiently be applied in new markets and to reduced-risk products. The core needs of custom- ers remain unchanged and focus on key factors such as price, assortment and convenience. The ability to scale Haypp Group | Annual Report 2025 8
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not only enables Haypp Group to strengthen these advantages, but also improves SEO performance. This creates a positive feedback loop, where improved performance in these areas further strengthens the company’s market position. Through this strategic approach, Haypp Group can continue to expand its reach and impact, meet customer needs more effectively and secure a competitive advantage in the market. Compelling Media & Insights offering strengthens relationships with suppliers Due to the attractive characteristics of Haypp Group’s consumer base (age profile, gender balance and premium focus), there is strong demand from suppliers to market their products on Haypp’s sites (Media) and to under- stand what consumers choose, and why, through their revealed prefer- ences (Insights). This ability to analyse consumer actions over time is also an important factor in why suppliers test and launch new products on Haypp Group’s platforms. Extensive experience of navigating and influencing the complex regulatory environment Haypp Group believes that the Group’s ability to proactively identify, navigate and influence upcoming regulation has constituted a strong basis for its competitiveness. Utilis- ing Haypp Group’s knowledgeable in-house legal and regulatory team, risks and opportunities have been identified and the business has been adapted to benefit from them. Exam- ples of Haypp Group’s experience of navigating the regulatory environ- ment include the standards for nico- tine pouches established in Sweden and the UK based on Haypp Group’s product and marketing standards, and the ability in the US to adapt sales at state and city level in accordance with applicable regulation at all levels. Track-record of strong growth resulting in economies of scale In 2025, Haypp Group recorded net sales of SEK 3.8 billion, corre- sponding to a CAGR of 17 percent between 2020 and 2025. Net sales growth has mainly been driven by an increased number of new customers, an increase in the average number of orders per customer and an increased average basket size. The Group’s growth has resulted in economies of scale, part of which has been passed on to customers in the form of improved customer offerings. Gross margin has increased steadily from 13.0 percent in 2020 to 18.5 percent in 2025. Haypp Group has improved its adjusted EBIT margin from 2.2 percent in 2020 to 3.9 per- cent in 2025, mainly driven by econ- omies of scale and the continued growth of nicotine pouches in the US and Europe. Management team with extensive experience and deep expertise within the industry The Group is led by a management team with sector-specific expertise in both e-commerce and tobacco – par- ticularly nicotine pouches and snus. The full workforce is united behind Haypp Group’s vision of putting the consumer first, which results in high scores from employees in workplace satisfaction and happiness. Haypp Group has historically maintained low employee turnover. Haypp Group | Annual Report 2025 9 Strengths and competitive advantages
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Regulatory environment In addition to consumer behavior increasingly shifting toward alternatives to cigarettes, legislation is also moving in the same direction, and regulation is an important driver of product development. Legislation Favors Nicotine Pouches Current and future regulations affect many aspects of Haypp Group’s oper- ations. Haypp Group must comply with, and is impacted by, extensive and complex laws and regulations at national, regional, and local levels. These regulations concern, among other things, marketing, packaging and health warning requirements, the use of ingredients, the introduction of new products, and statutory minimum age requirements for the purchase and use of nicotine and tobacco products. The purpose of tobacco legislation is focused on improving public health and is influenced by two main philos- ophies: • Reduce the total consumption of tobacco and nicotine • Reduce the harm caused by tobacco and nicotine consumption Regulatory Developments The reduced-risk product (RRP) cate- gory and the nicotine pouch segment faced several potential regulatory challenges in 2025. Haypp Group’s assessment is that, in order to achieve the most favorable timing, the Euro- pean Commission will present a strict proposal in 2027—later than previ- ously communicated for the upcom- ing review. Haypp Group expects that the pro- posal will be moderated by both the European Parliament and the Euro- pean Council. This view is supported, among other things, by the strong positions expressed by EU Member States regarding new nicotine prod- ucts ahead of COP11 in autumn 2025. The increasing divergence among Member States is likely to lead to an increasingly softer stance toward nicotine pouches (NP) in TPD3, in line with Haypp Group’s previous commu- nications. We also expect the EU’s Tobacco Tax Directive to undergo continued significant revision in the coming year as the various proposed measures are negotiated among Member States. At the EU level, taxation of nicotine pouches in 2032 is expected to cor- respond to the Swedish taxation of snus and nicotine pouches, including today’s CPI adjustment. However, various regulatory rumors are expected during the European Commission’s public consultation processes. Haypp Group closely monitors European regulatory developments for nicotine pouches and continuously informs relevant stakeholders. Preventing Y outh Access Switzerland’s new legislation to protect young people will come into force from 2027, with historic sup- port from Haypp Group. The legis- lation will benefit online sales due to enhanced security and identity verification capabilities. The UK Parliament is expected to adopt legislation aimed at minimiz- ing youth appeal and introduction to nicotine by summer 2026. It remains Relative risk of nicotine product categories % risk of cigarette smoking Source: Murkett R, Rugh M and Ding B. Nicotine products relative risk assessment: an updated systematic review and meta-analysis [version 2]. F1000Research 2022, 9:1225 (doi:10.12688/f1000research.26762.2) Haypp Group’s offering 0 20 40 60 80 100 Smoke-free nic pouches non-tob with low toxicity Nicotine vaping Heat- not- Burn SnusUS MIST US chewing tob. CigarsSmokeless tob. (RoW) Water pipe tob. CigarillosBidisCut tob.Cigarettes Haypp Group | Annual Report 2025 10
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unclear how the UK government will handle the expanded mandate it is expected to receive from Par- liament, as regulatory drafting work is still ongoing. However, several key elements for Haypp Group are expected to be implemented, such as a ban on marketing targeting young people, licensing requirements, and reasonable nicotine limits to ensure products remain attractive to former smokers. No major changes are expected at the federal level in the United States. During 2025, Haypp Group made sig- nificant investments in strengthening its capabilities in the U.S. to monitor and influence developments at the state level. In 2026, this will enable the company both to enter new states and to adapt in a timely manner to regulatory changes. Increased Government Interest in Harm Reduction Worldwide Haypp Group remains positive that the EU will introduce favorable reg- ulations for RRP. We have noted that a growing number of authorities in European markets advocate regu- lating new nicotine products from a harm-reduction perspective. In Sweden, revised CPI targets for the adopted ANDTS strategy were approved, and from 2027 the tax on smoked tobacco was increased, while nicotine pouches and snus were excluded—both measures in line with harm-reduction principles. In Austria, nicotine pouches were incorporated into tobacco legislation, making sales by operators outside the national monopoly impossible. In Norway, a ban on cross-border distance sales was introduced—something Haypp Group has long advocated. Outside Haypp Group’s markets, Japan, New Zealand, and Saudi Ara- bia are achieving remarkable success in reducing smoking with the help of various reduced-risk products, along- side historically recognized countries such as Sweden, the UK, and the United States. Important Role of Regulatory Compliance Haypp Group recently conducted its annual product quality review. Product testing was carried out in December 2025 by the independent laboratory Eurofins. Overall, prod- uct compliance in our portfolio is exceptionally high, as all products are included in our testing procedures. For producers, the tests function as a mark of quality. In 2025, the consoli- dated test results page nicoleaks.com was visited by 1,077 unique compa- nies, authorities, and universities. If deficiencies are identified, we initiate dialogue and work with the producer to further develop the products. Haypp Group is also strengthening its ability to assist other e-commerce retailers in complying with applica- ble regulations. Several initiatives were undertaken in 2025, with more planned for 2026, thereby securing the online sales channel for nicotine products in order to convert legal-age smokers to safer alternatives. Several roadshows were conducted during 2025 and in early 2026 within the framework of compliance and “legal access only.” Disputes In autumn 2025, Haypp Group announced a settlement in the San Francisco dispute. This settlement removes uncertainty regarding dis- putes in the United States. The dispute in Sweden continues, with a resolution timeline expected no earlier than after the summer. As previously communicated, Haypp Group does not anticipate any signif- icant impact on operations or profit- ability, regardless of the outcome. Haypp Group | Annual Report 2025 11 Regulatory environment
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Market trends and dynamics The market for nicotine pouches continues to grow, driven by a shift toward reduced- risk products, increased consumer adoption, and strong structural growth drivers within the online channel. Market shift towards reduced risk nicotine products The global nicotine market continues to shift away from combustible prod- ucts toward reduced risk alternatives, including nicotine pouches. In Haypp Group’s Core and Growth markets, the combined market size for nicotine pouches is expected to grow over the coming years, predominantly in the Growth segment lead by the US mar- ket. The growth foreseen is supported by both increasing consumer adop- tion. The online segment is expected to grow faster than the total market, reflecting increasing consumer pref- erence for price transparency, broader assortment and convenience. Online penetration: mature Core markets, significant Growth market opportunity Online penetration for nicotine pouches differs materially across geographies. In Sweden and Norway, online pen- etration is already high, at approx- imately the mid 30 percent range, reflecting a mature e commerce mar- ket with well established consumer behaviour. As a result, incremental growth in these markets is expected to be driven primarily by category growth and share shifts rather than further structural migration to online channels, implying a more limited long term penetration upside. In contrast, the US and the UK repre- sent a substantial structural oppor- tunity. Online penetration remains low, at approximately 2.5 percent in the US and around 10 percent in the UK, despite strong overall category growth. In these markets, nicotine pouch usage is still in an earlier phase, characterised by lower daily con- sumption per user and ongoing con- sumer education. As familiarity with the product increases, daily usage and repeat purchasing are expected to rise over time, supporting both vol- ume growth and accelerating migra- tion toward online channels. This dynamic creates a long runway for growth in e commerce penetration in Haypp Group’s key Growth markets. Increasing supplier fragmentation, driven by US regulatory developments The nicotine pouch category has become increasingly fragmented over time. While the category ini- tially consisted of a limited number of smaller suppliers, all major global tobacco and nicotine players have now entered the market, alongside a growing number of innovative smaller brands. This trend is particularly pronounced in the US, where recent FDA Mar- keting Granted Orders (MGOs) have materially reshaped the competitive landscape. Following the first MGO approvals, multiple manufacturers have launched or are preparing to launch newly authorised products, including next generation pouch for- mats. These approvals have lowered regulatory uncertainty for compli- ant products while simultaneously increasing competition, as additional suppliers gain market access. As a result, the US market has seen accel- erating fragmentation, with market share shifting away from a single dominant player toward a broader set of brands. Global market for nicotine pouches and snus EUR bn1) 0 2 4 6 8 10 12 2028E2027E2026E2025E202420232022202120202019201820172016 CAGR +23% –5% +25% CAGR +20% CAGR 2024–28 Source: Company information, Arthur D. Little. 1) EUR/SEK as of April 2026. Haypp Group | Annual Report 2025 12
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Importantly, the MGO framework reinforces high regulatory and com- pliance requirements for online sales, including age verification, marketing restrictions and reporting obligations. This favours established, compliance driven e commerce operators and increases barriers to entry for less sophisticated competitors, particu- larly in the online channel Competitive landscape and structural advantages of online The market for reduced risk prod- ucts can be broadly divided into physical retail and online channels. Pricing in online channel always have been lower, incentivizing consum- ers to purchase online. Another key consumer benefit provided by the online channel is the wider online assortment on established markets. While physical retail has historically benefited from immediacy the online channel increasingly compete on convenience through faster delivery. Nicotine pouches are particularly well suited for online sales due to non cyclical demand, high purchase frequency and low logistical com- plexity. At the same time, the category operates in a complex regulatory environment, creating structural entry barriers. In addition, major global mar- ketplaces such as Amazon have not entered the category due to internal nicotine policies, further strengthen- ing the relative position of special- ised, compliant online retailers. Structural growth drivers Several long term trends continue to support growth of the reduced risk nicotine category and the online channel in particular: • Sustained consumer shift away from combustible products toward non combustible alternatives • Favourable regulatory momentum recognising harm reduction strate- gies in multiple markets • Supplier led innovation, including improved pouch formats, flavours and nicotine delivery • Increasing consumer familiarity, supporting higher daily consump- tion and repeat purchase behaviour over time Together, these trends underpin continued category expansion and reinforce the long term attractiveness of Haypp Group’s core online focused business model. Haypp Group is well positioned to take advantage of the shifting market towards reduced-risk products Multi category SEO optimized Parnerchips, media and insights Price Consumers expect attractive pricing in all RRP Tech and product systems designed to handle multiple categories Assortment Consumers demand better products and want to explore innovations Fulfillment infrastructure purpose built to handle multi category Convenience Consumers want a convenient buying experience Search Consumers are going online to explore RRP Our infrastructure is built to handle multi category Consumer needs are the same Online landscape – fragmented but profitable Haypp Group | Annual Report 2025 13 Market trends and dynamics
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Superior position in the value chain The illustration showcases Haypp Group’s position in the value chain and how this position is leveraged to create value both for consumers and suppliers Business concept and operations Haypp Group is an e-commerce company specialising in the sale of reduced-risk nico- tine products, primarily nicotine pouches and snus, to consumers across Europe and the United States. The Group operates a portfolio of local e-commerce platforms, offering a broad and continuously updated assortment, competitive pricing and a con- venient purchasing experience. The Group’s offering is centred around three key elements: • a wide and relevant product assort- ment • competitive pricing relative to offline channels • convenient ordering, delivery and customer service In addition to product sales, Haypp Group provides marketing services and consumer insights to suppliers through its Media & Insights offering. This complements the core e-com- merce business and strengthens relationships with suppliers. Competitive strengths and market position Haypp Group holds a leading posi- tion in the online market for nicotine pouches and snus in its core markets, and has established a growing pres- ence in international markets. The Group’s position has been achieved through continuous development of its customer offering, technology platform and operational capabilities. A significant share of customer acqui- sition is generated through organic search, supported by strong search engine visibility and high conversion rates. This contributes to efficient marketing spend and supports scal- ability across markets. The Group benefits from scale across procurement, logistics and opera- tions. Increasing volumes contribute to improved purchasing terms, more efficient fulfilment and the ability to offer competitive prices to consum- ers. In addition, the Media & Insights offering provides a complementary revenue stream and supports the overall margin profile of the business. Haypp Group has developed long-standing relationships with sup- pliers, supported by its role as both a distribution channel and a source of consumer insights. The Group’s plat- forms are frequently used for product launches and marketing campaigns. Distribution centres CONSUMERS SUPPLIERS Media outreach & E-commerce Customer insights Data Customer insights Products Products Haypp Group | Annual Report 2025 14
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The Group operates in a regulated environment and has established processes and systems to manage compliance requirements across mar- kets, including age verification and local regulatory adaptation. Market dynamics The market for reduced-risk nicotine products continues to develop, driven by changing consumer preferences and increasing awareness of alterna- tives to cigarette smoking. Nicotine pouches, in particular, have experi- enced strong growth due to product characteristics such as ease of use, absence of smoke and odour, and product variety. At the same time, online penetration within the category remains relatively low compared to other consumer cat- egories. Haypp Group considers this to represent a long-term opportunity, supported by the suitability of the product category for e-commerce, including standardised packaging, low return rates and frequent repeat purchases. Regulatory developments in several markets are increasingly focused on harm reduction, although the regula- tory landscape remains complex and varies between jurisdictions. Growth strategy Haypp Group prioritises growth and continues to invest in markets with favourable conditions for expansion. The Group’s focus markets include the United States and the United Kingdom, alongside its core markets in Sweden and Norway and selected European markets. Growth is driven by: • continued investment in customer acquisition, primarily through organic search • development of the local customer offering, including assortment, pric- ing and delivery options • expansion of the Media & Insights offering • ongoing investments in technol- ogy, data and utilization of latest AI technologies • scaling of logistics infrastructure in line with market maturity The Group applies a consistent oper- ating model across markets, adapted to local conditions. Operations Customer acquisition and retention Customer acquisition is primarily driven by non-paid search engine traffic, supported by the Group’s focus on search engine optimisation, site performance and conversion. Conversion rates are significantly above typical e-commerce bench- marks, reflecting the relevance of the offering and customer experience. Customer retention is a key priority. Repeat purchases account for a sub- stantial share of net sales, supported by pricing, assortment and conve- nience. Assortment Haypp Group offers a broad assort- ment of nicotine pouches and related products, with more than 3,500 SKUs across its platforms. The assortment is continuously updated to reflect new product launches and evolving consumer preferences. Machine learning models are used to support product recommendations and improve customer experience. Pricing The Group maintains a competitive pricing position relative to offline channels, supported by scale advan- tages in procurement and operations. Pricing strategies are adapted to local market conditions and supported by data-driven tools. Convenience and logistics Haypp Group offers a range of deliv- ery options, including home delivery and parcel lockers, with delivery times varying by market. The logistics model is scalable and adapted to market maturity: • centralised fulfilment from Sweden in early-stage markets • use of third-party logistics providers as volumes increase • establishment of local warehouses in more mature markets This approach supports both cost efficiency and delivery speed. End of 2025 Haypp Group operated with automated warehouse solution in Sweden, Norway, US, own, but 7 Markets 11 Brands Haypp Group’s portfolio Haypp Group | Annual Report 2025 15 Business concept and operations
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manual warehouse in UK and a 3PL warehouse in Germany for the vape products. Customer insights and Media offering The Group’s large customer base and e-commerce infrastructure enable the collection and analysis of detailed consumer data. These insights are used internally to optimise the cus- tomer experience and externally to support suppliers. Haypp Group also provides market- ing services to suppliers through its platforms, including product visibility, campaigns and targeted communi- cation. This Media & Insights offering represents an integrated part of the business model. Technology platform Haypp Group has developed a pro- prietary technology platform sup- porting its e-commerce operations. The platform is designed to optimise In-house warehouse 3PL warehouse customer acquisition, conversion and retention, and to enable efficient scaling across markets. Key components include: • search engine optimisation capa- bilities • customer relationship management tools • machine learning-based models for personalisation and pricing • data infrastructure supporting ana- lytics and insights New markets and acquired busi- nesses are integrated into the plat- form to leverage scale benefits. Regulation and compliance The Group operates in a highly regulated environment and has established internal capabilities to manage regulatory requirements across jurisdictions. This includes age verification systems, monitoring of regulatory developments and adapta- tion of operations to local rules. Regulatory complexity varies between markets and includes differ- ences in taxation, marketing restric- tions and product regulation. Haypp Group continuously evaluates risks and opportunities related to regula- tory developments. People and organisation Haypp Group’s organisation com- bines expertise in e-commerce, technology and the nicotine product category. The Group emphasises a customer-focused culture and aims to attract and retain employees with relevant skills across its markets. Employee engagement and retention remain important priorities, sup- porting continuity and operational performance. Haypp Group’s markets Haypp Group currently operates through its own warehouse solutions in Sweden, Norway, US, UK and a 3PL warehouse in Germany. The company offers a range of same-day and overnight delivery options to minimise delivery times, regardless of the time of day the customer places an order. Inventory turnover ratio was 12 times during the full-year 2025. Haypp Group | Annual Report 2025 16 Business concept and operations
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Review of reporting segments As of January 2024, Haypp Group is organized into three reporting segments or business units: Core Markets, Growth Markets and Emerging Markets. CORE MARKETS The Core Markets consists of oral nicotine products in Sweden and Norway, which are more mature markets. GROWTH MARKETS The Growth Markets consist of oral nicotine products in US, UK, Germany, Austria and Switzerland. EMERGING MARKETS The Emerging segment focuses on other RRP categories; from 2026 nicotine vaping in SE and DE and Heat-not-Burn in DE. 72% 24% 4% SEGMENT BREAKDOWN SEK mn Full- Y ear 2025 Full- Y ear 2024 Net sales Core Markets 2,782.1 2,619.0 Growth Markets 917.5 989.7 Emerging Markets 149.4 71.1 EBITDA Core Markets 286.6 227.3 Growth Markets 3.7 12.2 Emerging Markets –51.6 –33.3 EBITDA margin Core Markets 10.3% 8.7% Growth Markets 0.4% 1.2% Emerging Markets –34.5% –46.8% Active consumers, thousand Core Markets 752 756 Growth Markets 278 327 Emerging Markets 101 63 Haypp Group | Annual Report 2025 17
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The share and shareholders In October 2021, Haypp Group’s shares were listed on Nasdaq First North Growth Market with the ticker: HA YPP. The ISIN code is SE0016829469 and the LEI code is 549300NDGL14NS31UP49. Haypp Group has one class of shares, where each share gives the holder one voting right and an equal share in the company’s assets and profits. At the end of 2025, the total number of shares consisted of 30,623,249 ordinary shares with one vote each, and 1,200,000 class C shares with one tenth of a vote each, and the total number of shareholders amounted to approximately 4,900. Shareholdings representing at least one tenth of the votes consist of two shareholders: GR8 Ventures AB, which holds 12.83 percent, and Patrik Rees, who holds 11.40 percent. Dividend policy The Board of Haypp Group expects to reinvest cash flows into the compa- ny’s continued expansion, and does not expect to pay dividend. AGM 2026 Annual shareholders’ meeting will be held in Stockholm May 20, 2026. The Board of Directors proposes to the general meeting that no dividend will be distributed for fiscal year 2025. This year’s generated cash flows will be used for the Company’s continued expansion. Largest shareholders as of December 31, 2025 Number of Shares Share of capital, % GR8 Ventures AB 3,920,601 12.83 Patrik Rees 3,627,423 11.40 Fidelity Investments (FMR) 3,071,982 9.81 Northerner Holding AB 2,997,917 9.42 Robotti & Co Advisors LLC 1,618,958 5.09 Wellington Management 1,443,629 4.71 Ola Svensson 1,028,760 3.23 Erik Selin 1,000,000 3.14 Gavin O'Dowd 842,391 2.65 Caro-Kann Capital LLC 727,000 2.44 Sum 20,278,661 64.72 Others 11,544,588 35.28 Total 31,823,249 100 Haypp Group | Annual Report 2025 18
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Key ratios SEK mn Full- Y ear 2025 Full- Y ear 2024 Income statement Net sales 3,848.9 3,679.8 Net sales growth1), % 4.6 16.2 Gross margin1), % 18.5 15.0 Adjusted EBITDA1) 238.7 205.8 Adjusted EBITDA margin1), % 6.2 5.6 Adjusted EBIT1) 150.7 134.5 Adjusted EBIT margin1), % 3.9 3.7 Operating profit1) 58.4 64.2 Profit/loss for the period 42.5 45.0 Balance sheet Working capital1) 255.3 219.5 Net debt1) 132.0 169.0 Investments1) –116.7 –61.0 Net debt/Adjusted EBITDA1) , times 0.6 0.8 Equity/Total assets ratio1), % 53.1 55.4 Cash flow Cash flow from operating activities 140.0 194.6 Data per share Earnings per share after dilution, SEK 1.36 1.46 Equity per share after dilution1), SEK 21.4 21.3 Cash flow from operating activities per share after dilution1), SEK 4.5 6.3 Average number of shares after dilution 31,343,134 30,807,543 1) For definitions of key ratios and reconciliation of Alternative Performance Measures, see pages 73–76. Haypp Group | Annual Report 2025 19
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Corporate Governance Report Haypp Group AB (publ) is a Swedish public limited liability company which is listed on the Nasdaq First North Growth Market since October 13, 2021. Haypp Group’s corporate governance is based on Swedish legislation, the Nasdaq First North Growth Market Rulebook, and good practice in the securities market. Haypp Group’s governance is also based on internal regulations, such as the Board rules of procedure, the CEO instructions, the Group’s code of conduct and other policy documents. Companies listed on the Nasdaq First North Growth Market are not obliged to comply with the Swedish Code of Corporate Governance, and Haypp Group AB (publ) has not undertaken to do so on a voluntary basis. Haypp Group’s Articles of Association and Code of Conduct can be found at www.hayppgroup.com Shares and Shareholders At the end of 2025, the total number of shares consisted of 30,623,249 ordinary shares with one vote each and 1,200,000 C shares with one-tenth of a vote each. Shareholdings that exceed one tenth of the voting rights consist of two share- holders, GR8 Ventures AB, which holds 12.83 per cent and Patrik Rees, which holds 11.40 per cent of the shares. There were no restrictions on how many votes each shareholder could cast at the Annual General Meeting. For more information about shareholders, see page 18. The Annual General Meeting According to the Swedish Companies Act, the Annual General Meeting is the Company’s highest decision-mak- ing body. At the Annual General Meeting, the shareholders exercise their voting rights on key issues, such as approval of income statements and balance sheets, disposition of the Company’s results, granting discharge from liability for the Board members and CEO, election of Board members and auditors and remuneration to the Board and auditors. The Annual General Meeting also resolves guidelines for remuneration to senior executives and any amendments to the Articles of Association. The Annual General Meeting must be held within six months from the end of the financial year. In addition to the Annual General Meeting, it may be called an Extraordinary General Meeting. According to the Articles of Association, notice of the Annual General Meeting is given by advertising in the Swedish Official Gazette (Post- och Inrikes Tidningar) and by keeping the notice available on the Company’s website. Information that a notice has been issued shall at the same time be announced in Svenska Dagbladet. Shareholders who wish to participate in the negotiations at the Annual General Meeting must be registered in the share register kept by Euroclear Sweden six banking days before the meeting, and register with the Company for participa- tion in the general meeting no later than the date specified in the notice convening the meeting. Shareholders may attend general meetings in person or through proxies and may also be assisted by a maximum of two people. It is usu- ally possible for shareholders to register for the Annual Gen- eral Meeting in several different ways, which are specified in the notice convening the meeting. Shareholders are entitled to vote for all shares held by the shareholder. Shareholders who wish to have a matter considered at the Annual General Meeting must send a written request to this effect to the Board. Such a request must normally be received by the Board in good time before the Annual Gen- eral Meeting in order to be included on the agenda. Nomination Committee The purpose of the Nomination Committee is to submit proposals regarding the chairmanship of general meetings, board members, including the chairman of the board, remu- neration to board members and remuneration for committee work, election of and remuneration to external auditors and proposals for changes in principles for appointing nomina- tion committees. The Nomination Committee shall consist of the Chairman of the Board and a member appointed by each of the three largest shareholders based on ownership of the company on September 1, 2025. If any of the three largest shareholders were to refrain from appointing a member to the Nomination Committee, the right shall pass to the shareholder who, after these three shareholders, has the largest shareholding in the Company. The Chairman of the Board shall convene the Nomination Committee. The member who was appointed by the largest shareholder shall be appointed chairman of the Nomination Committee if the Nomination Committee does not unanimously appoint another member. If shareholders who have appointed a member of the Nom- ination Committee no longer belong to the three largest shareholders no later than three months before the Annual General Meeting, the member appointed by this owner shall make his seat available and the shareholder who has been added among the three largest shareholders shall have the right to appoint a member to the Nomination Committee. Unless there are special reasons, however, no change shall take place in the composition of the Nomination Commit- tee if only a marginal change of ownership has taken place or if the change occurs later than three months before the Annual General Meeting. In the event that a member leaves the Nomination Committee before its work is completed, the shareholder who appointed the member shall appoint a new member. If this shareholder no longer belongs to the three largest shareholders, a new member shall be appointed in the order specified above. Shareholders who have appointed a member of the Nomination Committee have the right to dismiss such a member and appoint a new member of the Nomination Committee. Changes in the composition of the Nomination Committee shall be announced immediately. The Nomination Commit- tee’s term of office runs until a new Nomination Committee is appointed. The Nomination Committee shall perform its Haypp Group | Annual Report 2025 20 Corporate Governance
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duties in accordance with the Swedish Code of Corporate Governance. Board of Directors The Board of Directors is the Company’s highest deci- sion-making body after the Annual General Meeting. According to the Swedish Companies Act, the Board is responsible for the Company’s management and organiza- tion, which means that the Board is responsible for, among other things, setting goals and strategies, ensuring routines and systems for evaluating established goals, continuously evaluating the Company’s results and financial position and evaluating operational management. The Board is also responsible for ensuring that the annual report and interim reports are prepared in a timely manner. In addition, the Board appoints the Company’s CEO. The Board members are normally elected by the Annual General Meeting for the period until the end of the next Annual General Meeting. According to the Company’s Articles of Association, the board members elected by the Annual General Meeting shall be a minimum of three and a maximum of ten members in number and a maximum of four deputies. The Chairman of the Board has a special respon- sibility for leading the Board’s work and for ensuring that the work is organized in an efficient manner. The Board applies a set of rules of procedure which are revised annually and adopted at the statutory board meet- ing every year. The rules of procedure govern, among other things, the board’s practices, functions and the division of work between the board members and the CEO. At the stat- utory Board meeting, the Board also adopts instructions for the CEO, including instructions for financial reporting. The Board meets according to an annually established schedule. In addition to these meetings, additional board meetings may be convened to address issues that cannot be post- poned until the next regular board meeting. In addition to the Board meetings, the Chairman of the Board and the CEO continuously discuss the management of the Company. At present, the Company’s Board consists of six ordinary members elected by the Annual General Meeting, which are presented in more detail on page 23. Remuneration paid to the Board members can be found in Note 7. Audit Committee The Audit Committee consists of all Board members, with the Chairman of the Board also chairing the committee. The Audit Committee is primarily a preparatory body that prepares proposals for the Board. The main tasks of the Audit Committee are (without affecting the Board’s respon- sibilities and tasks): • monitor Haypp Group’s financial reporting, • monitor the effectiveness of Haypp Group’s internal con- trol and risk management regarding financial reporting, • stay informed about the audit of the annual accounts and the consolidated accounts, • inform the Board of Directors of the results of the audit and in what way the audit contributed to the reliability of the financial reporting and of the function of the committee, • review and monitor the auditor’s independence, paying particular attention to whether the auditor provides Haypp Group with services other than auditing services, • approve the auditor’s advisory services and establish a policy for the auditor’s advisory services, • assist in the preparation of proposals for the Annual General Meeting’s decision on the auditor, • annually evaluate the need for an internal audit function, and • assure quality of year-end reports and interim reports prior to board decisions. Remuneration Committee The Remuneration Committee consists of the Chairman of the Board, Lars-Johan Jarnheimer, and the members Deepak Misra and Linus Liljegren. The Remuneration Com- mittee is primarily a preparatory body that prepares propos- als for the Board. The main tasks of the Remuneration Committee are to: • prepare the Board’s decisions in matters concerning remuneration principles, remuneration and other terms of employment for senior executives, • monitor and evaluate ongoing programs for variable remuneration to senior executives as well as such programs decided on during the year, • monitor and evaluate the application of the guidelines for remuneration to senior executives decided on by the Annual General Meeting and of the company’s remunera- tion structures and remuneration levels. CEO and Senior Executives The CEO is subordinate to the Board and is responsible for the Company’s day-to-day management and the daily operations. The division of work between the Board and the CEO is governed by the rules of procedure for the Board and the instructions for the CEO. The CEO is also responsible for preparing reports and compiling information from man- agement prior to board meetings and for presenting such material at board meetings. According to the instructions for financial reporting, the CEO is responsible for financial reporting in the Company and must consequently ensure that the Board receives suf- ficient information for the Board to be able to continuously evaluate the Company’s financial position. The CEO shall keep the Board continuously informed of the development of the Company’s operations, the develop- ment of sales, the Company’s earnings and financial posi- tion, liquidity and credit situation, major business events and any other event or circumstance that may be assumed to be significant to the Company’s shareholders. The CEO and other senior executives are presented on page 24. Auditor The auditor shall review the parent company and subsid- iaries’ annual reports and accounts, as well as the Board of Directors’ and the CEO administration of the company. After each financial year, the auditor shall submit an auditor’s report and a consolidated auditor’s report to the Annual General Meeting. Haypp Group | Annual Report 2025 21 Corporate Governance
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According to the Company’s Articles of Association, the Company shall have a minimum of one and a maximum of two auditors and a maximum of two deputy auditors. The company’s auditor is Öhrlings PricewaterhouseCoopers AB, with Magnus Lagerberg as the principal auditor. Haypp Group assesses that advisory services during the year did not jeopardize the auditor’s independence. Information on full remuneration to the auditors is provided in Note 6. The corporate governance report has been prepared by the Board of Directors and does not form part of the statutory audit. Accordingly, the Company’s auditor has not reviewed the contents of the corporate governance report. Remuneration to the Board of Directors Fees and other remuneration to the Board members, includ- ing the Chairman, are determined by the Annual General Meeting. At the Annual General Meeting on May 15, 2025, it was decided that fees to the Board, for the period until the end of the next Annual General Meeting, shall be paid in a total of SEK 2,000,000, of which the Chairman of the Board will receive SEK 600,000 and other members not employed by the Company will receive 300,000 SEK each. It was also resolved that a Board member who performs work for the Company outside the scope of the Board assignment may receive remuneration for such work on market-based terms. Furthermore, it was decided that remuneration for work in the board’s committee shall be paid with SEK 75,000 to the chairman of the audit committee, SEK 50,000 to the chair- man of the remuneration committee and SEK 25,000 each to the respective member for work within these committees. The board members are not entitled to any benefits after their assignment as board members has ended. For more information about renumeration to the Board see page 21. Remuneration to the CEO and Senior Executives The Board has decided on current remuneration levels and other terms of employment for the CEO and for other senior executives. The employment agreements with the CEO and members of the company management contain a mutual notice period of six months. In addition to the salary, neither the CEO nor senior executives are entitled to any severance pay during the notice period. All senior executives are entitled to an occupational pen- sion based on a pension insurance. The CEO’s employment agreement includes a non-compete clause that restricts the CEO from competing with the Group for a period of nine months after the termination of employment. Information on remuneration to the CEO and the manage- ment team is provided in Note 7. Control Environment Internal control includes control of the Company’s and the Group’s organization, routines and support measures. The purpose is to ensure that the financial reporting is reliable and correct, that the Company’s and the Group’s financial reporting is prepared in accordance with law and applica- ble accounting standards, that the Company’s assets are protected and that other requirements are met. The internal control system shall also monitor compliance with the Com- pany’s and the Group’s policies, principles and instructions. Internal control also includes risk analysis and follow-up of the incorporation of information and business systems. The Group identifies, evaluates and manages risks based on the Group’s vision and goals. A risk assessment of compli- ance with the Company’s commitments as well as strategic, operational and financial risks shall be carried out annually by the CFO and presented to the Board. The board is responsible for internal control. In order to create and maintain a functioning control environment, the Board has adopted a number of policies, guidelines and governing documents regarding financial reporting. These documents mainly consist of the Board’s rules of procedure, CEO instructions, instructions for financial reporting and instructions for the committees that have been appointed by the Board. The Board has also adopted certification instructions and a financial policy. The company also has a financial manual that contains principles, guidelines and rou- tines for accounting and financial reporting. In addition, the Board has adopted a number of IT-related policies in which issues such as data recovery are addressed. Furthermore, the Board has established an Audit Committee whose primary task is to monitor financial reporting, the effectiveness of internal control and risk management, and to evaluate and monitor the auditor’s independence. Processes that control the business and deliver value must be defined within the company management system. The CEO is responsible for the process structure within the Group. Every year, an internal evaluation must be made of the min- imum requirements for defined controls that reduce identi- fied risks for each business process. A report on the evalua- tion shall be given to the board. The CFO is responsible for the self-evaluation process made possible by the internal control function. In addition, the internal control function conducts reviews of the system for risk management and internal control in accordance with a plan agreed with the board and company management. Haypp Group | Annual Report 2025 22 Corporate Governance
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Board of Directors Patrik Rees Board member Board member since: 2016. Born: 1968. Education: Studies in Process Technology, Electronics & Microdata Technology, and IHM Business School (degree not completed). Other current assignments: Chair of the Board of e-Business Partner Norden AB. Board member of Icehotel Aktiebolag, Eastcoast Capital AB, ProteinBolaget i Sverige AB, Kalk Management AB, Tofta Intressenter AB, and Corlin Eyewear AB. Previous positions and assignments: Chair of the Board of Frank Agency AB, Haypp Group AB (publ), and Klövern Visby AB. Board member of Hillmarketing AB, Stor & Liten AB, Stockfiller AB, and FöretagsCentrum i Oskar- shamn (FCO) Ekonomisk förening. Shares in Haypp Group1): 3,627,423 ordinary shares, held through a partly owned company. Remuneration 2025: SEK 325,000 Independent of the Company and executive management: Ye s Independent of major shareholders: No Linus Liljegren Board member Board member since: 2016. Born: 1990. Education: No formal education. Other current assignments: Deputy Board member of Solafide Capital AB. Deputy Board member of GR8 Ventures AB and Retentor AB. Previous positions and assignments: Board member of Snusbolaget Norden AB. Shares in Haypp Group1): 1,960,301 ordinary shares, held through a partly owned com- pany. Remuneration 2025: Waives remuneration Independent of the Company and executive management: Ye s Independent of major shareholders: No Adam Schatz Board member Board member since: 2024. Born: 1974. Education: Master of Science (M Sc) in Economics from the Stockholm School of Economics. Bachelor’s degree in Theoreti- cal Philosophy from Lund University. Other current assignments: CEO and Group CEO of Nuent Group AB and holds board assignments in companies within the Nuent Group. Previous positions and assignments: Chief Financial Officer and President & CEO of BHG Group AB. Business Area Manager and CFO at Axiell AB. Shares in Haypp Group1): 2,000 ordinary shares Remuneration 2025: SEK 356,000 Independent of the Company and executive management: Ye s Independent of major shareholders: Ye s Helena Juhlin Pink Board member Board member since: 2025. Born: 1978. Education: Master of Science in Business and Economics from Stockholm University, as well as a Bachelor’s degree from the same university. Other current assignments: Board member of Forte Digital and Avoki HoldCo AB. Chair of the Board of Mobile Interaction. Previous positions and assignments: Brand Director for Soundtrap/Spotify and CEO of the media agency OMD Sweden. Shares in Haypp Group1): 1,000 ordinary shares Remuneration 2025: SEK 205,000 Independent of the Company and executive management: No Independent of major shareholders: Ye s Lars-Johan Jarnheimer Chairman Chairman of the board since: 2025. Born: 1960. Education: Bachelor’s degree in Business Administration and Economics from Lund University and Växjö University. Other current assignments: Chair of the Board of Ingka Holding B.V . (IKEA), Telia Company AB, Arvid Nordquist HAB, Elite Hotels, and Grimaldi Industri AB. Board member of Stillfront Group AB. Previous positions and assignments: Chair of the Board of Egmont International Holding AS, Qliro Group, Eniro AB, and BRIS. Board member of Invik, Apoteket AB, Millicom, MTG AB, SAS AB, and Point Properties. Shares in Haypp Group1): 5,000 ordinary shares Remuneration 2025: SEK 409,000 Independent of the Company and executive management: Ye s Independent of major shareholders: Ye s Deepak Mishra Board member Board member since: 2024 Born: 1971 Education: MBA (Marketing, Systems) from the Indian Institute of Management, Lucknow, India, and a Bachelor’s degree (BE, Hons, Computer Science) from Birla Insti- tute of Technology & Science, Pilani, India. Other current assignments: Operating Partner at Global Asset Capital. Previous positions and assignments: Man- aging Director at Centerbridge Partners. Chief Strategy Officer and President of the Americas region at Philip Morris Interna- tional. Shares in Haypp Group1): – Remuneration 2025: SEK 325,000 Independent of the Company and executive management: Ye s Independent of major shareholders: Ye s 1) Shareholdings as of 31 December 2025. Haypp Group | Annual Report 2025 23 Corporate Governance
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Executive management Markus Lindblad Head of External Affairs Appointed: 2018. Born: 1973. Education: Studies in Economic History and Political Science, Stockholm University. Other current assignments: Board member of Sirius Consulting & Investment AB. Previous positions and assignments: Board member of British American Tobacco Swe- den AB, British American Tobacco Sweden Holding AB, Winnington Aktiebolag, Win- nington Holding AB, and Winds Global AB. Shares in Haypp Group1): 192 ordinary shares, 67,500 Class C shares, and 140,000 warrants. Jonas Kolehmainen COO & deputy CEO Appointed: 2026. Born: 1975. Education: Master’s degree in Economics from Växjö University. Other current assignments: – Previous positions and assignments: CEO of PostNord TPL. Shares in Haypp Group1): 67,500 Class C shares and 60,000 warrants. Gavin O’Dowd CEO Appointed: 2017. Born: 1978. Education: Auditor, Waterford Institute of Technology. Other current assignments: – Previous positions and assignments: Chair of the Board of Fiedler & Lundgren AB and British American Tobacco Sweden AB. CEO of British American Tobacco Sweden AB. Shares in Haypp Group1): 842,391 ordinary shares, 100,000 Class C shares, and 155,000 warrants. Peter Deli CFO Appointed: 2023. Born: 1981. Education: Master’s degree in Business Administration and Economics from Cor- vinus University, Budapest (Hungary), and Jönköping International Business School (Sweden). Other current assignments:– Previous positions and assignments: Com- mercial Finance Controller for Europe and North Africa at British American Tobacco. Shares in Haypp Group1): 67,500 Class C shares and 155,000 warrants. 1) Shareholdings as of 31 December 2025. Haypp Group | Annual Report 2025 24 Corporate Governance
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Directors’ report The Board of Directors and the Chief Executive Officer of Haypp Group AB (publ) (registration number 559075-6796) hereby present the Annual Report and the Consolidated Financial Statements for the financial year 1 January 2025 to 31 December 2025. The Company is domiciled in Stock- holm, Sweden. The Annual Report has been prepared in Swedish kronor. Company information The Group operates within e-commerce, primarily focusing on nicotine pouches and snus. The Group operates a num- ber of different e-commerce websites under the brands Snusbolaget, Snushjem, Snuslageret, Snus.com, Haypp, Snusmarkt, Northerner, Nicokick, Nettotobak, Snusnetto, Vapeglobe and Snusvaruhuset. Operations are conducted across Europe and the United States through these e-com- merce platforms, and local offices are established in Stock- holm, Oslo and Washington. Products are sourced from external suppliers and stored in warehouses prior to sale to consumers. Deliveries from the Group’s warehouses to con- sumers are carried out through external logistics and freight service providers. The Parent Company is a holding company that holds shares in subsidiaries engaged in e-commerce operations within the nicotine products sector. Shareholders Owners holding more than 10 percent of the number of shares in the company are GR8 Ventures AB and Patrik Rees. Financial highlights Net sales increased by 5 percent to SEK 3,849 million (SEK 3,680 million). Excluding currency effects, organic sales growth amounted to 7 percent. Growth was primarily driven by a continued strong performance in nicotine pouches, with particularly robust growth in the United States and the United Kingdom. Reported volume growth within nicotine pouches amounted to 13 percent during the year. Growth in the Growth segment was negatively affected during the year by Zyn-related supply constraints. The gross margin increased to 18.5 percent (15.0), primarily driven by an increased contribution from Media & Insights as well as continued realisation of economies of scale. The adjusted EBITDA margin improved to 6.2 percent (5.6), cor- responding to adjusted EBITDA of SEK 239mn (206). The improvement was mainly driven by a higher gross margin and increased scalability of the business model, partly offset by continued commercial investments within the Growth seg- ment. During the year, the Group continued to develop the Emerg- Group financial summary SEK thousands 2025 2024 2023 2022 2021 Net sales 3,848,934 3,679,800 3,165,720 2,598,813 2,266,765 EBITDA1) 186,066 180,205 118,680 99,113 35,768 Adjusted EBITDA1) 238,692 205,795 134,578 102,465 71,005 Adjusted EBITDA margin1), % 6.2 5.6 4.3 3.9 3.1 Adjusted EBIT1) 150,690 134,535 78,200 58,469 41,486 Adjusted EBIT margin1), % 3.9 3.7 2.5 2.2 1.8 Items affecting comparability1) 52,625 30,377 15,898 3,352 35,237 Operating profit/loss1) 58,373 64,153 22,307 15,222 –22,622 Total equity and liabilities 1,262,524 1,183,513 1,055,144 1,021,280 925,993 Adjusted EBITDA EBITDA 186,066 180,205 118,680 99,113 35,770 Items affecting comparability 52,625 30,377 15,898 3,352 35,237 Write-off acquired intangible assets – -4,787 – – – Adjusted EBITDA 238,692 205,795 134,578 102,465 71,007 Adjusted EBIT EBITDA 186,066 180,205 118,680 99,113 35,770 Depreciation/amortisation and impairment of assets -127,694 -116,053 -96,374 -83,891 -58,390 Operating profit/loss 58,373 64,153 22,307 15,222 -22,622 Amortisation of acquired intangible assets 39,692 40,006 39,996 39,895 28,871 Items affecting comparability 52,625 30,377 15,898 3,352 35,237 Adjusted EBIT 150,690 134,535 78,200 58,469 41,486 Items affecting comparability Consulting and advisory costs – – 658 – 30,539 Acquisition, integration and restructuring costs 34,541 25,590 15,240 3,352 3,854 Legal costs 18,084 – – – 844 Write-off acquired intangible assets – 4,787 – – – Items affecting comparability 52,625 30,377 15,898 3,352 35,237 1) For definitions of key ratios and reconciliation of Alternative Performance Measures, see pages 73–76. Haypp Group | Annual Report 2025 25 Directors’ report
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ing segment, which focuses on new product categories such as vaping and heat-not-burn. The segment continues to be characterised by ongoing commercial investments and a relatively high proportion of fixed costs in relation to current volumes. In the United Kingdom, sales of vaping and heat-not-burn products were discontinued during the fourth quarter of 2025. Cost savings resulting from this change are estimated to amount to approximately SEK 6–7mn during 2026. Items affecting comparability amounted to SEK –52.6mn (–30.4). These items primarily relate to non-recurring costs associated with strategic initiatives undertaken in the US market and the phase-out of vaping products in the UK mar- ket, as well as discretionary, non-recurring bonus payments to employees intended to enable their participation in the long-term incentive programme (L TIP) for the period 2025– 2028. Legal costs are directly attributable to the settlement of the legal proceedings initiated by the San Francisco City Attorney, and the case is now considered resolved. Operating profit (EBIT) amounted to SEK 58 million (SEK 64), including items affecting comparability of SEK -53 million (SEK -30). The development of earnings reflects an improved underlying operating result, offset by increased costs related to restructurings, legal proceedings, and stra- tegic investments. Total assets increased to SEK 1,263 million (SEK 1,184 million). The increase was primarily driven by higher current assets, with inventories, accounts receivables, and cash and cash equivalents increasing as a result of higher business volumes. Cash flow from operating activities amounted to SEK 140 million (SEK 195 million). Cash flow was negatively affected by an increase in working capital, mainly attributable to inventory build-up. Cash and cash equivalents at year-end amounted to SEK 57 million (SEK 35 million). Unutilized credit facilities amounted to SEK 132 million (SEK 99 million), which together provide the Group with continued solid financial flexibility. Financial Performance by Segment Haypp Group conducts its operations through three report- able segments: Core, Growth and Emerging. The segment structure reflects the Group’s internal management report- ing and is reviewed by the Group’s chief operating decision maker. Core Segment The Core segment comprises sales of oral nicotine prod- ucts in the Group’s mature markets in Sweden and Norway. During the 2025 financial year, net sales increased to SEK 2,782.1 million (2,619.0), corresponding to growth of 6.2 per- cent. Excluding currency effects, organic growth amounted to 8 percent, primarily driven by increased volumes of nic- otine pouches, partly offset by the decline in the traditional snus category, in line with general market trends. EBITDA for the segment increased to SEK 286.6 million (227.3), corresponding to an EBITDA margin of 10.3 percent (8.7). The margin improvement was mainly driven by higher volumes, an improved product mix and increased contribu- tions from Media & Insights. The number of active customers remained broadly unchanged and amounted to 752 thousand at year-end (756). The stable consumer number is a conse- quence of increasing nicotine pouch consumer base, how- ever the traditional snus segment consumer base declined, mainly in Sweden. The Core segment continues to represent the Group’s stable earnings base and accounted for approxi- mately 70 percent of the Group’s net sales during the year. Growth Segment The Growth segment mainly comprises oral nicotine prod- ucts in growth markets such as the United States, the United Kingdom, Germany, Austria and Switzerland. Net sales for 2025 amounted to SEK 917.5 million (989.7), corresponding to a decrease of 7.3 percent. Organic performance was neg- atively affected by temporary supply constraints for certain brands, primarily in the US market during the first 3 quarters. During the fourth quarter of 2025, the segment recorded a clear recovery – driven by the return of the market leading brand to Haypp Group’s assortment – with strong net sales growth and an increasing number of active customers. This development indicates solid underlying demand and strengthens the conditions for improved profitability over time. Despite the lower net sales, volumes of nicotine pouches increased during the year, with particularly strong devel- opment in the United Kingdom and Germany. EBITDA amounted to SEK 3.7 million (12.2), corresponding to an EBITDA margin of 0.4 percent (1.2). The decline in profitabil- ity reflects continued investments -particularly in the US market - in marketing, logistics and commercial capabilities to support future growth. Emerging Segment The Emerging segment focuses on new product categories and markets, primarily nicotine vaping in Sweden and Ger- many as well as heat-not-burn products. Net sales increased significantly during the year to SEK 149.4 million (71.1), corre- sponding to growth of 110 percent. The strong performance was mainly attributable to increased volumes in Germany and Sweden. EBITDA amounted to SEK -51.6 million (-33.3), corresponding to an EBITDA margin of -34.5 percent (-46.8). The negative result reflects ongoing investments in commercial devel- opment, organisational build-up and volumes that have not yet fully absorbed fixed costs. At the end of the year sales of vaping and heat-not-burn products in the United Kingdom were discontinued, which is expected to result in cost sav- ings and an improved earnings profile for the segment in the coming years. Significant events during the financial year During the financial year, a new company was acquired, Snusvaruhuset Sweden AB (reg. no. 559396-0957), operat- ing in Sweden. In addition, the Group established a wholly owned subsidiary, Haypp MEA Holdings Ltd, domiciled in the United Arab Emirates. Both transactions were carried out as part of the Group’s reorganization. The Group has during the year reached a settlement in the legal proceedings initiated by the City Attorney of San Fran- cisco in the United States. The financial effect of the settle- Haypp Group | Annual Report 2025 26 Directors’ report
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ment has been fully recognized in the Group’s income state- ment and balance sheet, and the Group does not expect any further financial commitments or material uncertainties to remain in relation to the matter. The total cost amounted to SEK 18.1 million and has been reported under Other external expenses in the income statement and classified as an item affecting comparability. Significant events after the end of the financial year During the financial year and after the end of the reporting period, the Group has been involved in a limited number of legal proceedings. On 30 January 2026, the Administrative Court of Appeal in Stockholm upheld the Licensing Author- ity’s decision to revoke Snusbolaget Norden AB’s permit to sell tobacco products, including traditional snus, in Sweden. The Group does not share the court’s assessment and has appealed the ruling to the Supreme Administrative Court. Haypp Group continues to conduct its operations in compli- ance with applicable regulations and remains fully committed to responsible sales as well as rigorous age and identity veri- fication procedures. The Group assesses that the outcome of the proceedings is not expected to have any material finan- cial or operational impact on the Swedish operations. Research and Development Haypp Group’s research and development activities are primarily focused on platform development, digital tools and customer interfaces, with the objective of strengthening the Group’s scalability, operational efficiency and customer experience across all markets. Over recent years, the Group has made substantial invest- ments in its technical infrastructure in order to establish a unified, flexible and future-proof tech ecosystem. This work has included the implementation of a new global ERP system, the establishment of an integration layer (middleware), and the gradual migration of the Group’s e-commerce sites to a common technical platform in the european markets. During 2025 this transformation was completed, providing enhanced capabilities for faster functionality enhancements, more effi- cient administration and continued international expansion. A key focus area in 2025 within the development work has been customer interfaces and user experience. Through continued development of front-end solutions, Haypp Group has improved website performance, conversion rates and organic visibility in search engines. These initiatives are aimed at delivering a seamless purchasing experience with intuitive navigation, high availability and multiple delivery options, while ensuring compliance with regulatory require- ments such as age and identity verification. An important development also increased the scalability and customisa- tion ability of our media products, enhancing our capabilties to provide better and more focused services for our busi- ness partner. The Group has also invested significantly in data, machine learning and digital decision-support tools. Digital tools and AI-based models are currently applied in areas includ- ing marketing, CRM activities and content management. Through propensity and frequency models, as well as per- sonalised recommendations, offers and product presen- tations can be tailored to individual customer behaviour. These solutions contribute to high customer loyalty, increased conversion rates and further strengthen Haypp Group’s competitive position within e-commerce. Furthermore, the Group has for several years developed advanced insight and analytics platforms enabling a deeper understanding of consumer behaviour. These platforms are used both internally to optimise the customer experience and externally within the Media & Insights services, where brand owners can gain access to aggregated and anal- ysed customer data to support product development and increase consumer awareness and trials. Overall, Haypp Group’s research and development activities constitute an integral part of the Group’s business model. Through continuous investments in platform development, digital tools and customer interfaces, long-term conditions are created for efficient growth, an enhanced customer experience and strengthened competitiveness in a rapidly growing international market. Significant risks and uncertainties Haypp Group operates in a dynamic and regulated industry. The Group’s business and financial performance may be affected by several external and internal factors. The most significant risks and uncertainties relate primarily to regu- latory developments, market dynamics within the nicotine category, operational dependencies in the Group’s e-com- merce infrastructure, and the ability to maintain strong sup- plier and consumer relationships. The Group’s future growth is dependent on continued con- sumer adoption of smoke-free nicotine alternatives, mainly nicotine pouches. Changes in consumer preferences or increased competition retailers may affect demand for the products sold through the Group’s platforms. Haypp Group operates in a highly regulated environment and is exposed to regulatory developments across the markets in which it operates. Changes in laws, regulations or regulatory interpretations related to nicotine products, marketing practices, product standards and taxation could affect the Group’s ability to market, distribute or sell its products and may lead to increased compliance require- ments and operational adjustments. In addition, regulatory initiatives affecting adjacent product categories, such as restrictions on disposable vape products or other nicotine products in certain markets, may influence market dynamics and consumer behavior. The Group’s business model is based entirely on digital commerce and is therefore dependent on the stability, per- formance and security of its e-commerce platforms and IT systems. System disruptions, cyber incidents, data breaches or other technology failures could negatively affect opera- tions, customer experience and financial performance. As the Group collects and processes customer data through its platforms, it is also exposed to risks related to data protec- tion and privacy regulations. Traffic generation and customer acquisition depend partly on digital marketing channels and search engine visibility. Changes to search algorithms, advertising platform policies or digital marketing conditions may affect the Group’s ability to reach consumers efficiently and could increase customer acquisition costs. Haypp Group is dependent on suppliers for the products sold through its platforms and on logistics partners for prod- uct distribution. Changes in supplier relationships, product Haypp Group | Annual Report 2025 27 Directors’ report
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availability, commercial terms or disruptions in logistics and delivery networks may affect product assortment, delivery performance and the overall consumer experience. Haypp Group continues to invest in geographic expansion and market development, particularly in growth markets such as the United States and the United Kingdom. These investments may include increased operational expenditure, marketing investments and infrastructure development. While such investments are intended to support long-term growth, they may affect profitability in the short term and there is no assurance that the expected returns from these investments will be realized. The Group’s strategy also includes continued geographic expansion and potential acquisitions. Such initiatives may involve operational and integration risks and there is no assurance that anticipated benefits will be fully realized. Haypp Group’s reputation and consumer trust are important for continued growth. Negative publicity related to nicotine products, changes in public perception of the category or reputational issues affecting suppliers or the industry could affect consumer demand and business relationships. Macroeconomic developments may also affect consumer purchasing behavior. Changes in economic conditions, inflation or consumer sentiment could influence demand patterns, average order values and purchasing frequency in certain markets. However its important to note that Haypp Group have experienced a positive impact from overall chal- lenging macro economical conditions, when consumers’ price sensitivity increased. The Group may also from time to time be involved in legal, regulatory or administrative proceedings in various jurisdic- tions related to regulatory compliance, commercial matters or other aspects of its operations. Such proceedings may be time-consuming, involve costs and may affect the Group’s operations or reputation. Finally, the Group is dependent on attracting and retaining employees with key competencies in areas such as regula- tory affairs, technology, logistics and digital marketing. The loss of key personnel or difficulties in recruiting qualified employees could affect the Group’s ability to execute its strategy. Expected future developments Structural shifts in consumer preferences toward smoke-free nicotine alternatives continue to create attractive growth opportunities in many of Haypp Group’s core and expansion markets. Across the industry, modern oral nicotine products – such as nicotine pouches—are among the fastest-growing nicotine categories. For example, in the United States, nic- otine pouches remain the fastest-growing segment of the nicotine market, with continued strong volume growth and increasing consumer adoption, while the global category is expected to grow at a double-digit annual rate in the com- ing decade. In Europe and the United Kingdom, the category is also gaining traction as adult nicotine consumers increasingly seek smoke-free alternatives to traditional tobacco prod- ucts. The United States remains the largest nicotine pouch market globally, and together with Europe represents a siz- able opportunity as adoption continues to increase. As competition among brand owners intensifies and newer, more advanced products are introduced to the market, Haypp Group strengthens its position in the value chain—not only through an expanding consumer base, but also via its Media & Insights services. Against this backdrop, Haypp Group continues to focus on strengthening its position as a leading online specialist retailer within the modern oral nicotine category. In line with the company’s strategy, ongoing investments are directed toward enhancing the consumer experience through improved digital platforms, broader product availability, shorter lead times, and localized last-mile distribution solu- tions. These initiatives aim to further increase convenience, reliability and product accessibility for adult consumers across the Group’s markets. At the same time, Haypp Group operates in a highly reg- ulated industry and maintains a strong commitment to responsible and compliant market participation. The com- pany continuously develops its compliance capabilities, including robust age-verification processes, responsible marketing standards, and close monitoring of evolving regulatory frameworks in each market. By combining a consumer-centric approach with strong compliance stan- dards, Haypp Group seeks to capture the structural growth opportunities in the smoke-free category while operating in a responsible and sustainable manner. Sustainability work Haypp Group reports on its sustainability work based on a materiality assessment. The identified sustainability aspects are aligned with the Global Reporting Initiative (GRI) Stan- dards and have been assessed as material in relation to the Group’s operations and the expectations of its stakeholders. The GRI Standards (GRI 1, GRI 2 and GRI 3) form the basis for Haypp Group’s sustainability reporting for the financial year 2025. In accordance with the Swedish Annual Accounts Act, pursuant to the wording in force prior to 1 July 2024, Haypp Group has elected to prepare the statutory sustainability report as a separate report, distinct from the Annual Report. The sustainability report is available in its entirety on the Company’s website at hayppgroup.com/sustainability. Sustainability reporting is prepared on an annual basis, and the reporting period for the Group’s sustainability report corresponds to the calendar year 2025. Proposed appropriation of profit or loss The following funds are at the disposal of the Annual General Meeting (SEK): Share premium fund 712,933,287 Retained earnings (including net profit/loss for the year) –32,054,579 Total 680,878,708 The Board of Directors proposes that the funds available to the Annual General Meeting be carried forward. 680,878,708 Haypp Group | Annual Report 2025 28 Directors’ report
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Consolidated income statement Amounts in KSEK Note 2025 2024 Net sales 4 3,848,934 3,679,800 Capitalised work on own account 41,009 32,383 Other operating income 5 4,889 3,197 Total 3,894,832 3,715,380 Goods for resale 19 –3,138,789 –3,127,118 Other external costs 6 –262,948 –177,425 Personnel expenses 7 –303,699 –227,980 Depreciation and amortization of tangible and intangible assets 14, 15, 17 –127,694 –116,053 Other operating expenses 8 –3,328 –2,652 Sum expenses –3,836,459 –3,651,227 Operating profit/loss 58,373 64,153 Financial income/expense 9 Financial income 5,760 23,082 Financial expenses –18,216 –28,294 Financial net –12,457 –5,212 Earnings Before Tax 45,916 58,940 Income tax 10 –3,432 –13,959 Profit/loss for the period 42,485 44,981 Profit/loss for the period attributable to: The parent company’s shareholders 42,485 44,981 Earnings per share, based on profit attributable to the equity holders of the Parent Company for the period: Earnings per share before dilution (SEK) 1.39 1.51 Average number of shares before dilution 30,464,641 29,839,088 Earnings per share after dilution (SEK) 1.36 1.46 Average number of shares after dilution 31,343,134 30,807,543 Haypp Group | Annual Report 2025 29 Financial statements, Group
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Consolidated statement of comprehensive income Amounts in KSEK 2025 2024 Profit/loss for the period 42,485 44,981 Other comprehensive income: Items that may be reclassified to profit or loss Foreign currency translation differences –40,321 5,560 Total other comprehensive income –40,321 5,560 Total Comprehensive income 2,163 50,541 Total comprehensive income for the year attributable to: Shareholders of the Parent Company 2,163 50,541 Haypp Group | Annual Report 2025 30 Financial statements, Group
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Consolidated balance sheet Amounts in KSEK Note 2025-12-31 2024-12-31 ASSETS Fixed assets Intangible assets 14 Goodwill 12 153,028 158,038 Customer relationships 59,628 76,742 Trademarks 82,282 101,790 Websites 7,720 13,332 Capitalized development costs 154,846 134,337 Total intangible assets 457,504 484,240 Tangible assets 15 Leasehold improvements 2,284 3,294 Equipment 27,291 28,361 Total tangible assets 29,575 31,656 Financial assets Non-current receivables 16 26,442 13,579 Total financial assets 26,442 13,579 Right-of-use assets 17 79,054 102,357 Deferred tax assets 18 10,036 10,953 Total fixed assets 602,612 642,785 Current assets Inventories Goods for resale 19 339,245 298,672 Current receivables Accounts receivable 20 128,035 100,463 Current tax recoverable 1,036 649 Other receivables 21 43,770 33,488 Prepaid expenses and accrued income 22 90,563 72,233 Cash and cash equivalents 23 57,264 35,223 Total current receivables 320,668 242,056 Total current assets 659,912 540,728 TOT AL ASSETS 1,262,524 1,183,513 Haypp Group | Annual Report 2025 31 Financial statements, Group
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Consolidated balance sheet cont. Amounts in KSEK Note 2025-12-31 2024-12-31 EQUITY AND LIABILITIES EQUITY 25 Share capital 2,085 1,955 Other contributed capital 712,933 701,269 Translation differences –44,265 –3,943 Retained earnings (including net profit/loss for the year) –846 –43,330 Total equity 669,907 655,950 LIABILITIES Non-current liabilities Non-current lease liability 17, 26 47,188 72,216 Deferred tax liabilities 18 19,123 20,482 Other liabilities 6,014 746 Total non-current liabilities 72,325 93,444 Current liabilities Bank overdraft 26 113,219 103,801 Current lease liability 17, 26 28,812 28,249 Trade payables 251,285 200,827 Current tax liabilities 3,377 3,701 Other liabilities 27 28,530 13,043 Other provisions 28 845 14,211 Accrued expenses and deferred income 29 94,224 70,287 Total current liabilities 520,292 434,119 Total liabilities 592,617 527,563 TOT AL EQUITY AND LIABILITIES 1,262,524 1,183,513 The notes on pages 35–60 form an integral part of these consolidated financial statements. Haypp Group | Annual Report 2025 32 Financial statements, Group
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Consolidated statement of changes in equity Amounts in KSEK Share capital Other contributed capital Translation differences Retained earnings Total equity Opening balance, 2024-01-01 1,955 694,627 –9,503 –88,312 598,767 Profit/loss for the year 44,981 44,981 Other comprehensive income for the year 5,560 5,560 Total comprehensive income 0 0 5,560 44,981 50,541 New share issue 0 4,179 4,179 Share-based compensations 2,463 2,463 Total transactions with shareholders in their capacity as shareholders 0 6,642 0 0 6,642 Closing balance, 2024-12-31 1,955 701,269 –3,943 –43,330 655,950 Opening balance, 2025-01-01 1,955 701,269 –3,943 –43,330 655,950 Profit/loss for the year 42,485 42,485 Other comprehensive income for the year –40,321 –40,321 Total comprehensive income 0 0 –40,321 42,485 2,163 New share issue 130 10,595 10,725 Share-based compensations 1,069 1,069 Total transactions with shareholders in their capacity as shareholders 130 11,664 0 0 11,794 Closing balance, 2025-12-31 2,085 712,933 –44,265 –846 669,907 Haypp Group | Annual Report 2025 33 Financial statements, Group
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Consolidated statement of cash flow Amounts in KSEK Note 2025 2024 Cash flow from operating activities Operating profit/loss 58,373 64,153 Adjustment for non-cash items: – Depreciation and amortization of tangible and intangible assets 127,694 116,053 – Other items not affecting cash flow 34 –7,547 12,841 Interest received 291 278 Interest paid –8,852 –11,176 Income tax paid –4,094 –3,088 Cash flow from operating activities before change in working capital 165,864 179,060 Cash flow from change in working capital Increase/decrease in inventories –65,208 –28,370 Increase/decrease in operating receivables –66,338 –40,777 Increase/decrease in operating liabilities 105,679 84,720 Total change in working capital –25,868 15,573 Cash flow from operating activities 139,996 194,632 Cash flow from investing activities Acquisition of subsidiaries after deduction for acquired cash and cash equivalents 12 –2,366 –1,522 Investment in intangible assets 14 –79,334 –71,486 Investment in tangible assets 15 –10,163 –34,314 Disposal of tangible assets 1,278 375 Change in other financial assets –13,332 –8,015 Cash flow from investing activities –103,916 –114,962 Cash flow from financing activities 33 Change bank overdraft 9,418 –32,576 Change other loans 2,858 –2,745 Repayment of leasing debt 17 –29,464 –26,587 New share issue 25 10,732 4,179 Cash flow from financing activities –6,456 –57,729 Decrease/increase in cash and cash equivalents Opening cash and cash equivalents 35,223 11,424 Cash flow for the period 29,624 21,941 Exchange-rate differences in cash and cash equivalents –7,583 1,858 Closing cash and cash equivalents 57,264 35,223 Haypp Group | Annual Report 2025 34 Financial statements, Group
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Notes Note 1 General information Haypp Group AB (publ), registration number 559075–6796, is a public limited liability company incorporated in Sweden with its registered office in Stockholm. The address of the Group’s head office is Östgötagatan 12, SE-116 25 Stock- holm. The Group’s operations consist primarily of distance selling of tobacco and nicotine products and other activities related thereto. Shareholders holding more than 10 per cent of the total number of shares in the Company are GR8 Ventures AB and Patrik Rees. The Company is the parent company of a group compris- ing the wholly owned subsidiaries Snusbolaget Norden AB (556801-3683), Nicokick AB (559505-9972), Haypp Sverige AB (559505-9964) and Northerner Scandinavia AB (556559-1699), all domiciled in Stockholm. In addition, Haypp Group AB is the parent company of the wholly owned sub- sidiaries Snushjem.no AS domiciled in Norway, Haypp Lim- ited domiciled in the United Kingdom, Haypp GmbH domi- ciled in Germany, and Haypp MEA Holdings Ltd domiciled in the United Arab Emirates. Northerner Scandinavia AB in turn owns Snusbolaget Europa AB (559466-7122) domiciled in Haninge, as well as Northerner Scandinavia Inc., domiciled in the United States. Haypp Sverige AB owns Snusvaruhuset Sweden AB (559396-0957), domiciled in Staffanstorp. Unless otherwise stated, all amounts are presented in thou- sands of Swedish kronor (KSEK).. Note 2 Summary of important accounting principles 2.1 Basis for preparation of the reports The consolidated financial statements have been prepared in accordance with the Annual Accounts Act, RFR 1 Supple- mentary Accounting Rules for Groups, as well as Interna- tional Financial Reporting Standards (IFRS) and interpreta- tions from the IFRS Interpretations Committee (IFRS IC) as adopted by the EU. It has been prepared in accordance with the acquisition value method, except for financial assets and liabilities valued at fair value via the income statement. Preparing reports in accordance with IFRS requires the use of some important estimates for accounting purposes. Furthermore, management is required to make certain assessments when applying the Group’s accounting prin- ciples. The areas that include a high degree of assessment, which are complex or such areas where assumptions and estimates are of significant importance for the consolidated accounts are stated in Note 2.22. Significant estimates and assessments for accounting purposes. 2.2 New and amended standards not yet applied by the Group A number of new standards, amendments in standards and interpretations that have been published, enter into force for financial years beginning after 1 January 2025 and have not been applied in the preparation of this financial report. In April 2024, the IASB issued IFRS 18 in response to inves- tors’ concerns regarding comparability and transparency in entities’ financial performance reporting. The new pre- sentation requirements in IFRS 18 are expected to enhance the comparability of financial performance between similar entities, in particular with respect to the definition of “oper- ating profit”. In addition, the new disclosure requirements relating to management-defined performance measures are expected to strengthen transparency. IFRS 18 is effective from 1 January 2027 and has not yet been applied by the Group. Haypp Group AB is currently in the process of assessing the effects of applying IFRS 18 on the Group. Haypp Group AB will present its first annual report prepared in accordance with IFRS 18 for the period ending 31 December 2027. The Group will present its first interim financial report prepared in accordance with IFRS 18 for the period ending 31 March 2027. It is expected that the statement of cash flows will be affected, as interest received and interest paid will be pre- sented within investing activities and financing activities, respectively, when IFRS 18 is applied. Haypp Group AB already presents a subtotal for operating profit in the statement of profit or loss. The Group is per- forming a detailed analysis to determine the appropriate classification of items in order to ensure that this subtotal complies with the requirements of IFRS 18. Furthermore, net finance income/expense as currently presented will no lon- ger be disclosed, and a new subtotal showing profit before financing and income tax will be presented. In addition, the new requirements regarding aggregation and disag- gregation may result in changes to ensure that the primary financial statements and notes provide useful and structured information. The Group is also assessing which performance measures currently reported outside the financial statements meet the definition of management-defined performance measures under IFRS 18. 2.3 Consolidated financial statements SUBSIDIARIES Subsidiaries are all companies over which the Group has a controlling influence. The Group controls a company when it is exposed to or has the right to a variable return from its holding in the company and has the opportunity to influence the return through its influence in the company. Subsidiaries are included in the consolidated financial state- ments from the date on which the controlling influence is transferred to the Group. They are excluded from the con- solidated financial statements from the date on which the controlling influence ceases. Haypp Group | Annual Report 2025 35 Notes, Group
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The acquisition method is used to report the Group’s busi- ness acquisitions. The purchase price for the acquisition of a subsidiary consists of the fair value of transferred assets, liabilities that the Group incurs to previous owners of the acquired company and shares issued by the Group. The purchase price also includes the fair value of all assets or liabilities that are a consequence of an agreement on a contingent purchase price. Identifiable acquired assets and assumed liabilities in a business combination are valued, with a few exceptions, initially at fair values on the acquisi- tion date. Every contingent purchase price to be transferred by the Group is reported at fair value at the time of acquisition. Subsequent changes in the fair value of a contingent consideration that is classified as an asset or liability are reported in the income statement. Contingent consideration that is classified as equity is not revalued and subsequent settlement is reported in equity. For each acquisition, i.e. acquisition by acquisition, the Group decides whether non-controlling interests in the acquired company are reported at fair value or at the hold- ing’s proportionate share in the carrying amount of the com- pany’s identifiable net assets. 2.4 Foreign currency translation FUNCTIONAL CURRENCY AND REPORTING CURRENCY The various units in the Group have the local currency as the functional currency as the local currency has been defined as the currency used in the primary economic environment in which each unit is mainly active. In the consolidated accounts, Swedish kronor (SEK) is used, which is the parent company’s functional currency and the group’s reporting currency. Transactions and balance sheet items Transactions in foreign currency are translated into the func- tional currency according to the exchange rates that apply on the transaction date. Exchange rate gains and losses that arise from the payment of such transactions and from the translation of monetary assets and liabilities in foreign currency at the exchange rate on the balance sheet date are reported in the operating profit in the statement of compre- hensive income. Exchange rate gains and losses relating to loans and cash and cash equivalents are reported in the statement of comprehensive income as financial income or financial expenses. All other exchange rate gains and losses are reported in the items other operating expenses and other operating income in the statement of comprehensive income. TRANSLA TION OF FOREIGN GROUP COMPANIES Earnings and financial position for all Group companies that have a functional currency other than the reporting currency are translated into the Group’s reporting currency. Assets and liabilities for each of the balance sheets are translated from the functional currency of the foreign operations to the Group’s reporting currency, Swedish kronor, at the exchange rate prevailing on the balance sheet date. Income and expenses for each of the income statements are trans- lated into Swedish kronor at the average exchange rate that existed at each transaction date. Translation differences that arise from currency translation of foreign operations are reported in other comprehensive income. Accumulated gains and losses are reported in the profit for the period when the foreign operations are divested in whole or in part. Goodwill and fair value adjustments that arise on the acqui- sition of a foreign operation are treated as assets and liabili- ties in this operation and are translated at the exchange rate on the balance sheet date. 2.5 Revenue recognition Haypp’s main revenue streams are: • Sales of snus and nicotine products online • Sale of online marketing space • Sales of market research • Sales of services via analysis tools SALES OF GOODS Revenues from agreements with customers mainly com- prise sales of snus and nicotine products online. Sales are reported as revenue at the time the control of the goods is transferred, which occurs when the products are delivered to the customer, and there are no unfulfilled commitments that may affect the customer’s approval of the goods. Deliv- ery takes place when the goods have been transported to the agreed location and the risks of obsolete or lost goods have been transferred to the customer. Shipping is not considered a separate performance commitment and is reported as part of product sales. The Group operates a customer loyalty programme under which customers earn points for purchases made. The points that members of the loyalty programme can earn and subsequently use in the form of discounts represent a right that they would not receive without entering into the contract. Earned but unredeemed points are recognised as a current liability and as a reduction of revenue, reflecting the future reduction of revenue when the discounts asso- ciated with the awarded points are redeemed. Revenue is recognised when the points are redeemed or expire, which occurs no later than twelve months after they are earned. The liability is measured at fair value based on outstanding points and the probability of redemption, determined using historical data. Revenue from agreements with customers is valued at the transaction price that reflects the compensation that the Group expects to receive from the sale of the goods, after deduction of V A T and other sales taxes. In connection with the transaction price, the Group considers whether there are other commitments that constitute separate perfor- mance commitments and to which the transaction price is to be allocated, and the effects of variable compensation that affect the transaction amount. Variable remuneration includes, among other things, discounts and product returns and is reported as a deduction from income based on the amounts that the Group expects to repay. Note 2 Summary of important accounting principles, cont. Haypp Group | Annual Report 2025 36 Notes, Group
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SERVICES The Group enters into agreements with certain parties that include the provision of marketing services, market research and services via analysis tools. Revenue from the services provided is reported in the period in which they are pro- vided. Revenues from services in the form of marketing take place at a time in connection with products being exposed and marketed by the Group. 2.6 Leasing The Group acts as a lessee. The Group’s leasing agreements where the Group is the lessee essentially refer to premises, machines, trucks, office equipment and various equipment. LEASING - THE GROUP AS LESSEE For all leasing agreements, except for the exceptions men- tioned below, a right-of-use asset and a corresponding leasing liability are reported on the day on which the leased asset is available for use by the Group. Each lease payment is divided between the repayment of the debt and the finan- cial cost. The financial cost shall be distributed over the leasing period so that each accounting period is charged with an amount corresponding to a fixed interest rate for the debt reported during the respective period. Rights-of-use assets are amortized on a straight-line basis over the shorter of the asset’s useful life and the length of the lease. The leasing agreements run for periods of 1-7 years, but options to extend or terminate the agreements exist. Assets and liabilities arising from leasing agreements are initially reported at the present value of future leasing fees. Leasing liabilities include the present value of the following leasing payments: • fixed fees, • variable leasing fees that depend on an index or interest rate, • residual value guarantees, and • call options (which will be exercised with reasonable certainty). Lease payments are discounted with the implicit interest rate when it can be determined easily, otherwise the mar- ginal loan interest rate is used. Right-of-use assets are valued at acquisition value and include the following: • the initial valuation of the lease liability, • payments made at or before the time when the leased asset is made available to the lessee, • any initial direct expenditure, and • estimation of any costs for dismantling and removal of the underlying asset, restoration of the location where it is located or restoration of the underlying asset to the condi- tion prescribed in the terms of the lease. The Group applies the exemption attributable to non-leas- ing components and has chosen not to separate these from leasing fees attributable to premises. The Group applies the exemption in IFRS 16, which means that leasing fees attributable to short-term leasing agree- ments and leasing agreements for which the underlying asset has a low value are not reported as a right-of-use asset and leasing liability but are reported as an expense on a straight-line basis over the leasing period. Short-term leas- ing agreements are agreements with a leasing period of 12 months or less. Leasing agreements for which the underlying asset has a low value essentially refer to office equipment. OPTIONS TO EXTEND AND TERMINA TE AGREEMENTS Options to extend or terminate agreements are included in the Group’s leasing agreements regarding offices. The terms are used to maximize the flexibility in the handling of the agreements. Options to extend or terminate agreements are included in the asset and liability as it is reasonably certain that they will be exercised. ACCOUNTING IN SUBSEQUENT PERIODS The lease liability is revalued if there are any changes in the lease agreement or if there are changes in the cash flow that are based on the original contract term. Changes in cash flows based on original contract terms occur when; the group changes its initial assessment of whether options for extension and/or termination will be exercised, there will be changes in previous assessments if a call option will be exer- cised, leasing fees will change due to changes in the index or interest rate. A revaluation of the lease liability leads to a corresponding adjustment of the right-of-use asset. If the carrying amount of the right-of-use asset has already been reduced to zero, the remaining revaluation is reported in the income statement. The right-of-use asset is tested for impair- ment whenever events or changes in conditions indicate that the carrying amount of an asset cannot be recovered. PRESENT A TION Right-of-use assets and lease liabilities are reported on a separate line in the balance sheet. Depreciation of right-of- use assets is reported in the income statement on the line depreciation and the interest expense on the lease liability is reported as a financial expense. Leasing fees attributable to low-value leasing agreements and short-term leasing agree- ments are reported in the income statement under Other external costs. Repayment of the lease liability is reported as cash flow from financing activities. Payments of interest as well as payments of short-term leasing agreements and leasing agreements of low value are reported as cash flow from operating activities. 2.7 Current and deferred income tax The tax expense for the period comprises current tax cal- culated on the tax profit for the period according to current tax rates. The current tax expense is adjusted with changes in deferred tax assets and liabilities that relate to temporary differences and unutilized deficits. The current tax cost is calculated on the basis of the tax rules that are decided on the balance sheet date or in practice decided in the countries where the parent com- pany and its subsidiaries are active and generate taxable income. Management regularly evaluates the claims made in self-declarations regarding situations where applicable tax rules are subject to interpretation. It makes, when deemed appropriate, provisions for amounts that are likely to be paid to the tax authority. Note 2 Summary of important accounting principles, cont. Haypp Group | Annual Report 2025 37 Notes, Group
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Deferred tax is reported on all temporary differences that arise between the tax value of assets and liabilities and their reported values in the consolidated accounts. However, deferred tax liabilities are not reported if they arise as a result of the initial recognition of goodwill. Deferred tax is also not reported if it arises as a result of a transaction that consti- tutes the first recognition of an asset or liability that is not a business combination and which, at the time of the transac- tion, does not affect the reported or taxable result. Deferred income tax is calculated by applying tax rates (and laws) that have been decided or announced on the balance sheet date and that are expected to apply when the relevant deferred tax asset is realized or the deferred tax liability is settled. Deferred tax assets are reported to the extent that it is prob- able that future taxable surpluses will be available, against which the temporary differences can be utilized. Deferred tax assets and liabilities are set off when there is a legal right of set-off for current tax claims and tax liabilities and when the deferred tax assets and liabilities relate to taxes debited by one and the same tax authority and refer to either the same tax subject or different tax subjects, where there is an intention to regulate balances through net payments. Current and deferred tax are reported in the statement of comprehensive income, except when the tax refers to items that are reported in other comprehensive income or directly in equity. In such cases, the tax is also reported in other com- prehensive income and equity. 2.8 Intangible assets GOODWILL Goodwill arises on the acquisition of subsidiaries and refers to the amount by which the purchase price, any non-con- trolling interest in the acquired company and the fair value on the acquisition date of the previous equity share in the acquired company exceeds the fair value of identifiable acquired net assets. In order to test impairment, goodwill acquired in a business combination is allocated to cash-generating units or groups of cash-generating units that are expected to benefit from synergies from the acquisition. Each unit or group of units to which goodwill has been allocated corresponds to the lowest level in the Group at which the goodwill in question is monitored in internal management. Goodwill is monitored based on operating segments. TRADEMARKS, CUSTOMER RELA TIONSHIPS AND WEBSITES Trademarks, customer relationships and websites acquired through a business combination are reported at fair value on the acquisition date. Trademarks, customer relationships and websites have a definable useful life and are reported at acquisition value less accumulated depreciation. CAPIT ALIZED DEVELOPMENT EXPENSES AND SIMILAR Capitalised development expenses and similar items pri- marily comprise capitalised costs relating to the develop- ment of e-commerce platforms, digital tools and technical infrastructure. The Group continuously assesses whether internally generated intangible assets, such as capitalised development expenditures, meet the criteria for recognition as intangible assets. The following criteria must be met in order for internally generated intangible assets to be activated: • it is technically possible to complete the internally gener- ated intangible asset so that it can be used, • the company’s intention is to complete the internally gen- erated intangible asset and to use or sell it, • there are conditions for using or selling the internally gen- erated intangible asset, • it can be shown how the internally generated intangible asset generates probable future economic benefits, • adequate technical, financial and other resources to complete the development and to use or sell the internally generated intangible asset are available, and • the expenses attributable to the internally generated intangible asset during its development can be calculated reliably. Other development expenses, which do not meet these cri- teria, are expensed as incurred. Expenses for development that were previously expensed are not reported as an asset in the subsequent period. Capitalized development expenses that are reported as intangible assets are depreciated from the time the asset is ready for use. Depreciation of intangible assets in order to distribute their acquisition value down to the estimated residual value over the estimated useful life, is made on a straight-line basis as follows: • Trademarks, customer relationships and websites, 10 years • Capitalized development expenses and similar, 5 years 2.9 Tangible fixed assets Tangible fixed assets include equipment and improvement expenses on someone else’s property. Tangible fixed assets are reported at acquisition value less depreciation. The acquisition value includes expenses that can be directly attributed to the acquisition of the asset. Additional expenses are added to the asset’s carrying amount or are reported as a separate asset, as appropriate, only when it is probable that the future economic benefits associated with the asset will benefit the Group and the asset’s acquisition value can be measured reliably. The carrying amount of the replaced part is removed from the statement of financial position. All other forms of repairs and maintenance are reported as costs in the statement of com- prehensive income during the period in which they arise. Depreciation of tanginble assets, in order to distribute their acquisition value down to the estimated residual value over the estimated useful life, is made on a straight-line basis as follows: • Improvement expenses on someone else’s property are depreciated according to the length of the contract period • Equipment 3–5 years The assets’ residual values and useful lives are tested at the end of each reporting period and adjusted if necessary. Note 2 Summary of important accounting principles, cont. Haypp Group | Annual Report 2025 38 Notes, Group
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The carrying amount of an asset is immediately written down to its recoverable amount if the carrying amount of the asset exceeds its estimated recoverable amount. Gains and losses on divestments are determined through a comparison between sales proceeds and the carrying amount and are reported in other operating income or other operating expenses net in the statement of comprehensive income. 2.10 Write-downs of non-financial assets Goodwill that has an indefinite useful life or intangible assets that are not ready for use is not amortized but is tested annually, or when there is an indication of impairment, regarding any need for impairment. Assets that are depre- ciated are assessed with respect to impairment whenever events or changes in circumstances indicate that the car- rying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and its value in use. When assessing impairment, assets are grouped at the lowest levels where there are substantially independent cash flows (cash-generating units). For assets (other than goodwill) that have previously been written down, an assessment is made on each balance sheet date as to whether reversal should be made. 2.11 Financial instruments ACCOUNTING AND REMOV AL FROM THE BALANCE SHEET Financial assets and financial liabilities are reported when the Group becomes a party to the instrument’s contractual terms. Purchases and sales of financial assets and liabilities are reported on the business day, the date on which the Group undertakes to buy or sell the asset or liability. A financial asset is removed from the statement of finan- cial position when the right to receive cash flows from the instrument has expired or has been transferred and the Group has transferred virtually all risks and benefits associ- ated with ownership. A financial liability is removed from the statement of financial position when the obligations have been settled, canceled or otherwise terminated. Gains and losses that arise from cancellations from the balance sheet are reported directly in the income statement under Finan- cial income and expense. CLASSIFICA TION AND V ALUA TION FINANCIAL ASSETS Financial assets are reported at fair value at the first report- ing date plus, in cases where the asset is not reported at fair value via the income statement, transaction costs that are directly attributable to the purchase. Transaction costs attributable to financial assets that are reported at fair value via the income statement are expensed directly in the income statement. The Group classifies and values its financial assets in the following categories: • financial assets that are reported at amortized cost, and • financial assets that are reported at fair value via the income statement The classification of financial assets depends on the Group’s business model for managing financial assets and the contractual terms for the assets’ cash flows. The Group reclassifies financial assets only in cases where the Group’s business model for the instruments changes. Subsequent valuation of financial assets depends on the Group’s business model for managing the asset and the type of cash flows the asset gives rise to. The Group classi- fies its financial assets into two valuation categories: • Amortised cost (line items: Other non-current receivables, Accounts receivables, Other receivables, Accrued income, Cash and cash equivalents): Assets that are held for the purpose of collecting contractual cash flows, where those cash flows consist solely of payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is recognised as financial income using the effective interest method. Gains and losses arising on derecognition are recognised directly in profit or loss within other gains and losses, together with foreign exchange results. Impairment losses are rec- ognised in profit or loss. • Fair value through profit or loss (line item: Accounts receivables): Assets that do not meet the criteria for measurement at amortised cost are measured at fair value through profit or loss. Gains or losses on debt instruments measured at fair value through profit or loss are recognised net in profit or loss in the period in which they arise. The Group manages two portfolios of accounts receivables. One portfolio relates to factoring arrangements for which the Group has substantially transferred the risks and rewards to a third party and is classified as financial assets measured at fair value through profit or loss. The other portfolio is held to collect contractual cash flows solely representing payments of principal and interest and is measured at amortised cost. FINANCIAL LIABILITIES The Group has financial liabilities that are valued after the first reporting date at accrued acquisition value with appli- cation of the effective interest method and at fair value via the income statement. The Group’s financial liabilities measured at amortised cost comprise the following line items: bank overdrafts, borrow- ings from credit institutions, trade payables, other liabilities, and accrued expenses. Financial liabilities are removed from the statement of finan- cial position when the obligations have been settled, can- celed or otherwise terminated. The difference between the carrying amount of a financial liability (or part of a financial liability) that has been eliminated or transferred to another party and the consideration paid, including transferred assets that are not cash or assumed liabilities, is reported in the statement of comprehensive income. Trade payables are financial liabilities and represent obliga- tions to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Note 2 Summary of important accounting principles, cont. Haypp Group | Annual Report 2025 39 Notes, Group
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Financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer payment of the debt for at least 12 months after the end of the reporting period. IMPAIRMENT OF FINANCIAL ASSETS REPORTED A T ACCRUED ACQUISITION V ALUE. The Group applies the expected credit loss model to finan- cial assets measured at amortised cost. A loss allowance for expected credit losses is recognised at each reporting date to the extent that the amount is considered material. The Group applies the simplified approach for accounts receivables, whereby lifetime expected credit losses are recognised. Accounts receivables are grouped based on shared credit risk characteristics and ageing in order to mea- sure expected credit losses. The assessment incorporates current conditions and forward-looking factors. Expected credit losses are recognised in other external expenses in the Group’s statement of comprehensive income. 2.12 Inventories Inventories are reported at the lower of cost and net real- izable value. The acquisition value is determined using the first-in, first-out method (FIFO). The acquisition value of merchandise is determined after deduction of discounts. The net sales value is the estimated sales price in operating activities, less applicable variable sales costs. 2.13 Accounts receivables Accounts receivables represent amounts due from cus- tomers for goods sold or services rendered in the ordinary course of business. Accounts receivables are initially rec- ognised at fair value, which corresponds to the transaction price. The Group has two portfolios of accounts receivables. One portfolio is subject to factoring arrangements and is sold to a third party. These receivables are measured at fair value through profit or loss. The other portfolio is held with the objective of collecting contractual cash flows and is therefore measured at amortised cost at subsequent report- ing dates. 2.14 Cash and cash equivalents Cash and cash equivalents comprise bank balances and are presented both in the statement of financial position and in the statement of cash flows. The Group applies the general expected credit loss model to cash and cash equivalents. 2.15 Share capital Ordinary shares are classified as equity. Transaction costs that can be directly attributed to the issue of new shares are reported, net after tax, in equity as a deduction from the issue proceeds. Payment of subscription premiums regard- ing warrants is reported in equity. WARRANTS FOR EMPLOYEES The Group has issued warrants to employees. The employ- ees have paid the fair value of the warrants. The warrant premium is reported against other contributed capital. The program has been classified as equity settled as the holder will receive shares upon redemption. Upon redemption of the warrants, the exercise price will be reported against equity. WARRANTS FOR THIRD PARTIES The Group has issued warrants to external parties. These have paid the fair value of the warrants and these instru- ments meet the criteria for reporting in equity as a fixed number of shares must be delivered. The warrants premium is reported against other contributed capital. Upon redemp- tion of the warrants, the exercise price will be reported against equity. 2.16 Borrowing Borrowing is initially reported at fair value, net after transac- tion costs. Borrowing is then reported at accrued acquisition value and any difference between the amount received (net after transaction costs) and the repayment amount is reported in the statement of comprehensive income dis- tributed over the loan period, applying the effective interest method. Borrowing is removed from the statement of financial posi- tion when the obligations have been settled, canceled or otherwise terminated. The difference between the carrying amount of a financial liability (or part of a financial liability) that has been eliminated or transferred to another party and the consideration paid, including transferred assets that are not cash or assumed liabilities, is reported in the statement of comprehensive income. Borrowing is classified as current liabilities unless the Group has an unconditional right to defer payment of the debt for at least 12 months after the end of the reporting period. 2.17 Trade payables Trade payables are financial instruments and represent obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if they fall due within one year. Otherwise, they are classified as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. 2.18 Employee remuneration SHORT-TERM COMPENSA TION TO EMPLOYEES Liabilities for salaries and benefits, including non-monetary benefits and paid absences, which are expected to be set- tled within 12 months after the end of the financial year, are reported as current liabilities at the undiscounted amount that is expected to be paid when the debts are settled. The cost is reported in the statement of comprehensive income as the services are performed by the employees. The liability is reported as a liability regarding employee benefits in the Group’s statement of financial position. PENSION OBLIGA TIONS The Group only has defined contribution pension plans. A defined contribution pension plan is a pension plan accord- ing to which the company pays fixed contributions to a sep- arate legal entity. The Group has no legal or informal obliga- tions to pay additional fees if this legal entity does not have sufficient assets to pay all employee benefits related to the employees’ service during the current or previous periods. The fees are reported as personnel costs in the statement of comprehensive income when they fall due for payment. Note 2 Summary of important accounting principles, cont. Haypp Group | Annual Report 2025 40 Notes, Group
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SHARE-BASED COMPENSA TIONS Share-based compensations relate to compensation to employees under the employee share option programmes implemented over the years. Personnel expenses are rec- ognised for the fair value of the services received and are recognised over the vesting periods of the programmes, based on the fair value of the equity instruments granted. The fair value is determined at the grant date, i.e. the date on which the Group and the employees agree on the terms and conditions of the programme. Where the programmes are settled in equity instruments, they are classified as equi- ty-settled, and an amount corresponding to the recognised personnel expense is recognised directly in equity. The recognised expense is initially based on the number of options expected to vest, taking into account the number of programme participants expected to remain in service during the vesting period. The number of outstanding options is revised at each reporting date until the end of the vesting period. In certain countries, social security contributions are pay- able upon exercise of the options based on the value of the employee benefit. An expense and a provision for such social security contributions are recognised over the vesting period. The provision is based on the number of options expected to vest and on the fair value of the options at each reporting date until the final exercise of the options. 2.19 Provisions Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, it is prob- able that an outflow of resources will be required to settle the obligation, and the amount can be estimated reliably. Provisions are measured at the present value of the amount expected to be required to settle the obligation. In assessing probability and estimating the amount, the Group considers all available evidence, including advice from legal counsel. The provision is reviewed regularly and adjusted to reflect new information or changes in circumstances. If an outflow of resources is no longer considered probable, the provi- sion is reversed. A pre-tax discount rate is used that reflects current market assessments of the time value of money and the risks specific to the provision. The increase in the provi- sion due to the passage of time is recognised as an interest expense. 2.20 Cash flow statement The cash flow analysis is prepared according to the indirect method. The reported cash flow only includes transactions that resulted in inflows or outflows. 2.21 Important estimates and assessments for accounting purposes The Group makes estimates and assumptions about the future. The estimates for accounting purposes that result from these will, by definition, rarely correspond to the actual result. The estimates and assumptions that involve a signifi- cant risk of significant adjustments in the reported values of assets and liabilities during the next financial year are dealt with in outline below. IMPAIRMENT TESTING FOR GOODWILL Every year, the Group examines whether there is any need for impairment of goodwill, in accordance with the account- ing principle described in Note 14. Recycling values for cash-generating units have been determined by calculating value in use. For these calculations, certain assumptions must be made, of which the most important assumptions are sales growth, EBITDA margin, the discount rate and the long-term growth rate. The carrying amount of goodwill amounts to SEK 153,028 thousand as of December 31, 2024. The recoverable amount exceeds the carrying amount of goodwill by a good margin. For more information on impair- ment testing, see Note 14. V ALUA TION OF DEFERRED T AX ASSETS Every year, the Group examines whether there is any need for impairment of deferred tax assets relating to tax loss carryforwards. The assessment also takes into account current tax legislation and known future changes in the leg- islation. In addition, the Group is examining the possibility of capitalizing new deferred tax assets regarding the year’s tax loss carryforwards, if applicable. Deferred tax assets are only recognized in cases where it is probable that future tax surpluses will be available, against which the temporary difference can be utilized. V ALUA TION OF LEGAL CLAIMS The Group performs ongoing assessments, and at least annually, of whether provisions for legal disputes are required. A provision is recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount. Where these criteria are not met, no provision is recognised; instead, a contingent liability is disclosed where required. Note 2 Summary of important accounting principles, cont. Haypp Group | Annual Report 2025 41 Notes, Group
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Note 3 Financial Risk 3.1 Financial Risk Factors Through its operations, the Group is exposed to a number of different financial risks, such as: various market risks (cur- rency risk and interest rate risk), credit risk, liquidity risk and refinancing risk. The Group strives to minimize potential adverse effects on the Group’s financial results. The objec- tive of the Group’s financial operations is to: • ensure that the Group can fulfill its payment obligations, • manage financial risks, • ensure access to the necessary funding, and • optimize the group’s net financial items. The Group’s risk management is managed by a central finance department that identifies, evaluates and hedges financial risks in close collaboration with the Group’s operat- ing units. The Group has a finance policy that sets out guide- lines and frameworks for the Group’s financial operations. The responsibility for managing the Group’s financial trans- actions and risks is centralized to the Parent Company. MARKET RISKS CURRENCY RISK The Group is exposed to currency risks that arise from various currency exposures, primarily regarding the pound (GBP), Norwegian krone (NOK), Euro (EUR) and dollars (USD) as the company has foreign subsidiaries with these func- tional currencies. In the Group, currency risk arises from the translation of foreign subsidiaries’ income statement and balance sheet to the Group’s reporting currency, which is SEK, so-called bal- ance sheet exposure. Furthermore, there is a currency risk in the revaluation of the Group intercompany balances that are revalued at the exchange rate on the balance sheet date and the cash trans- fers that take place as part of the financing within the Group. See the table below for a summary. Transaction risks that arise mainly from exports from Swe- den to Europe also constitute a risk, but linked to the turn- over rate, it is not a significant risk factor. EXPOSURES 2025-12-31 2024-12-31 GBP NOK EUR USD GBP NOK EUR USD Balance sheet exposure 135 23,427 –874 –1,314 52 21,387 –266 –278 Group balances –2,597 651 –1,818 –26,001 –1,568 5,969 –578 –15,037 Most purchases are made in local currency, but in cases where purchases are made from foreign suppliers, a trans- action risk also arises which is currently considered to be low risk linked to turnover rate and the insignificance of the amounts. Due to the high turnover rate, purchases and sales are matched. SENSITIVITY ANAL YSIS - GROUP INTERCOMPANY BALANCES If the Swedish krona had weakened/strengthened by 5% in relation to GBP, with all other variables constant, the recal- culated profit after tax for the financial year 2024 would have been SEK 1,606 thousand (SEK 1,082 thousand) lower/higher, as a result of recalculation of group intercompany balances. If the Swedish krona had weakened/strengthened by 5% in relation to NOK, with all other variables constant, the recal- culated profit after tax for the financial year 2025 would have been SEK 30 thousand (SEK 290 thousand) lower/higher, as a result of recalculation of group intercompany balances. If the Swedish krona had weakened/strengthened by 5% in relation to EUR, with all other variables constant, the recal- culated profit after tax for the financial year 2025 would have been SEK 983 thousand (SEK 331 thousand) lower/higher, as a result of recalculation of group intercompany balances. If the Swedish krona had weakened/strengthened by 5% in relation to the USD, with all other variables constant, the recalculated profit after tax for the financial year 2025 would have been SEK 11,970 thousand (SEK 8,270 thousand) lower/ higher, as a result of recalculation of group intercompany balances. (A) INTEREST RA TE RISK Borrowing consists of liabilities to credit institutions with variable interest rates and other borrowing at fixed and variable interest rates. All borrowing takes place in SEK. The Group is exposed to interest rate risk regarding cash flows and fair value, the Group does not hedge its interest rate risk regarding future cash flows. Borrowings amount to SEK 189,219 thousand (SEK 204,265 thousand). SENSITIVITY ANAL YSIS INTEREST RA TE RISK If the interest rates on borrowing as of December 31, 2025 were 100 basis points higher/lower with all other variables constant, the estimated profit after tax for the financial year would have been SEK 1,132 thousand (SEK 1,038 thousand) lower/higher, as an effect of higher/lower interest costs for borrowing with variable interest rates. (B) CREDIT RISK Credit risk arises through balances with banks and credit institutions as well as customer credit exposures, including outstanding receivables. Credit risk is managed by Group management. Cash and cash equivalents are placed with several well-es- tablished credit institutions, all of which have high credit ratings assigned by external rating agencies. The allowance for expected credit losses is assessed as immaterial and, accordingly, no provision has been recognised. Accounts receivables comprise two separate streams, and credit risk is managed differently depending on the stream. For accounts receivables arising from the sale of goods to private individuals, the receivables, as well as the associ- Haypp Group | Annual Report 2025 42 Notes, Group
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Note 3 Financial Risk, cont. The table below analyzes the Group’s financial liabilities broken down by the time remaining on the balance sheet date until the contractual maturity date. The amounts stated in the table are the contractual, undiscounted cash flows. Per 31 December 2024 Less than 3 months Between 3 months and 1 year Between 1 and 2 years Between 2 and 5 years More than 5 years Total contractual cash flows Reported value Financial liabilities Bank overdraft 0 108,775 0 0 0 108,775 103,801 Other liabilities 11,115 2,674 0 0 0 13,789 13,789 Lease liability 7,219 21,658 46,331 26,815 6,810 108,833 100,465 Trade payables 200,827 0 0 0 0 200,827 200,827 Accrued expenses 49,494 16,938 0 0 0 66,432 66,432 Total 268,655 150,044 46,331 26,815 6,810 498,655 485,313 Per 31 December 2025 Financial liabilities Bank overdraft 0 117,983 0 0 0 117,983 113,219 Other liabilities 28,608 5,937 0 0 0 34,544 34,544 Lease liability 7,327 21,981 32,457 11,099 5,896 78,760 76,000 Trade payables 251,285 0 0 0 0 251,285 251,285 Accrued expenses 42,976 24,327 0 0 0 67,303 67,303 Total 330,195 170,227 32,457 11,099 5,896 549,875 542,351 ated credit risk, are transferred to various well-established payment service providers with high creditworthiness. Each Group entity is responsible for monitoring and analysing credit risk relating to other receivables, including accounts receivables arising from the sale of services to legal entities. In cases where no independent credit rating is available, a credit risk assessment of the customer’s creditworthiness is performed, taking into account the customer’s financial posi- tion as well as historical experience and other relevant fac- tors. Individual credit limits are established based on internal or external credit assessments, in accordance with limits set by the Group. The Group continuously monitors developments in credit risk related to long-term receivables and, at each reporting date, assesses expected credit losses based on historical payment experience, current financial information, and for- ward-looking assessments. Based on the above, management assesses the Group’s overall credit risk to be low. Credit losses have historically been insignificant, and the payment history is considered good. During the reporting period, no established credit limits were exceeded for any identified credit risk, and man- agement does not expect any material losses arising from non-payment by the Group’s counterparties. With respect to accounts receivables from legal entities, a continuous and structured dialogue is maintained with customers regarding their ability to meet payment obliga- tions. As these customers, to a significant extent, also act as suppliers to the Group, the mutual business relationship is considered to further mitigate credit risk. A default is deemed to occur when the Group assesses that the coun- terparty will be unable to meet its contractual obligations, or when a receivable is more than 120 days past due, based on counterparties’ historical payment patterns. Derecognition is applied when there is objective evidence indicating that the counterparty is experiencing severe financial difficulty and that the Group has no realistic prospect of recovery, but no later than when a receivable is more than 365 days past due. Taking into account historical payment experience as well as forward-looking information regarding macroeconomic factors that may affect counterparties’ ability to settle their obligations, management assesses that exposure to credit losses is low and that no material loss allowance is required as at the reporting date. CONCENTRA TION RISK The Group has a limited number of major tobacco suppli- ers that also constitute customers. Of the total accounts receivables outstanding at year-end, SEK 91,769 thousand relate to these customers, representing 72% of total accounts receivables. Other than this, the Group does not have any significant credit risk exposure to any single counterparty or group of counterparties with similar characteristics. As these customers also act as suppliers to the Group, the mutual business relationship is considered to mitigate credit risk. The Group continuously analyses and monitors receivables from these counterparties and actively manages the collec- tion of outstanding amounts. (C) LIQUIDITY RISK The Group ensures, through prudent liquidity management, that sufficient cash is available to meet the requirements of its day-to-day operations. At the same time, the Group ensures that it has sufficient headroom under its committed credit facilities so that liabilities can be settled as they fall due. Management monitors rolling forecasts of the Group’s liquidity reserve (including undrawn credit facilities) and cash and cash equivalents based on expected cash flows. The analyses are normally performed by the central finance function, taking into account the policies and limits estab- lished by Group management. The cash outflows relating to the Group’s financial liabilities presented in the table below are expected to be settled primarily using existing cash and cash equivalents, the undrawn portion of the overdraft facil- ity, and cash inflows from short-term receivables, primarily accounts receivables. Haypp Group | Annual Report 2025 43 Notes, Group
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Note 3 Financial Risk, cont. (D) REFINANCING RISK Refinancing risk is defined as the risk that difficulties arise in refinancing the Group, that financing cannot be obtained, or that it can only be obtained at increased costs. The risk is limited by the Group continuously evaluating various financ- ing solutions. 3.2 Fair value level The different levels of financial instruments valued at fair value are defined as follows: (A) LEVEL 1 FINANCIAL INSTRUMENTS Listed prices (unadjusted) in active markets for identical assets or liabilities. (B) LEVEL 2 FINANCIAL INSTRUMENTS Observable data for the asset or liability other than quoted prices included in level 1, either directly (i.e. as price quota- tions) or indirectly (i.e. derived from price quotations). (C) LEVEL 3 FINANCIAL INSTRUMENTS In cases where one or more significant inputs are not based on observable market information, the relevant instrument is classified at level 3. F AIR V ALUE OF FINANCIAL ASSETS AND LIABILITIES The carrying amounts of the Group’s financial assets and liabilities are assessed to be substantially equivalent to their fair values. This assessment is based on the fact that the assets and liabilities have short maturities, bear variable interest rates, or that no significant changes affecting fair value have occurred since the assets or liabilities were ini- tially recognised. The Group holds only accounts receivables that are mea- sured at fair value in the statement of financial position. Given their very short maturities, these receivables are mea- sured at invoiced amounts, without discounting, adjusted for credit risk. The fair value of these receivables is classified within Level 3 of the fair value hierarchy described above, as the valuation is not based on observable market data for the receivables. No transfers were made between the fair value hierarchy levels during the financial year or the prior financial year. 3.3 Management of capital The Group’s goal regarding the capital structure is to secure the Group’s ability to continue its operations, so that it can continue to generate returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to keep the costs of capital down. To maintain or adjust the capital structure, the Group may change the dividend paid to shareholders, repay capital to shareholders, issue new shares or sell assets to reduce liabilities. The Group has a strategy of having a balanced capital struc- ture where the debt / equity ratio is monitored on an ongo- ing basis based on the Group’s need for the capital debt / equity ratio at each balance sheet date, as follows: 2025-12-31 2024-12-31 Total borrowing 189,219 204,265 Cash and cash equivalents –57,264 –35,223 Net debt 131,955 169,044 Total equity 669,907 655,950 Total capital 537,952 486,907 Note 4 Segment information The Group’s highest executive decision-maker is the CEO, who mainly uses operating profit before depreciation and amortization (EBITDA) in the assessment of the operating segments’ results. The Group’s operations are managed and reported on the basis of the three operating segments: Core – consists of sales of oral nicotine products as well as marketing space and marketing research to the main mar- kets Sweden and Norway, which are more mature markets. Growth – consists of sales of oral nicotine products as well as marketing space and marketing research to the emerging markets US, UK, Germany, Austria and Switzerland which are more characterized as emerging markets. Emerging – consists of sales of oral nicotine products as well as marketing space and marketing research regarding vape category in Sweden and Germany. During 2025 sales of vape and heat-not-burn in UK was discontinued. Parent/Other – Consists mainly of items affecting compara- bility within operating profit and items that are not allocated within the segments. Haypp Group | Annual Report 2025 44 Notes, Group
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2025 Core Growth Emerging Parent/Other Eliminations Total Revenue from external customers 2,782,140 917,458 149,356 –21 0 3,848,934 Revenue from other segments 16,732 136 0 0 –16,868 0 Net sales 2,798,872 917,594 149,356 –21 –16,868 3,848,934 Operating profit/loss before depreciation 286,639 3,664 –51,599 –52,637 186,066 Depreciation and amortization of tangible and intangible assets –127,694 –127,694 Financial net –12,457 –12,457 Earnings before tax 45,916 Timing of revenue recognition: – at a point in time 2,756,828 917,458 149,356 –21 3,823,621 – over time 25,312 0 0 0 25,312 Total net sales from external customers 2,782,140 917,458 149,356 –21 3,848,934 Other segment information – assets 2,243,294 646,375 0 735,385 –2,362,531 1,262,524 – liabilities 2,038,353 592,184 0 52,445 –2,090,365 592,617 2024 Revenue from external customers 2,618,990 989,687 71,123 0 0 3,679,800 Revenue from other segments 19,952 0 0 0 –19,952 0 Net sales 2,638,942 989,687 71,123 0 –19,952 3,679,800 Operating profit/loss before depreciation 227,302 12,243 –33,293 –26,046 180,205 Depreciation and amortization of tangible and intangible assets –116,053 –116,053 Financial net –5,212 –5,212 Earnings before tax 58,940 Timing of revenue recognition: – at a point in time 2,587,658 989,687 71,123 0 3,648,468 – over time 31,332 0 0 0 31,332 Total net sales from external customers 2,618,990 989,687 71,123 0 3,679,800 Other segment information – assets 1,213,856 427,456 0 675,184 –1,132,982 1,183,513 – liabilities 986,430 383,142 0 4,789 –846,798 527,563 Note 4 Segment information, cont. Revenue from external customers, disaggregated by revenue streams 2025 2024 – goods 3,431,910 3,410,791 – other services 417,024 269,009 Total net sales from external customers 3,848,934 3,679,800 1) Other services relate to revenue that is not directly attributable to the sale of products. Net sales are reported below by geographical area Sales are reported in the countries where the sales were made. 2025 2024 Sweden 1,835,878 1,753,717 Norway 1,025,570 903,198 Europe1) 449,940 348,852 USA 537,546 674,033 Total 3,848,934 3,679,800 1) of which Germany 216,576 (202,420). Information about larger customers No customer individually accounts for more than ten per- cent of the Group’s total revenue. Non-current assets by geographical area Non-current assets, excluding financial instruments and deferred tax assets, allocated by physical location, are pre- sented in the table below: 2025 2024 Sweden 384,653 403,479 Norway 99,067 109,137 United Kingdom 1,250 6,395 USA 81,162 99,243 Total 566,133 618,253 Haypp Group | Annual Report 2025 45 Notes, Group
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Note 5 Other operating expenses 2025 2024 Exchange rate losses 2,162 1,925 Recharged laboratory testing costs 2,726 1,272 Total 4,889 3,197 Note 6 Auditors’ fees 2025 2024 PwC Audit fees –2,214 –1,603 Other audit-related fees –322 –357 Tax advisory fees –1,813 –694 Other fees –1,731 –6 Total –6,080 –2,660 Shaw Gibbs Audit fees –152 0 Total –152 0 Audit assignments refer to statutory audits of the annual and consolidated financial statement and accounting, as well as the Board of Directors’ and the CEO administration, as well as audits and other audits performed in accordance with an agreement or contract. This includes other tasks that are the responsibility of the company’s auditor to perform as well as advice or other assistance that is prompted by observations during such review or the implementation of such other tasks. Note 7 Employee benefits, etc. 2025 2024 Salaries Board and CEO –6,093 –5,166 of which variable remuneration –1,088 0 Other management (2 persons) –5,788 –5,154 of which variable remuneration –1,588 –1,434 Other employees –189,187 –142,408 Total –201,079 –152,729 Social costs CEO, Board and other management –4,669 –3,976 of which pension costs –1,126 –1,243 Other employees –72,523 –53,133 of which pension costs –17,489 –15,639 Total –77,192 –57,109 Total salaries, social and pension costs –278,271 –209,838 Average employees with geographical split per country 2025 2024 Average employees Of which men Average employees Of which men Sweden 211 112 167 94 Norway 11 9 12 10 USA 21 13 13 9 UK 8 4 7 5 Germany 4 1 0 0 The Group total 255 139 199 118 Gender distribution in the Group (incl. subsidiaries) for Board members and other senior executives 2025 2024 Number at the balance sheet date Of which men Number at the balance sheet date Of which men Board members 14 11 12 8 CEO and senior executives 4 4 4 4 The Group total 18 15 16 12 Haypp Group | Annual Report 2025 46 Notes, Group
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2025 Compensation and other benefits (KSEK) Salary/ Board fee Variable remuneration Other benefits Pension costs Share-based compensation Social charges Total Board members Lars-Johan Jarnheimer –409 0 0 0 0 –129 –538 Helena Juhlin Pink –205 0 0 0 0 –64 –269 Deepak Mishra –325 0 0 0 0 –102 –427 Adam Schatz –356 0 0 0 0 –112 –468 Patrik Rees –325 0 0 0 0 –102 –427 Linus Liljegren 0 0 0 0 0 0 0 Ingrid Jonasson Blank –244 0 0 0 0 –77 –320 Anneli Lindblom –141 0 0 0 0 –44 –185 CEO Gavin O'Dowd –3,000 –1,088 0 –290 0 –943 –5,321 Total –5,005 –1,088 0 –290 0 –1,573 –7,956 2024 Compensation and other benefits (KSEK) Salary/ Board fee Variable remuneration Other benefits Pension costs Share-based compensation Social charges Total Board members Deepak Mishra –217 0 0 0 0 –68 –285 Adam Schatz –217 0 0 0 0 –68 –285 Patrik Rees –325 0 0 0 0 –102 –427 Linus Liljegren 0 0 0 0 0 0 0 Ingrid Jonasson Blank –650 0 0 0 0 –204 –854 Anneli Lindblom –375 0 0 0 0 –118 –493 Kristian Ford –135 0 0 0 0 –43 –178 Per Sjödell –135 0 0 0 0 –43 –178 CEO Gavin O'Dowd –3,000 0 0 –440 0 –943 –4,383 Total –5,054 0 0 –440 0 –1,588 –7,082 Note 7 Employee benefits, etc., cont. Long-term incentive program (L TIP) Haypp Group AB has established equity-settled incentive programmes with the aim of attracting, retaining and moti- vating key employees and aligning the interests of employ- ees with those of shareholders. The programmes consist pri- marily of warrants granting the right to acquire shares in the Parent Company at a predetermined price and are offered to selected employees within the Group as well as other exter- nal key individuals. All of the Group’s warrant programmes were approved by shareholders at general meetings held during the years 2022–2025. A summary of the incentive programmes outstanding within the Group during the periods covered by the 2025 Annual Report is presented below. WARRANTS The warrants were acquired at fair value, which was deter- mined using the Black-Scholes valuation model at the respective grant dates. Each warrant entitles the holder to subscribe for one new share in Haypp Group AB (publ) against cash consideration at a subscription price per share as set out in the table below for each programme. The subscription prices and the number of warrants have been adjusted to reflect the share split (150:1) carried out in 2021. The warrants are not listed on any regulated market and are subject to transfer and exercise restrictions. Haypp Group | Annual Report 2025 47 Notes, Group
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Programme 2022–2025 2025 2024 Exercise price per warrant (SEK) Number of warrants Exercise price per warrant (SEK) Number of warrants Opening January 1 50.00 1,644,152 50.00 1,644,152 Assigned 0.00 0 0.00 0 Forfeited 0.00 0 0.00 0 Utilized –50.00 –1,644,152 0.00 0 Closing December 31 0.00 0 50.00 1,644,152 Programme 2023–2026 2025 2024 Exercise price per warrant (SEK) Number of warrants Exercise price per warrant (SEK) Number of warrants Opening January 1 41.52 800,000 41.52 800,000 Assigned 0.00 0 0.00 0 Forfeited –41.52 –80,000 0.00 0 Utilized 0.00 0 0.00 0 Closing December 31 0.00 720,000.00 41.52 800,000 Programme 2024–2027 2025 2024 Exercise price per warrant (SEK) Number of warrants Exercise price per warrant (SEK) Number of warrants Opening January 1 107.57 1,000,000 0.00 0 Assigned 0.00 0 107.57 1,000,000 Forfeited 0.00 0 0.00 0 Utilized 0.00 0 0.00 0 Closing December 31 107.57 1,000,000 107.57 1,000,000 Note 7 Employee benefits, etc., cont. Valuation model and assumptions at grant date The fair value of the warrants has been determined at the grant date using the Black-Scholes valuation model. The valuation was performed by an external, independent valuer and is based on the following key assumptions. Expected volatility is based on the historical volatility of the Compa- ny’s share. 2022–2025 2023–2026 2024–2027 Share price at grant date 29.88 31.94 73.44 Exercise price 50.00 41.52 107.57 Expected volatility 28.9 31.7 27.9 Expected life of the warrant 3 years 3 years 2.9 years Exercise period of the warrant 2022-05-31– 2025-05-31 2026-05-15– 2026-05-31 2027-05-15– 2027-05-31 Risk-free interest rate 1.5% 2.8% 2.4% Expected dividend yield 0% 0% 0% Liquidity discount 0.0% 14.8% 14.4% Maximum potential dilution 5.3% 2.7% 3.2% Fair value at grant date 1.66 4.03 5.14 Liquidity and transfer restrictions The warrants are unlisted and subject to restrictions on transferability and exercise. In light of these restrictions, the fair value has been adjusted for lack of marketability (discount for lack of marketability, DLOM). The overall assessment, based on option-based valuation models and empirical studies of illiquid instruments, has resulted in a total liquidity discount per programme, as presented in the table above. Recognition and measurement The fair value per warrant at the grant date, after adjustment for illiquidity and applicable restrictions, is presented in the table above. The premium paid for the warrants is rec- ognised in the share premium reserve. Haypp Group | Annual Report 2025 48 Notes, Group
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Programme 2024–2025 2025 2024 Exercise price per option (SEK) Number of options Exercise price per option (SEK) Number of options Opening January 1 53.80 70,197 0.00 0 Assigned 0.00 0 53.80 70,197 Forfeited -53.80 -70,197 0.00 0 Closing December 31 0.00 0 53.80 70,197 Programme 2024–2026 2025 2024 Exercise price per option (SEK) Number of options Exercise price per option (SEK) Number of options Opening January 1 42.00 55,000 0.00 0 Assigned 0.00 0 42.00 55,000 Forfeited 0.00 0 0.00 0 Closing December 31 42.00 55,000 42.00 55,000 Programme 2024–2027 2025 2024 Exercise price per option (SEK) Number of options Exercise price per option (SEK) Number of options Opening January 1 107.57 187,000 0.00 0 Assigned 0.00 0 107.57 187,000 Forfeited 0.00 0 0.00 0 Closing December 31 107.57 187,000 107.57 187,000 EMPLOYEE STOCK OPTION PROGRAMME Fair value of employee services The Company has an outstanding employee stock option programme classified as an equity-settled share-based payment arrangement in accordance with IFRS 2. Under the programme, employee stock options have been granted to members of senior management and certain other employ- ees. Vesting is subject to continued employment over a three-year period, and the options have a specified contrac- tual term from the grant date. Valuation model and assumptions at grant date The fair value of the options has been determined at the grant date using the Black-Scholes valuation model. The valuation was performed by an external, independent valuer and is based on the following key assumptions. Expected volatility is based on the historical volatility of the Compa- ny’s share. 2024–2025 2024–2026 2024–2027 Share price at grant date 73.36 73.36 73.36 Exercise price 53.80 42.00 107.57 Expected volatility 28.0 28.0 28.0 Expected life of the option 1 year 2 years 3 years Exercise period of the option 2025-05-15– 2025-05-31 2026-05-15– 2026-05-31 2027-05-15– 2027-05-31 Risk-free interest rate 2.68% 2.68% 2.68% Expected dividend yield 0% 0% 0% Liquidity discount 14.7% 14.7% 14.7% Maximum potential dilution 3.0% 0.0% 0.0% Fair value at grant date 18.6 29.0 5.14 The total cost for the employee stock option programme for the year amounted to KSEK 2,029 (2,756) and is recognised as personnel expenses, with a corresponding increase in equity under share-based compensations. L TIP 2025/2028 At the Annual General Meeting held on 15 May 2025, share- holders resolved to introduce a long-term incentive pro- gramme (L TIP 2025/2028) targeted at selected key individu- als within the Group. The programme comprises a maximum of 1,200,000 C shares, which are issued by Haypp Group AB (publ). The C shares entitle the holders to conversion into ordinary shares through a so-called net strike mechanism, subject to the volume-weighted average price (VWAP) of the share exceeding a predetermined threshold value. Conversion may take place during the period from the Annual General Meeting in 2028 until the Annual General Meeting in 2029. The timing of the conversion is determined by the Board of Directors and is binding on all holders of C shares. The maximum number of C shares that may be issued under the programme amounts to 1,200,000. The number of ordi- Note 7 Employee benefits, etc., cont. Haypp Group | Annual Report 2025 49 Notes, Group
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nary shares to be received upon conversion is dependent on the share price development at the time of conversion. Based on the number of outstanding shares at the date of the programme resolution, amounting to 30,570,888 shares, the maximum theoretical dilution is approximately 3.8 per- cent. Programme 2025–2028 Exercise price per C share (SEK) Number of C shares Opening January 1 0,00 0 Assigned 139.89 1,200,000 Closing December 31 139.89 1,200,000 Valuation model and assumptions at grant date The fair value of the issued C shares was determined at the grant date using the Black-Scholes valuation model, adjusted for the specific terms and conditions of the pro- gramme. The valuation was performed by an external, inde- pendent valuer and is based on the following key assump- tions as at the grant date of 26 May 2025: 2025–2028 Share price at grant date 107.61 Exercise price 139.89 Volatility 27.3 Term 3 years Risk-free interest rate 1.96% Expected dividend yield 0% Liquidity discount 11.8% Fair value at grant date 10.27 The expected term corresponds to the earliest date on which conversion is assessed as probable, taking into account that the Board of Directors is expected to act in the best interests of the Company and its shareholders. Liquidity and transfer restrictions The C shares are not subject to an active market and are subject to significant restrictions on transferability. Conse- quently, the fair value has been adjusted for lack of market- ability (DLOM). An overall assessment based on empirical studies, option-based valuation models and analyses of actual block transactions in the Company’s shares has resulted in a total liquidity discount of 11.8 per cent, corre- sponding to approximately 4.0 per cent per year over the maximum expected term. Recognition and measurement The total fair value per C share at the grant date, after adjust- ment for illiquidity and applicable restrictions, is presented in the table above. The premium paid for the incentive pro- gramme is recognised in the share premium reserve. SYNTHETIC WARRANTS In January 2023, the Group resolved to grant an employee in Norway 50,000 synthetic warrants. The amount payable is determined by the difference between the share price at the grant date (1 January 2023: SEK 35.6) and the share price at the date on which the warrants were exercised. The warrants were exercised during 2025. In January 2024, the Group resolved to grant an employee in Norway 9,000 synthetic warrants. The amount payable is determined by the difference between the exercise price (SEK 64.4) and the share price at the date on which the war- rants are exercised. The warrants must be exercised no later than 31 December 2026 and will lapse if not exercised by that date. In May 2025, the Group resolved to grant an employee in Norway 23,000 synthetic warrants. The amount payable is determined by the difference between the exercise price (SEK 139.9) and the share price at the date on which the war- rants are exercised. The warrants must be exercised no later than 15 May 2028 and will lapse if not exercised by that date. Fair value of granted synthetic warrants The weighted average fair value of the synthetic options granted during the period, determined using the Black-Scholes valuation model, amounted to SEK 12.24 per option. Key inputs to the model include the share price at the grant date, the exercise price, volatility of 27.3 per cent (29.2), an expected option term of three years and an annual risk-free interest rate of 1.96 per cent (3.7). Note 7 Employee benefits, etc., cont. Haypp Group | Annual Report 2025 50 Notes, Group
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Note 8 Other operating expenses 2025 2024 Exchange rate losses –3,582 –2,112 Loss on disposal of fixed assets 254 –541 Total –3,328 –2,652 Note 9 Financial income and financial expenses 2025 2024 Interest income, other 291 278 Interest income, loans 637 0 Exchange-rate differences 4,832 22,804 Total financial income 5,760 23,082 2025 2024 Interest expense, loans –6,393 –6,492 Interest expenses, leasing debt –3,928 –4,457 Interest expenses, other –2,077 –423 Exchange-rate differences –5,819 –16,922 Total financial expenses –18,216 –28,294 Financial items – net –12,457 –5,212 All financial income and financial expenses relate to finan- cial assets and financial liabilities that are measured at amortised cost. Note 10 Income tax 2025 2024 Current tax: Current tax on the profit/loss for the year –3,600 –7,890 Adjustments regarding previous years 0 0 Total current tax –3,600 –7,890 Deferred tax (Note 18) Emergence and reversal of temporary differences 457 –6,215 Deferred tax regarding financial leasing –288 146 Total deferred tax 169 –6,069 Reported tax in statement of comprehensive income –3,432 –13,959 The income tax on profit before tax differs from the theoreti- cal amount that would have emerged when using the Swed- ish tax rate for profit in the parent company as follows: 2025 2024 Earnings before tax 45,916 58,940 Tax rate, % 20.6 20.6 Income tax calculated according to tax rate in Sweden –9,460 –11,344 Tax effects of: Non-deductible expenses –1,489 –1,599 Non-taxable income 169 1,042 Other tax adjustments –2 451 Difference in foreign tax rates 1,393 –269 New loss carryforwards on previous years 0 –10 Tax due to change in previous years taxation 0 –48 Items classified as OCI 6,408 –1,011 State taxes –386 –1,120 Other –64 –50 Income tax –3,432 –13,959 The weighted average tax rate for the Group was: 7.5% 23.7% Note 11 Net exchange rate differences 2025 2024 Other operating income (Note 5) 2,162 1,925 Other operating expenses (Note 8) –3,582 –2,112 Financial items - net (Note 9) 3,117 9,184 Total 1,697 8,998 Haypp Group | Annual Report 2025 51 Notes, Group
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Note 12 Business acquisitions The Group had the following subsidiaries as of 31 December 2025: Acquisition date Share acquired Name of acquired company The principal activities of the acquiree and how they complement the Group’s operations 14 February 2026 100% Snusvaruhuset Sweden AB The acquiree operates within the e-commerce sale of tobacco products in Sweden. The acquisition was completed as part of a Group reorganisation. Snusvaruhuset Sweden AB Purchase price Cash and cash equivalents 1,000 Conditional purchase price 500 Total purchase price 1,500 Recognised amounts of identifiable assets acquired and liabilities assumed: Snusvaruhuset Sweden AB Fair value Other current receivables 17 Cash and cash equivalents 28 Other non-current liabilities –40 Trade payables –6 Other liabilities –8 Acquired identifiable net assets –9 Goodwill 1,509 Total acquired net assets 1,500 Goodwill is attributable to the expected future profitability of the acquired business. No portion of the goodwill recog- nized is expected to be tax deductible. Acquisition of Haypp Sverige AB and Nicokick AB The revenue from Snusvaruhuset Sweden AB included in the Group’s statement of comprehensive income for 2025 relates to the period subsequent to 14 February 2025 and amounts to KSEK –649. Had Snusvaruhuset Sweden AB been consolidated from 1 January 2025, the Group’s state- ment of comprehensive income would have reported reve- nue of KSEK 24 and a net result of KSEK –654. Acquisition-related costs Acquisition-related costs amounting to KSEK 0 have been included in other external costs in the Group’s statement of comprehensive income and in operating activities in the statement of cash flows. Purchase consideration – cash outflow 2025-01-01–2025-12-31 Cash flow from the acquisition of subsidiaries, net of acquired cash and cash equivalents Cash purchase consideration 1,500 Less: Acquired cash and cash equivalents –28 Net cash outflow from investing activities 1,472 Incorporation of a subsidiary During the financial year, Haypp Group AB established a new wholly owned subsidiary, Haypp MEA Holdings Ltd. The cash outflow related to the incorporation is reflected entirely as goodwill of KSEK 885. Note 13 Shares in subsidiaries The following subsidiaries were included in the Group as at 31 December 2025: Name Country of residence and business Operations Percentage of ordinary shares directly held by the Parent Company (%) Percentage of ordinary shares held by the Group (%) Snusbolaget Norden AB Sweden E-commerce with nicotine products to households in Sweden and Europe 100 Snushjem.no AS Norway E-commerce with nicotine products to households in Norway 100 Northerner Scandinavia AB Sweden Parent company holding activities 100 Northerner Scandinavia Inc USA E-commerce with nicotine products to households in USA 100 Haypp Limited United Kingdom E-commerce with nicotine products to households in United Kingdom 100 Haypp GmbH Germany E-commerce with nicotine products to households in Germany 100 Haypp Sverige AB Sweden No business 100 Nicokick AB Sweden No business 100 Snusbolaget Europa AB Sweden E-commerce with nicotine products to households in Sweden and Europe 100 Haypp MEA Holdings Ltd United Arab Emirates Parent company holding activities 100 Snusvaruhuset Sweden AB Sweden E-commerce with nicotine products to households in Sweden 100 Haypp Group | Annual Report 2025 52 Notes, Group
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Note 14 Intangible assets Goodwill Customer relationships Trademarks Websites Capitalized expenses for development work Total Financial year 2024 Acquisition value Opening carrying amount 155,062 154,769 188,931 58,200 180,009 736,971 This year's acquisitions 0 0 0 0 71,486 71,486 Acquisitions of the year 2,455 0 0 0 0 2,455 Divestments and disposals 0 0 0 0 –1,205 –1,205 Exchange-rate differences 521 1,768 794 0 2,522 5,604 Acquisition value per 31 December 2024 158,038 156,537 189,725 58,200 252,812 815,312 Accumulated depreciation and write-downs Opening carrying amount 0 –63,400 –68,752 –39,240 –77,976 –249,368 Divestments and disposals 0 0 0 0 517 517 This year’s depreciations 0 –15,566 –18,812 –5,628 –40,913 –80,919 Reversed write-downs 0 0 0 0 854 854 Exchange-rate differences 0 –828 –371 0 –956 –2,155 Accumulated depreciation and write-downs per 31 December 2024 0 –79,795 –87,935 –44,868 –118,475 –331,072 Carrying amount per 31 December 2024 158,038 76,742 101,790 13,332 134,337 484,240 Financial year 2025 Acquisition value Opening carrying amount 158,038 156,537 189,725 58,200 252,812 815,312 This year's acquisitions 0 0 0 0 79,334 79,334 Acquisitions of the year 2,394 0 0 0 0 2,394 Divestments and disposals 0 0 0 0 –2,036 –2,036 This year's reclassifications 0 0 0 0 –204 –204 Exchange-rate differences –7,405 –4,023 –1,840 0 –6,487 –19,755 Acquisition value per 31 December 2025 153,028 152,514 187,885 58,200 323,419 875,045 Accumulated depreciation and write-downs Opening carrying amount 0 –79,795 –87,935 –44,868 –118,475 –331,072 Divestments and disposals 0 0 0 0 1,644 1,644 This year's reclassifications 0 0 0 0 2 2 This year's depreciations 0 –15,366 –18,714 –5,613 –54,912 –94,604 Reversed write-downs 0 0 0 0 547 547 Exchange-rate differences 0 2,275 1,046 0 2,621 5,942 Accumulated depreciation and write-downs per 31 December 2025 0 –92,885 –105,603 –50,480 –168,572 –417,541 Carrying amount per 31 December 2025 153,028 59,628 82,282 7,720 154,846 457,504 Impairment testing for goodwill Management assesses the performance of the business based on the Group’s three operating segments: Core, Growth and Emerging. Goodwill, however, is monitored and tested for impairment at the level of cash-generating units (CGUs), which are divided into Sweden, Norway, Europe, the United States, Vape and the United Arab Emirates. For further information on the Group’s segment reporting, see Note 4. The table below presents goodwill allocated to each respec- tive cash-generating unit. Goodwill 2025-12-31 2024-12-31 Sweden 52,319 50,809 Norway 77,404 82,241 Europe 9,232 9,234 USA 13,187 15,753 Vape 0 0 United Arab Emirates 885 0 Total 153,028 158,038 The recoverable amount of goodwill has been determined based on value in use calculations. Management has identi- fied revenue growth, EBITDA margin, the discount rate and the long-term growth rate as the key assumptions applied in the impairment testing. Value in use calculations are based on estimated future pre-tax cash flows derived from finan- cial budgets approved by management, covering a five-year period. The calculations are based on management’s expe- rience and historical data. The long-term sustainable growth rate for the cash-generating units has been assessed with reference to industry forecasts. For each cash-generating unit referred to above to which a significant amount of goodwill has been allocated, the key assumptions, long-term growth rate and discount rate applied in the calculation of value in use are set out below. Haypp Group | Annual Report 2025 53 Notes, Group
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Significant assumptions used for value in use calculations: 2025-12-31 2024-12-31 Sweden Discount rate before tax1) 14.88% 14.91% Long-term growth rate2) 2% 2% Norway Discount rate before tax1) 16.28% 16.51% Long-term growth rate2) 2% 2% Europe Discount rate before tax1) 14.94% 15.05% Long-term growth rate2) 2% 2% USA Discount rate before tax1) 16.26% 17.20% Long-term growth rate2) 2% 2% 1) Pre-tax discount rate used in calculating the present value of estimated future cash flows. 2) Weighted average growth rate used to extrapolate cash flows beyond the budget period. Sensitivity analysis for goodwill: No reasonably possible change in key assumptions would cause the recoverable amount to be less than the carrying amount. The recoverable amount exceeds the carrying amount of goodwill by a margin. This also applies to the assumption that: • the pre-tax discount rate had been 2 percentage points higher, • the estimated EBITDA margin had been 2 percentage points lower. Note 15 Tangible fixed assets Leasehold improvements Equipment Total Financial year 2024 Acquisition value Opening carrying amount 2,547 7,153 9,700 This year's acquisitions 2,435 31,879 34,314 Divestments and disposals 0 –554 –554 Exchange-rate differences 86 1,294 1,380 Acquisition value per 31 December 2024 5,067 39,773 44,840 Accumulated depreciation and write-downs Opening carrying amount –1,005 –3,747 –4,753 This year's depreciations –771 –2,673 –3,444 Write-downs for the year 0 –4,787 –4,787 Exchange-rate differences 4 –204 –201 Accumulated depreciation and write-downs per 31 December 2024 –1,773 –11,411 –13,184 Carrying amount per 31 December 2024 3,294 28,361 31,656 Financial year 2025 Acquisition value Opening carrying amount 5,067 39,773 44,840 This year's acquisitions 220 9,310 9,530 Exchange-rate differences –516 –4,819 –5,335 Acquisition value per 31 December 2025 4,772 44,263 49,035 Accumulated depreciation and write-downs Opening carrying amount –1,773 –11,411 –13,184 This year’s depreciations –817 –6,471 –7,288 Exchange-rate differences 102 911 1,013 Accumulated depreciation and write-downs per 31 December 2025 –2,488 –16,972 –19,460 Carrying amount per 31 December 2025 2,284 27,291 29,575 Note 14 Intangible assets, cont. Haypp Group | Annual Report 2025 54 Notes, Group
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Note 16 Long- term receivables 2025-12-31 2024-12-31 Opening balance 13,579 7,250 Additional receivables 14,086 8,117 Settlements –754 –101 Reclassification to current receivables 0 –1,847 This year's translation differences –469 161 Closing balance 26,442 13,579 Long-term receivables consists of deposits and loans to external parties and employees. As security for the external loan, shares in the borrower’s company have been pledged. The credit risk associated with the Group’s long-term receiv- ables is considered to be low, and accordingly no material loss allowance has been recognised as at the balance sheet date. Note 17 Leasing The following amounts are reported in the income state- ment related to leasing agreements: 2025 2024 Right-of-use depreciation: Premises –21,056 –18,385 Vehicles –683 –547 Machines –4,611 –8,303 Total –26,350 –27,236 Interest expenses (part of Interest and other financial expenses) –3,928 –4,457 Expenses attributable to variable lease payments that are not included in lease liabilities (included in the item Other external expenses in the income statement) –1,061 –1,026 Expenses attributable to leasing agreements for which the underlying asset is of low value that is not a short-term leasing agreement (included in Other external costs in the income statement) –284 191 Repayment of leasing debt –29,464 –26,587 Contracted investments regarding right-of-use assets at the end of the reporting period that have not yet been reported in the financial statements amount to 0 KSEK (0 KSEK). For information on the maturity of the lease liability, see Note 3. Maturity analysis for leasing liabilities is presented in Note 3. The following amounts related to leasing agreements are reported in the balance sheet: 2025-12-31 2024-12-31 Right-of-use assets: Premises 55,486 73,098 Vehicles 1,484 760 Machines 22,084 28,499 Total 79,054 102,357 Lease liabilities: Long-term 47,188 72,216 Short-term 28,812 28,249 Total 76,000 100,465 Additional right-of-use assets amounted to: 8,126 29,303 Some leasing agreements have extension options that have not been considered in the leasing debt. Thus there are potential future cash flows that have not been included in the lease liability as it is not reasonably certain that the agreements will be extended. Note 18 Deferred tax Deferred tax liabilities and tax receivables are distributed as follows: Deferred tax liabilities Intangible assets Right-of-use assets Total Per 31 December 2023 18,489 0 18,489 Reported in the income statement 1,668 0 1,668 Exchange-rate differences 326 0 326 Per 31 December 2024 20,482 0 20,482 Reported in the income statement –686 0 –686 Exchange-rate differences –673 0 –673 Per 31 December 2025 19,123 0 19,123 Deferred tax assets Leasing liabilities Loss carry forward and other temporary differences Total Per 31 December 2023 1,297 13,994 15,291 Reported in the income statement 146 –4,547 –4,401 Exchange-rate differences –24 86 63 Per 31 December 2024 1,419 9,534 10,953 Reported in the income statement –288 –230 –518 Exchange-rate differences –74 –326 –400 Per 31 December 2025 1,058 8,978 10,036 Haypp Group | Annual Report 2025 55 Notes, Group
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Note 19 Inventories 2025-12-31 2024-12-31 Finished goods 339,245 298,672 Total 339,245 298,672 Amounts reported in the income statement During the financial year, cost of goods was reported in the income statement of KSEK 3 610 131 (KSEK 3 447 220). They were reported as Goods for resale, which also includes sup- plier-funded discounts. Note 20 Accounts receivables 2025-12-31 2024-12-31 Accounts receivable 128,035 100,463 Accounts receivable - net 128,035 100,463 The fair value of accounts receivable corresponds to its car- rying amount, as the discounting effect is not significant. No accounts receivable have been provided as security for any debt. Age analysis account receivables The Group total 2025-12-31 2024-12-31 Not due, yet 96,321 80,477 1-30 days 15,748 13,548 31-60 days 5,555 2,735 61-90 days 2,416 64 > 90 days 7,996 3,640 Total 128,035 100,463 The maximum exposure to credit risk as of the balance sheet date for accounts receivable is the carrying amount as described above. Total credit losses in the Group amount to 0.1 KSEK (0.0 KSEK). The credit risk associated with the Group’s accounts receivables is considered to be low and, accordingly, no material loss allowance has been recognised as at the balance sheet date. Note 21 Other receivables 2025-12-31 2024-12-31 V A T claim 5,777 7,642 Tax account 4,399 13,360 Receivables from suppliers 29,647 2,906 Other receivables 3,947 9,581 Total 43,770 33,488 Note 22 Prepaid expenses and accrued income 2025-12-31 2024-12-31 Prepaid leasing fee –378 –45 Prepaid insurance 3,096 1,211 Accrued income 60,038 55,077 Other tax related items 13,198 11,618 Other prepaid expenses and accrued income 14,608 4,371 Total 90,563 72,233 Accrued income consists entirely of revenue-related short-term contract assets. The Group’s contract assets have not changed materially compared with 31 December 2025. Note 23 Cash and cash equivalents 2025-12-31 2024-12-31 Bank accounts 57,264 35,223 Total 57,264 35,223 Haypp Group | Annual Report 2025 56 Notes, Group
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Note 24 Financial instruments by category 2024-12-31 Financial assets measured at fair value through profit or loss Financial assets measured at amortised cost Total Assets in balance sheet Long- Term receivables 13,579 13,579 Accounts receivable1) 41,643 58,820 100,463 Other receivables 12,300 12,300 Cash and cash equivalents 35,223 35,223 Total 41,643 119,922 161,565 2024-12-31 Financial liabilities measured at actual value via the income statement Financial liabilities measured at amortised cost Total Liabilities in balance sheet Bank overdraft 103,801 103,801 Other long-term liabilities 746 746 Trade payables 200,827 200,827 Other current liabilities 2,767 2,767 Total 308,140 308,140 2025-12-31 Financial assets measured at fair value through profit or loss Financial assets measured at amortised cost Total Assets in balance sheet Long- Term receivables 26,442 26,442 Accounts receivable1) 16,332 111,703 128,035 Other receivables 33,337 33,337 Cash and cash equivalents 57,264 57,264 Total 16,332 228,746 245,078 2025-12-31 Financial liabilities measured at actual value via the income statement Financial liabilities measured at amortised cost Total Liabilities in balance sheet Bank overdraft 113,219 113,219 Other long-term liabilities 6,014 6,014 Trade payables 251,285 251,285 Other current liabilities 8,539 8,539 Total 379,056 379,056 1) Accounts receivables covered by factoring arrangements where the Group has substantially transferred the risks and rewards to the factoring entity are measured at fair value through profit or loss. In addition to the financial instruments listed in the tables (above), the Group has financial liabilities in the form of leasing liabili- ties which are reported and valued in accordance with IFRS 16. Haypp Group | Annual Report 2025 57 Notes, Group
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As at 31 December 2025, the share capital comprised 30,623,249 ordinary shares and 1,200,000 C shares, both with a quota value of SEK 0.066 per share. As at 31 Decem- ber 2024, the share capital comprised 29,839,088 ordinary shares with a quota value of SEK 0.066 per share. Ordinary shares carry one vote per share at the Annual General Meeting, while C shares carry one-tenth of a vote per share. Ordinary shares entitle the holder to dividends in accordance with resolutions adopted by the Annual General Meeting. C shares do not carry any entitlement to dividends. All shares issued by the Parent Company are fully paid. Earnings per share 2025-12-31 2024-12-31 Profit for the year attributable to the equity holders of the Parent Company, KSEK 42,485 44,981 Average number of shares before dilution 30,464,641 29,839,088 Average number of shares after dilution 31,343,134 30,807,543 Earnings per share before dilution (SEK) 1,39 1,51 Earnings per share after dilution (SEK) 1,36 1,46 Earnings per share have been calculated by dividing profit for the year attributable to the equity holders of the Parent Company by the weighted average number of shares out- standing. Note 25 Share capital and other contributed capital Ordinary shares C shares Total Number of shares Share capital Other contributed capital Number of shares Share capital Other contributed capital Number of shares Share capital Other contributed capital Per 1 January 2023 29,122,479 1,908 689,558 0 0 0 29,122,479 1,908 689,558 New share issue 716,609 47 5,069 0 0 0 716,609 47 5,069 Per 31 December 2023 29,839,088 1,955 694,627 0 0 0 29,839,088 1,955 694,627 New share issue 0 0 4,179 0 0 0 0 0 4,179 Share-based compensations 0 0 2,463 0 0 0 0 0 2,463 Per 31 December 2024 29,839,088 1,955 701,269 0 0 0 29,839,088 1,955 701,269 New share issue 784,161 51 –1,650 1,200,000 79 12,245 1,984,161 130 10,595 Share-based compensations 0 0 1,069 0 0 0 0 0 1,069 Per 31 December 2025 30,623,249 2,006 700,688 1,200,000 79 12,245 31,823,249 2,085 712,933 Haypp Group | Annual Report 2025 58 Notes, Group
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Note 26 Borrowings 2025-12-31 2024-12-31 Long-term loans Leasing debt 47,188 72,216 Total loans 47,188 72,216 Short-term loans Leasing debt 28,812 28,249 Bank overdraft 113,219 103,801 Total short-term loans 142,031 132,050 Total borrowing 189,219 204,265 Bank overdraft facility The Group has an authorised overdraft facility of SEK 245,000 thousand (SEK 203,000 thousand), which is subject to ongoing renegotiation. 2025-12-31 2024-12-31 Of the authorised overdraft facility, the following amount has been utilised: 113,219 103,801 Note 27 Other current liabilities 2025-12-31 2024-12-31 V A T liability 19,991 10,277 Personnel tax 5,001 4,240 Deferment from the Swedish Tax Agency 0 1,928 Other excise tax 1,100 –4,310 Other 2,438 909 Total 28,530 13,043 Note 28 Other provisions 2025-12-31 2024-12-31 Additional purchase price 0 1,000 Provisions for legal proceedings 0 13,133 Other provisions 845 78 Total 845 14,211 Note 29 Accrued expenses and deferred income 2025-12-31 2024-12-31 Accrued holiday pay including social security contributions 14,888 11,432 Social security contributions and special payroll tax 10,980 9,354 Other accrued expenses 41,435 44,648 Prepaid income 26,921 4,854 Total 94,224 70,287 Prepaid income consists in its entirety of income-related short-term contractual liabilities. During the financial year, income corresponding to the entire incoming item for prepaid income was reported in the income statement. The Group’s revenue agreement has an original expected term of no more than one year or is invoiced based on time spent. In accordance with the rules in IFRS 15, no information has been provided on the transaction price for these unful- filled commitments. Note 30 Assets pledged 2025-12-31 2024-12-31 Floating charge 170,000 203,000 Total 170,000 203,000 Note 31 Contingent Liabilities 2025-12-31 2024-12-31 Guarantee for Snusbolaget Norden AB's liabilities 0 103,801 Guarantee for Snusbolaget Europa AB's liabilities 113,219 0 Total 113,219 103,801 The Parent Company has issued two parent company guar- antees on behalf of subsidiaries in respect of trade suppliers. One guarantee is limited to an amount of NOK 15 million, while the other guarantee is unlimited in amount. Furthermore, the Parent Company has issued parent com- pany guarantees on behalf of subsidiaries in respect of insurance costs, limited to an amount of SEK 4 million, as well as rental payments, which are unlimited in amount. In addition to this, there is a guarantee from Snusbolaget Norden AB for Haypp GmbH’s commitments regarding third-party stock. Haypp Group | Annual Report 2025 59 Notes, Group
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Note 33 Changes to liabilities that belong to financing activities Items not affecting cash flow 2024-01-01 Cash inflow Cash outflow New agreements 2024-12-31 Leasing debt 99,503 0 –26,587 27,549 100,465 Changes in loans 4,673 1,111 –3,856 0 1,928 Bank overdraft 136,377 0 –32,576 0 103,801 Total 240,553 1,111 –63,019 27,549 206,193 Items not affecting cash flow 2025-01-01 Cash inflow Cash outflow New agreements 2025-12-31 Leasing debt 100,465 0 –29,464 4,999 76,000 Changes in loans 1,928 4,786 –1,928 0 4,786 Bank overdraft 103,801 9,418 0 0 113,219 Total 206,194 14,204 –31,392 4,999 194,005 Note 34 Adjustments for non-cash Items 2025 2024 Exchange-rate differences –3,520 –3,146 Result from sale/disposal of fixed assets 1,644 –541 Revaluation of financial liabilities 6,223 3,843 Other provisions –11,902 12,685 Other 8 0 Total –7,547 12,841 Note 35 Events after the end of the reporting period During the financial year and subsequent to the end of the reporting period, the Group has been involved in a limited number of legal proceedings. On 30 January 2026, the Administrative Court of Appeal in Stockholm upheld the Licensing Authority’s decision to revoke Snusbolaget Nor- den AB’s permit to sell tobacco products, including tradi- tional snus, in Sweden. The Group does not share the court’s assessment and has appealed the ruling to the Supreme Administrative Court. Haypp Group continues to conduct its operations in accordance with applicable regulations and remains fully committed to responsible sales practices as well as rigorous age and identity verification procedures. The Group assesses that the outcome of the proceedings is not expected to have any material financial or operational impact on the Swedish operations. Note 32 Related- party transactions The following transactions have taken place with related parties: 2025 2024 (a) Sales of goods and services Sales of goods and services to related parties 0 0 Sum 0 0 (a) Purchases of goods and services Purchases of services from Advokatfirman Vinge KB 0 483 Purchases of services from otZar Advisory AB 0 25 Sum 0 508 There are no receivables or liabilities as a result of sales of goods or services to related parties at the end of the year. There are no loans to or from related parties at the end of the year or the comparison year. Remuneration to senior executives is stated in Note 7. Haypp Group | Annual Report 2025 60 Notes, Group
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Parent Company income statement Amounts in KSEK Note 2025 2024 Other operating income 22,190 4,633 Total 22,190 4,633 Other external costs 37 –26,391 –5,659 Personnel expenses 38 –33,604 –7,468 Depreciation and amortization of tangible and intangible assets 42 0 –37 Other operating expenses –51 –48 Sum expenses –60,046 –13,213 Operating profit/loss –37,856 –8,580 Financial income/expense Profit/loss from shares in group companies 43 –850 0 Interest income and other financial income 39 648 2 Interest and other financial expenses 39 –209 –140 Result from financial income/expenses –412 –138 Earnings before tax –38,268 –8,718 Appropriations 40 39,500 50,000 Earnings before tax 1,232 41,282 Income tax 41 –480 –8,537 Profit/loss for the period 751 32,745 The Parent Company has no items recognised in other comprehensive income, and therefore total comprehensive income is equal to profit for the year. Haypp Group | Annual Report 2025 61 Financial statements, Parent Company
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Parent Company balance sheet Amounts in KSEK Note 2025-12-31 2024-12-31 ASSETS Fixed assets Intangible assets Capitalized development costs 42 1,129 0 Total intangible assets 1,129 0 Financial assets Shares in subsidiaries 43 322,870 321,976 Non-current receivables 12,189 189 Non-current intercompany receivables 387,784 344,816 Total financial assets 722,843 666,980 Total fixed assets 723,972 666,980 Current assets Current receivables Receivables from group companies 7,853 4,303 Other receivables 45 847 3,313 Prepaid expenses and accrued income 2,740 618 Total current receivables 11,440 8,234 Cash and cash equivalents 46 3 0 Total current assets 11,443 8,234 TOT AL ASSETS 735,415 675,213 Haypp Group | Annual Report 2025 62 Financial statements, Parent Company
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Parent Company balance sheet cont. Amounts in KSEK Note 2025-12-31 2024-12-31 EQUITY AND LIABILITIES EQUITY 25 Restricted equity Share capital 2,085 1,955 Non-restricted equity Premium fund 712,933 701,269 Retained earnings –32,806 –65,551 Profit/loss for the period 751 32,745 Total equity 682,963 670,418 LIABILITIES Non-current liabilities Non-current intercompany liabilities 23,774 52 Other liabilities 6,014 746 Total non-current liabilities 29,788 798 Current liabilities Current liabilities to group companies 4,864 396 Trade payables 4,634 0 Current tax liabilities 3,346 2,907 Other liabilities 415 0 Accrued expenses and deferred income 9,403 695 Total current liabilities 22,664 3,997 Total liabilities 52,451 4,795 TOT AL EQUITY AND LIABILITIES 735,415 675,213 The notes on pages 66–69 are an integral part of the Parent Company’s financial statements. Haypp Group | Annual Report 2025 63 Financial statements, Parent Company
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Parent Company’s statement of changes in equity Restricted equity Non-restricted equity Amounts in KSEK Share capital Premium fund Retained earnings Profit/loss for the year Total equity Opening balance, 2024-01-01 1,955 694,627 –58,526 –7,025 631,031 Disposition of results according to the Annual General Meeting –7,025 7,025 0 Profit/loss for the year as well as comprehensive income 0 32,745 32,745 Total comprehensive income 0 0 0 32,745 32,745 Transactions with shareholders in their attribute as shareholders New share issue 0 4,179 4,179 Share-based compensations 2,463 2,463 Total transactions with shareholders in their attribute as shareholders 0 6,642 0 0 6,642 Closing balance, 2024-12-31 1,955 701,269 –65,551 32,745 670,418 Opening balance, 2025-01-01 1,955 701,269 –65,551 32,745 670,418 Disposition of results according to the Annual General Meeting 32,745 –32,745 0 Profit/loss for the year as well as comprehensive income 751 751 Total comprehensive income 0 0 0 751 751 Transactions with shareholders in their attribute as shareholders New share issue 130 10,595 10,725 Share-based compensations 1,069 1,069 Transactions with shareholders in their attribute as shareholders 130 11,664 0 0 11,794 Closing balance, 2025-12-31 2,085 712,933 –32,806 751 682,963 Haypp Group | Annual Report 2025 64 Financial statements, Parent Company
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Parent Company’s statement of cash flow Amounts in KSEK Note 2025 2024 Cash flow from operating activities Operating loss –37,856 –8,580 Adjustment for non-cash items: – Depreciation and amortization of tangible and intangible assets 0 37 – Other items not affecting cash flow 49 –75 2,422 Interest received 3 2 Interest paid –169 –102 Income tax paid –41 –123 Cash flow from operating activities before change in working capital –38,139 –6,343 Cash flow from change in working capital Increase/decrease in operating receivables 1,641 –101 Increase/decrease in operating liabilities 14,127 –1,071 Total change in working capital 15,768 –1,172 Cash flow from operating activities –22,370 –7,515 Cash flow from investing activities Acquisition of subsidiaries after deduction for acquired cash and cash equivalents –894 –50 Change in other financial assets –12,850 0 Cash flow from investing activities –14,873 –50 Cash flow from financing activities New loans –12,979 –46,788 New share issue 10,725 4,179 Group contributions 39,500 50,000 Cash flow from financing activities 37,246 7,390 Decrease/increase in cash and cash equivalents Opening cash and cash equivalents 0 175 Cash flow for the period 3 –175 Closing cash and cash equivalents 3 0 Haypp Group | Annual Report 2025 65 Financial statements, Parent Company
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Notes Note 36 The Parent Company’s accounting principles The most important accounting principles applied when this annual report has been prepared are stated below. These principles have been applied consistently for all years presented, unless otherwise stated. The annual report for the parent company has been pre- pared in accordance with RFR 2 Accounting for Legal Enti- ties and the Annual Accounts Act. In cases where the parent company applies accounting principles other than the Group’s accounting principles, which are described in Note 1 to the consolidated financial statement, these are stated below. Preparing reports in accordance with RFR 2 requires the use of some important estimates for accounting purposes. Furthermore, management is required to make certain assessments when applying the parent company’s account- ing principles. The areas that include a high degree of assessment, are complex or such areas where assumptions and estimates are of significant importance for the Annual report are stated in Note 2.22 of the consolidated financial statement. Through its operations, the parent company is exposed to a variety of financial risks: market risk (currency risk and inter- est rate risk), credit risk and liquidity risk. The parent compa- ny’s overall risk management policy focuses on the unpre- dictability of the financial markets and strives to minimize potential adverse effects on the Group’s financial results. For more information on financial risks, see the consolidated financial statements note 3. The parent company applies other accounting principles than the group in the cases listed below: Forms of arrangement The income statement and balance sheet follow the format of the Annual Accounts Act. The report on changes in equity also follows the Group’s presentation, but must contain the columns specified in the Annual Accounts Act. Furthermore, it means a difference in names, compared with the con- solidated accounts, mainly regarding financial income and expenses and equity. Shares in subsidiaries Shares in subsidiaries “Shares in subsidiaries are reported at acquisition value after deductions for any write-downs. The acquisition value includes acquisition-related costs and any additional purchase consideration. When there is an indication that shares in subsidiaries have decreased in value, a calculation of the recoverable amount is made. If this is lower than the carrying amount, a write-down is made. Impairment losses are reported in the items “Profit/loss from shares in group companies. Financial instruments IFRS 9 is not applied in the parent company. The parent company instead applies the points specified in RFR 2 (IFRS 9 Financial Instruments, p. 3–10). Financial instruments are valued on the basis of acquisition value. In subsequent periods, financial assets acquired with the intention of being held in the short term will be reported in accordance with the principle of the lowest value at the lower of acquisition value and market value. Derivative instruments with a negative fair value are reported at this value. When calculating the net sales value of receivables that are reported as current assets, the principles for impairment testing and loss risk provision in IFRS 9 shall be applied. For a receivable that is reported at accrued acquisition value at Group level, this means that the loss risk reserve that is reported in the Group in accordance with IFRS 9 must also be recognized in the parent company. Note 37 Auditors’ fees 2025 2024 PwC Audit fees –867 –1,138 Other audit-related fees –322 –164 Tax advisory fees –1,313 –276 Other fees –1,731 0 Total –4,233 –1,577 Audit assignments refer to statutory audits of the annual and consolidated financial statement and accounting, as well as the Board of Directors’ and the CEO administration, as well as audits and other audits performed in accordance with an agreement or contract. This includes other tasks that are the responsibility of the company’s auditor to perform as well as advice or other assistance that is prompted by observations during such review or the implementation of such other tasks. Haypp Group | Annual Report 2025 66 Notes, Parent Company
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Note 38 Employee benefits, etc. 2025 2024 Salaries Board and CEO –6,093 –5,166 other management –5,478 0 Other employees –10,634 0 Total –22,205 –5,166 Social costs Board, CEO and other management –4,538 –1,554 (of which pension costs) –1,058 –440 Other employees –6,034 0 (of which pension costs) –2,400 0 Total –10,572 –1,554 Total salaries, social and pension costs –32,777 –6,720 Compensation to the Board can be found in the corporate governance report, on page 20. Note 39 Interest income and similar financial items as well as interest expenses and similar financial items 2025 2024 Interest income, other 640 2 Exchange-rate differences 7 0 Sum Interest income and other financial income 648 2 Interest expenses, inter company –169 –102 Interest expenses, other –58 –36 Exchange-rate differences 18 –2 Sum Interest and other financial expenses –209 –140 Financial items - net 438 –138 Note 40 Appropriations 2025 2024 Group contributions received 39,500 50,000 Total 39,500 50,000 Note 41 Tax on profit for the year Reported tax in statement of comprehensive income 2025 2024 Current tax: Current tax on the profit/loss for the year –480 –3,109 Total current tax –480 –3,109 Deferred tax (Note 44) Emergence and reversal of temporary differences 0 –5,429 Total deferred tax 0 –5,429 Reported tax in statement of comprehensive income –480 –8,537 The income tax on profit before tax differs from the theoreti- cal amount that would have emerged when using the Swed- ish tax rate for profit in the parent company as follows: 2025 2024 Earnings before tax 1,232 41,282 Tax rate, % 20.6 20.6 Income tax calculated according to tax rate in Sweden –254 –8,504 Non-deductible expenses –227 –37 Other 0 4 Income tax –480 –8,537 Deferred tax assets are reported for tax loss carryforwards or other deductions to the extent that it is probable that they can be utilized through future taxable profits. Unutilized loss carryforwards for which no deferred tax asset has been reported amount to KSEK 0 as of December 31, 2025. Note 42 Intangible assets Capitalized expenses for development work Financial year 2024 Acquisition value Opening carrying amount 250 This year's acquisitions 0 Acquisition value per 31 december 2024 250 Accumulated depreciation and write-downs Opening carrying amount –213 This year’s depreciations –37 Accumulated depreciation and write-downs per 31 december 2024 –250 Carrying amount per 31 december 2024 0 Financial year 2025 Acquisition value Opening carrying amount 250 This year's acquisitions 1,129 Acquisition value per 31 december 2025 1,379 Accumulated depreciation and write-downs Opening carrying amount –250 This year’s depreciations 0 Accumulated depreciation and write-downs per 31 december 2025 –250 Carrying amount per 31 december 2025 1,129 Haypp Group | Annual Report 2025 67 Notes, Parent Company
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Note 43 Shares in subsidiaries Name Org no Residence and registration - and country of business No of shares Book value 2025-12-31 Book value 2024-12-31 Snusbolaget Norden AB 556801-3683 Stockholm 1,100 141,550 141,550 Snushjem.no AS 919649585 Oslo 300 8,642 8,642 Northerner Scandinavia AB 556559-1699 Stockholm 1,000 171,401 171,401 Haypp Limited 13876184 London 1 0 0 Haypp GmbH HRB 729097 Hamburg 25,000 333 333 Haypp Sverige AB 559505-9964 Stockholm 25,000 25 25 Nicokick AB 559505-9972 Stockholm 25,000 25 25 Haypp MEA Holdings Ltd 12131 Dubai 1,000 894 0 Opening acquisition value 380,976 380,926 Acquisitions 894 50 Shareholder contribution 850 0 Closing accumulated acquisition value 382,720 380,976 Opening accumulated write-downs –59,000 –59,000 Write-downs for the year –850 0 Closing accumulated write-downs –59,850 –59,000 Closing book value 322,870 321,976 Note 44 Deferred tax Deferred tax liabilities and tax receivables are distributed as follows: Deferred tax assets Temporary differences Loss carry forward Total Per 31 december 2023 1,176 4,252 5,429 Reported in the income statement –1,176 –4,252 –5,429 Per 31 december 2024 0 0 0 Reported in the income statement 0 0 0 Per 31 december 2025 0 0 0 Note 45 Other receivables 2025-12-31 2024-12-31 Tax account 255 183 Other receivables 592 3,130 Total 847 3,313 Note 46 Cash and cash equivalents 2025-12-31 2024-12-31 Bank accounts 3 0 Total 3 0 Note 47 Contingent Liabilities 2025-12-31 2024-12-31 Guarantee for Snusbolaget Norden AB's liabilities 0 103,801 Guarantee for Snusbolaget Europa AB's liabilities 113,219 0 Total 113,219 103,801 The Parent Company has issued two parent company guar- antees on behalf of subsidiaries in respect of trade suppliers. One guarantee is limited to an amount of NOK 15 million, while the other guarantee is unlimited in amount. Furthermore, the Parent Company has issued parent com- pany guarantees on behalf of subsidiaries in respect of insurance costs, limited to an amount of SEK 4 million, as well as rental payments, which are unlimited in amount. Haypp Group | Annual Report 2025 68 Notes, Parent Company
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Note 48 Related- party transactions The following transactions have taken place with related parties: 2025 2024 (a) Sales of goods and services Sales of goods and services to related parties 0 0 Sum 0 0 (a) Purchases of goods and services Purchases of services from Advokatfirman Vinge KB 0 483 Purchases of services from otZar Advisory AB 0 25 Sum 0 508 There are no receivables or liabilities as a result of sales of goods or services to related parties at the end of the year. There are no loans to or from related parties at the end of the year or the comparison year. Remuneration to senior executives is stated in Note 7. .Note 49 Adjustments for non-cash items 2025 2024 Exchange-rate differences –70 –41 Revaluation of financial liabilities 0 2,463 Other –5 0 Total –75 2,422 Note 50 Events after the end of the reporting period No significant events have occurred after the end of the financial year. Haypp Group | Annual Report 2025 69 Notes, Parent Company
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Signatures from the Board of Directors The Board of Directors and the President declare that the consolidated financial statements were prepared in accordance with the International Financial Reporting Standards IFRS as adopted by the EU and present a true and fair view of the Group’s financial position and results. The Annual Report was prepared in accordance with generally accepted accounting principles and presents a true and fair view of the Parent Company’s financial position and earnings. The Board of Directors’ report for the Group and the Parent Company provides a fair review of the develop- ment of the Group’s and the Parent Company’s operations, position and earnings and describes significant risks and uncertainties facing the Parent Company and the companies included in the Group. The Annual Report was approved on April 28, 2026. Stockholm, the date stated on our electronic signature Lars-Johan Jarnheimer Chairman Helena Juhlin Pink Board member Deepak Mishra Board member Linus Liljegren Board member Patrik Rees Board member Adam Schatz Board member Gavin O’Dowd CEO Our Auditor’s Report was submitted on the date stated on our electronic signature Öhrlings PricewaterhouseCoopers AB Magnus Lagerberg Authorised Public Accountant Haypp Group | Annual Report 2025 70
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Auditor’s report To the general meeting of the shareholders of Haypp Group AB (publ), corporate identity number 559075-6796 REPORT ON THE ANNUAL ACCOUNTS AND CONSOLIDA TED ACCOUNTS Opinions We have performed an audit of the annual accounts and consolidated accounts of Haypp Group AB (publ) for year 2025. The annual accounts and consolidated accounts of the company are included on pages 25-70 in this document. In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the parent company as of 31 December 2025 and its financial perfor- mance and cash flow for the year then ended in accordance with the Annual Accounts Act. The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2025 and their finan- cial performance and cash flow for the year then ended in accordance with IFRS Accounting Standards, as adopted by the EU, and the Annual Accounts Act. The statutory adminis- tration report is consistent with the other parts of the annual accounts and consolidated accounts. We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group. Basis for Opinions We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those stan- dards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accoun- tants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions. Other information than the annual accounts and consolidated accounts This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1-24 and 73-77. The Board of Directors and the Manag- ing Director are responsible for this other information. Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information. In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the infor- mation identified above and consider whether the informa- tion is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated. If we, based on the work performed concerning this infor- mation, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Board of Directors and the Manag- ing Director The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concern- ing the consolidated accounts, in accordance with IFRS Accounting Standards, as adopted by the EU, and the Annual Accounts Act. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts and consolidated accounts, the Board of Directors and the Managing Direc- tor are responsible for the assessment of the company and group’s ability to continue as a going concern. They disclose, as applicable, matters related to going con- cern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, cease operations or has no realistic alternative to doing any of this. Auditor’s responsibility Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstate- ment when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts. A further description of our responsibility for the audit of the annual accounts and consolidated accounts is available on the Swedish Inspectorate of Auditors’ website: www.revi- sorsinspektionen.se/revisornsansvar. This description is part of the auditor’s report. REPORT ON OTHER LEGAL AND REGULA TORY REQUIREMENTS Opinions In addition to our audit of the annual accounts and consoli- dated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Haypp Group AB (publ) for year 2025 and the proposed appropria- tions of the company’s profit or loss. Haypp Group | Annual Report 2025 71
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We recommend to the general meeting of sharehold- ers that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be discharged from liability for the financial year. Basis for Opinions We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions. Responsibilities of the Board of Directors and the Managing Director The Board of Directors is responsible for the proposal for appropriations of the company’s profit or loss. At the pro- posal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company and group’s type of operations, size and risks place on the size of the parent company’s equity, con- solidation requirements, liquidity and position in general. The Board of Directors is responsible for the company’s organization and the management of the company’s affairs. This includes among other things continuous assessment of the company and group’s financial situation and ensur- ing that the company’s organization is designed so that the accounting, management of assets and the company’s finan- cial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing adminis- tration according to the Board of Directors’ guidelines and instructions and among other matters take measures that are necessary to fulfill the company’s accounting in accordance with law and handle the management of assets in a reassur- ing manner. Auditor’s responsibility Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect: • has undertaken any action or been guilty of any omission which can give rise to liability to the company, or • in any other way has acted in contravention of the Com- panies Act, the Annual Accounts Act or the Articles of Association. Our objective concerning the audit of the proposed appro- priations of the company’s profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company’s profit or loss are not in accordance with the Companies Act. A further description of our responsibility for the audit of the administration is available on the Swedish Inspectorate of Auditors’ website: www.revisorsinspektionen.se/revisorns- ansvar. This description is part of the auditor’s report. Stockholm the date indicated by our electronic signature Öhrlings PricewaterhouseCoopers AB Magnus Lagerberg Authorized Public Accountant This is a translation of the Swedish language original. In the event of any differences between this translation and the Swedish language original, the latter shall prevail. Haypp Group | Annual Report 2025 72 Auditor’s report
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Definitions of alternative performance measures Definitions Reason for use Net sales growth, % Change in net sales growth for the period. Shows whether the company’s business is expanding or contracting. Organic sales growth, % Change in net sales excluding businesses which have been acquired, sold or exited. Shows whether the company’s business is expanding or contracting when excluding the effects from acquisitions, divestments or exits. Organic growth Change in net sales excluding the impact of exchange rate movements and businesses acquired, divested or discontinued. Cur- rency effects are calculated by translating current-period net sales using prior-period exchange rates. Indicates whether the Company’s opera- tions are expanding or contracting when the effects of currency, acquisitions, divestments or discontinued operations are excluded. Gross margin, % Net sales minus the cost of goods sold for the period, expressed as a percentage of net sales. Indicates the Company’s operating profitabil- ity from its underlying business operations. Gross profit growth, % Change in net sales growth for the period minus cost of goods sold for the period. Shows change in the profitability and the financial performance of the company’s business. EBIT margin EBIT as a percentage of net sales. Shows operating profit in relation to net sales and is a measurement of the profitability in the company’s operational business. Adjusted EBIT EBIT excluding amortization and impairment losses on acquisition-related intangible assets and items affecting comparability. Shows results of the company’s operational business excluding amortization that arises as a result of accounting treatment of pur- chase price allocations in conjunction with acquisitions and items that affect compari- son with other periods. Adjusted EBIT margin, % EBIT margin adjusted for amortization and impairment losses on acquisition-related intangible assets and items affecting com- parability Shows EBIT margin excluding amortization that arises as a result of accounting treatment of purchase price allocations in conjunction with acquisitions and items that affect com- parison with other periods. EBITDA EBIT excluding depreciation/amortization and impairment of assets. Shows the ability of the company’s opera- tions to generate resources for investment and payment to capital providers. EBITDA margin, % EBITDA as a percentage of net sales. A profitability measurement that is used by investors, analysts and the company’s management for evaluating the company’s profitability. Adjusted EBITDA EBITDA adjusted for items affecting comparability. Shows EBITDA excluding items that affect comparison with other periods. Adjusted EBITDA margin, % EBITDA margin adjusted for items affecting comparability. Shows EBITDA margin excluding items that affect comparison with other periods. Haypp Group | Annual Report 2025 73
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Adjusted operating expenses Operating expenses excluding items of a non-recurring nature. Provides a more accurate view of the under- lying operating performance by excluding non-recurring costs, thereby improving the comparability of the Company’s financial results between reporting periods. Working capital Current assets excluding current tax receiv- ables and cash and cash equivalents, less trade payables, other current provisions, and accrued expenses and deferred income. Indicates the Company’s ability to meet short-term capital requirements. Net debt Non-current lease liability, other non-current liabilities, bank overdraft, current lease liabil- ity, liabilities to credit institutions and cash and cash equivalents. Shows how much cash would remain if all debts were paid off. Net debt / adjusted EBITDA, times Net debt in relation to adjusted EBITDA. Shows financial risk and is an indication of repayment capacity. Investments Changes in tangible, intangible and other financial assets, as well as acquisitions of subsidiaries. Indicates how the Company uses cash to acquire and dispose of long-term assets and investments intended to generate future revenue and cash flows. Equity/Total asset ratio, % Total equity in relation to total assets. Indicates financial risk and the proportion of assets financed by equity. Items affecting comparability Significant items affecting comparability, including significant consulting and advisory costs, acquisition, integration and restructur- ing costs, significant legal costs and bonuses paid. This also includes depreciation, amorti- sation and impairment losses, including those related to improvements in the Company’s infrastructure. Refers to items that are reported separately as they are of a significant nature and are relevant for understanding the financial per- formance when comparing the profit/loss for the current period with the previous periods. Equity per share after dilution, SEK Equity in relation to the average number of shares outstanding after dilution. Indicates equity attributable to each share, taking into account dilution from potential shareholders. Cash flow from operating activities per share after dilution Cash flow from operating activities in relation to the average number of shares outstanding after dilution. Indicates the cash flow generated from oper- ating activities per share, taking into account dilution from potential shareholders, available for use in the business going forward. Active customers Unique customers who have made a pur- chase during the period. Shows unique customers who have made a purchase during the period. Haypp Group | Annual Report 2025 74
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Reconciliation of alternative performance measures Amounts in SEK mn 2025-12-31 2024-12-31 Net sales growth, % Net sales 3,848.9 3,679.8 Net sales, previous year 3,679.8 3,165.7 Net sales growth, % 4.6% 16.2% Organic growth, % Net sales 3,848.9 3,679.8 Adjustments for acquisitions and divestments Currency effects adjustments 89.4 23.7 Net sales including adjustments 3,938.4 3,703.5 Net sales, previous year 3,679.8 3,165.7 Organic growth 258.6 537.8 Organic growth, % 7.0% 17.0% Gross margin Net sales 3,848.9 3,679.8 Goods for resale –3,138.8 –3,127.1 Gross profit 710.1 552.7 Net sales 3,848.9 3,679.8 Gross margin, % 18.5% 15.0% Gross profit growth, % Gross profit 710.1 552.7 Gross profit, previous year 552.7 402.6 Gross profit growth, % 28.5% 37.3% EBIT margin EBIT 58.4 64.2 Net sales 3,848.9 3,679.8 EBIT margin, % 1.5% 1.7% Adjusted EBIT and adjusted EBIT margin EBIT 58.4 64.2 Amortisation of acquired intangible assets 39.7 40.0 Less items affecting comparability: Consulting and advisory costs 0.0 0.0 Acquisition, integration and restructuring costs 34.5 30.4 Legal costs 18.1 0.0 Adjusted EBIT 150.7 134.5 Net sales 3,848.9 3,679.8 Adjusted EBIT margin, % 3.9% 3.7% EBITDA and EBITDA margin, % EBIT 58.4 64.2 Depreciation and amortization of tangible and intangible assets 127.7 116.1 EBITDA 186.1 180.2 Net sales 3,848.9 3,679.8 EBITDA margin, % 4.8% 4.9% Adjusted operating expenses Sum expenses –3,836.5 –3,651.2 Other operating income 4.9 3.2 Capitalised work on own account 41.0 32.4 Goods for resale, cost (-) 3,138.8 3,127.1 Depreciation and amortization of tangible and intangible assets 127.7 116.1 Items affecting comparability 52.6 30.4 Adjusted operating expenses –471.5 –342.1 Haypp Group | Annual Report 2025 75
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Amounts in SEK mn 2025-12-31 2024-12-31 Net working capital Current assets 659,9 540,7 Current tax recoverable -1,0 -0,6 Cash and cash equivalents -57,3 -35,2 Trade payables -251,3 -200,8 Other provisions -0,8 -14,2 Accrued expenses and deferred income -94,2 -70,3 Net working capital 255,3 219,5 Net debt Current lease liability 47,2 72,2 Bank overdraft 113,2 103,8 Non-current lease liability 28,8 28,2 Cash and cash equivalents -57,3 -35,2 Net debt 132,0 169,0 Net debt/Adjusted EBITDA, times Net debt 132,0 169,0 Adjusted EBITDA 238,7 205,8 Net debt/Adjusted EBITDA, times 0,6 0,8 Investments Acquisition of subsidiaries after deduction for acquired cash and cash equivalents -2,4 -1,5 Investments in tangible and intangible assets -89,5 -105,8 Disposals of tangible and intangible assets 1,3 0,4 Change in other financial assets -13,3 -8,0 Investments -103,9 -115,0 Equity/Total assets ratio, % Total equity 669,9 656,0 Total assets 1 262,5 1 183,5 Equity/Total assets ratio, % 53,1% 55,4% Items affecting comparability Consulting and advisory costs 0,0 0,0 Acquisition, integration and restructuring costs -34,5 -30,4 Legal costs -18,1 0,0 Items affecting comparability -52,6 -30,4 Equity per share after dilution (SEK) Total equity 669,9 656,0 Average number of shares after dilution 31 343 134 30 807 543 Equity per share after dilution (SEK) 21,4 21,3 Cash flow from operating activities per share after dilution (SEK) Cash flow from operating activities 140.0 194.6 Average number of shares after dilution 31 343 134 30 807 543 Cash flow from operating activities per share after dilution (SEK) 4,5 6,3 Haypp Group | Annual Report 2025 76
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AGM information AGM information 2026 AGM information Haypp Group will hold its Annual General Meeting on Thursday , May 20, 2026 in Stockholm. Participation and registration Shareholders who wish to participate in the Annual General Meeting must (i) be listed in the shareholders’ register maintained by Euroclear Sweden AB regarding circumstances on Monday May 11, 2026. Further information about the Annual General Meeting can be found in the notice on our website www.hayppgroup.com Haypp Group | Annual Report 2025 77
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HAYPP GROUP AB (PUBL) ORG.NO 559075-6796 ÖSTGÖTAGATAN 12 116 25 STOCKHOLM HAYPPGROUP.COM