Notice of Extraordinary General Meeting of White Pearl Technology Group AB
The shareholders of White Pearl Technology Group AB are hereby summoned to an extraordinary general meeting on November 8, 2024, at 09:30 a.m. at the company's premises at Nybrogatan 34, 114 39 Stockholm. Shareholders who wish to participate in the meeting and vote for their shares must be registered in the share register maintained by Euroclear Sweden AB no later than October 31, 2024. Registration for the meeting must be made no later than November 4, 2024, via email to [email protected] or by written correspondence to White Pearl Technology Group AB, "Extraordinary General Meeting 2024", Box 5216, 102 45 Stockholm. In cases where a representative or proxy participates in the meeting, necessary authorization documents must be sent to the company along with the registration. Shareholders whose shares are registered in the name of a nominee must, in order to participate in the meeting, temporarily register the shares in their own name. Such registration must be completed with Euroclear Sweden AB no later than November 4, 2024, which means that the shareholder must notify the nominee well in advance of this date.
Proposed Agenda
- Election of the recorder of the meeting.
- Preparation and approval of the voting list.
- Election of one or two adjusters.
- Determination of whether the meeting has been duly convened.
- Presentation and approval of the agenda.
- Resolution on authorization for the board.
- Resolution on incentive program for executives.
- Resolution on incentive program for board directors not employed in the company.
- Closing of the meeting.
Proposals for Resolution Authorization (item 6)
The board proposes that the general meeting resolves to authorize the board – during the period until the next annual general meeting and with or without deviation from shareholders' preferential rights and on one or more occasions – to decide on the issuance of new shares, warrants, and/or convertibles. Payment shall be able to be made in cash or through non-cash consideration, set-off, or otherwise be subject to conditions. The Board, through this resolution, is authorized to issue up to 27 million new shares of series B (to a total of maximum 53 923 974 million outstanding shares) until the next AGM.
The resolution of the general meeting under this item is valid only if it is supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
The board, the CEO, or the person appointed by the board or the CEO is authorized to make minor adjustments to the decisions under item 7 that may prove necessary in connection with registration or execution of the decision with the Swedish Companies Registration Office or due to other formal requirements.
Resolution on incentive program for executives (item 7)
The board proposes that the general meeting resolves to issue a maximum of 900 000 warrants of Series 2024/2027, that leads to an approximately 3,3 percent dilution considering all warrants are exercised. As a result, the company's share capital may increase by a maximum of 19,800 SEK. The warrants shall entitle the holder to subscribe for new shares in the company. The following terms shall apply for the issue:
- Right to subscribe for the warrants shall, with deviation from shareholders' preferential rights, be granted only to the company Executives.
- The warrants shall be subscribed for no later than November 29, 2024, on a special subscription list.
The board shall have the right to extend the subscription period.
- The subscriber has the right to subscribe for warrants at a price per option corresponding to the market value of the option. The market value of the option has been determined by an independent valuation
institute and calculated according to the Black & Scholes valuation model. The subscription price is preliminarily set at 0.909 SEK per warrant with a strike price calculated as 123 percent of the share price (approximately 4.5 SEK based on a share price of 3,65 SEK). To the extent that the subscription price exceeds the quotient value the excess amount shall be allocated to the non-restricted share premium reserve.
- Payment for subscribed warrants shall be made no later than three business days after subscription.The board shall have the right to extend the payment period.
- Each warrant entitles the holder to subscribe for one new B share in the company during the period from November 8 2027, to November 29 2027, or the earlier date as stipulated by the terms of the warrants. New shares subscribed for through the exercise of warrants will entitle the holder to dividends for the first time on the record date for dividends that occurs immediately after the new issue has been registered with the Swedish Companies Registration Office and Euroclear Sweden AB.
- No oversubscription or transfer of unexercised warrants is allowed.
- The purpose of the issue and the reason for deviating from shareholders' preferential rights is to create conditions for retaining and increasing the motivation of the persons concerned. The board considers it to be in the interests of all shareholders that the company's key personnel have a long-term interest in good value development of the company's shares. A long-term ownership commitment is expected to stimulate increased interest in the business and its profit development, increase the motivation of the executive management, and aim to achieve increased community of interest between the executive management and the company's shareholders.
- In a preliminary valuation, the market value of the warrants has been determined to be 0.909 SEK per warrant. The preliminary valuation has assumed that the price of the company's share is 3.65 SEK (shall be based on the last 10-day VWAP), a risk-free interest rate of 1.67% percent, a volatility of approximately 45% percent, total dividends of 0 SEK per share during the period until the warrants can be exercised, and a strike price calculated as 123 percent of the share price (approximately 4.5 SEK based on a share price of 3,65).
- The complete terms of the warrants, which will be sent to shareholders who so request, imply that the subscription price and the number of shares the warrant entitles subscription for, may be recalculated in certain cases, such as in the event of a share split or new issue.
The resolution of the general meeting under this item is valid only if it is supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting. The board, the CEO, or the person appointed by the board or the CEO is authorized to make minor adjustments to the decisions under this item that may prove necessary in connection with registration or execution of the decision with the Swedish Companies Registration Office or due to other formal requirements.
Resolution on incentive program for board directors not employed by the company (item 8)
Major shareholders, Bendflow Pty and Webbleton Holdings, propose that the general meeting resolves to issue a maximum of 100 000 warrants of Series 2024/2027, that leads to an approximately 0,4 percent dilution considering all warrants are exercised. As a result, the company's share capital may increase by a maximum of 2 200 SEK. The warrants shall entitle the holder to subscribe for new shares in the company. The following terms shall apply for the issue:
- Right to subscribe for the warrants shall, with deviation from shareholders' preferential rights, be granted only to the company Board Directors not employed buy the company
- The warrants shall be subscribed for no later than November 29, 2024, on a special subscription list.
The board shall have the right to extend the subscription period.
- The subscriber has the right to subscribe for warrants at a price per option corresponding to the market value of the option. The market value of the option has been determined by an independent valuation institute and calculated according to the Black & Scholes valuation model. The subscription price is preliminarily set at 0.909 SEK per warrant with a strike price calculated as 123 percent of the share
price (approximately 4.5 SEK based on a share price of 3,65). To the extent that the subscription price exceeds the quotient value the excess amount shall be allocated to the non-restricted share premium reserve.
- Payment for subscribed warrants shall be made no later than three business days after subscription. The board shall have the right to extend the payment period.
- Each warrant entitles the holder to subscribe for one new B share in the company during the period from November 8 2027, to November 29 2027, or the earlier date as stipulated by the terms of the warrants. New shares subscribed for through the exercise of warrants will entitle the holder to dividends for the first time on the record date for dividends that occurs immediately after the new issue has been registered with the Swedish Companies Registration Office and Euroclear Sweden AB.
- No oversubscription or transfer of unexercised warrants is allowed.
- The purpose of the issue and the reason for deviating from shareholders' preferential rights is to create conditions for retaining and increasing the motivation of the persons concerned. The board considers it to be in the interests of all shareholders that the company's key personnel have a long-term interest in good value development of the company's shares. A long-term ownership commitment is expected to stimulate increased interest in the business and its profit development, increase the motivation of the executive management, and aim to achieve increased community of interest between the executive management and the company's shareholders.
- In a preliminary valuation, the market value of the warrants has been determined to be 0.909 SEK per warrant. The preliminary valuation has assumed that the price of the company's share is 3.65 SEK (shall be based on the last 10-day VWAP), a risk-free interest rate of 1.67% percent, a volatility of approximately 45% percent, total dividends of 0 SEK per share during the period until the warrants can be exercised, and a strike price calculated as 123 percent of the share price (approximately 4.5 SEK based on a share price of 3,65 SEK).
- The complete terms of the warrants, which will be sent to shareholders who so request, imply that the subscription price and the number of shares the warrant entitles subscription for, may be recalculated in certain cases, such as in the event of a share split or new issue.
The resolution of the general meeting under this item is valid only if it is supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the meeting. The board, the CEO, or the person appointed by the board or the CEO is authorized to make minor adjustments to the decisions under this item that may prove necessary in connection with registration or execution of the decision with the Swedish Companies Registration Office or due to other formal requirements.
Miscellaneous
All documents related to the meeting will be presented at the meeting and made available at the company and on the company's website, https://whitepearltech.com/, and will be sent free of charge to shareholders who so request.
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Stockholm, October 2024
White Pearl Technology Group AB The Board of Directors