Terms for Subscription Warrants 2024/2027 for the Subscription of Shares in White Pearl Technology Group AB
- Definitions
In these terms, the following terms shall have the meanings assigned to them below:
- “Share” means an ordinary share in the Company.
- “Companies Act” refers to the Swedish Companies Act (2005:551).
- “Bank Day” means a day that is not a Sunday or other public holiday.
- “Company” means White Pearl Technology Group AB, 556939-9752.
- “Euroclear” refers to Euroclear Sweden AB.
- “Control” means owning more than 90 percent of the shares in the Company.
- “Listing” refers to the listing of the Company’s share on a regulated market or other organized trading venue.
- “Warrant Holder” refers to the holder of a subscription warrant.
- “Subscription” refers to the subscription of shares in the Company by exercising a subscription warrant.
- “Subscription Price” refers to the price at which new shares may be subscribed using a subscription warrant.
- “Subscription Warrant” refers to the right to subscribe for a new share in the Company against payment under these terms.
2. Subscription Warrants
The total number of subscription warrants shall not exceed 1,000,000. The subscription warrants may be registered by Euroclear in a register according to the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479). If the subscription warrants are not registered with Euroclear, the Company shall, upon the warrant holder’s request, issue a certificate for the subscription warrants at the time of issuance. The Company shall, upon request from the warrant holder, exchange and convert the certificate of warrants. If the Company decides to register the subscription warrants with Euroclear and the warrant holder holds a previously issued warrant certificate, the holder shall, upon request, return the warrant certificate to the Company.
3. Right to Subscribe for New Shares
Each subscription warrant entitles the warrant holder to subscribe for one new share in the Company at a subscription price equivalent to 123 percent of the average volume-weighted trading price of the Company’s shares on Nasdaq First North Growth Market during the 10 trading days immediately preceding the extraordinary general meeting on November 8, 2024. The subscription price, calculated as described above, shall be rounded to the nearest 0.01 SEK, where 0.005 SEK shall be rounded down. The subscription price and the number of shares each warrant entitles to may be adjusted as stated in section 8 below. However, the subscription price may not be set below the share’s quota value. Subscription may only be made for the full number of shares that the total number of subscription warrants entitles and that the same warrant holder wishes to exercise. Any excess part of a warrant that cannot be exercised will be disregarded.
4. Notification of Subscription
Subscription of shares by exercising subscription warrants may take place during the period from November 8, 2027, to November 29, 2027, according to the decision of the general meeting. If the warrant holder is prevented from subscribing to shares during the period stated in this section 4 due to the provisions of the Market Abuse Regulation (596/2014/EU), the Swedish Act (2016:1307) on penalties for market abuse on the securities market, the Swedish Act (2016:1306) with supplementary provisions to the EU Market Abuse Regulation, or other applicable insider regulations, the Company may allow such warrant holder to subscribe for shares as soon as they are no longer prevented from doing so. If no notification of subscription is submitted within the specified time, the subscription warrant will expire. Upon subscription notification, a completed subscription form in the prescribed format, along with the issued warrant certificate, must be submitted to the Company. The subscription notification is binding and cannot be revoked.
5. Payment for New Shares
Upon submission of the subscription notification, payment must simultaneously be made for the number of shares for which the subscription notification applies. Payment shall be made in cash to a bank account designated by the Company.
6. Registration of New Shares
Once payment for subscribed shares has been made, the subscription will be completed by registering the new shares. Once the registration has been made with the Swedish Companies Registration Office, the registration of the new shares becomes final. As stated in section 8 below, the time for such registration may be postponed in certain cases.
7. Dividends on New Shares
Shares issued after subscription entitle the holder to dividends at the first dividend record date after the subscription is completed.
8. Recalculation of Subscription Price and Number of Shares
Regarding the rights of warrant holders in the event of an increase or decrease in share capital before the subscription, or the issuance of new convertible bonds or subscription warrants, or if the Company is dissolved or ceases to exist through a merger or demerger, or in the case of extraordinary dividends (as defined below), the following shall apply:
A. Bonus Issue
In the event of a bonus issue, if the subscription notification is submitted at such a time that the allocation of shares cannot be completed no later than five business days before the general meeting that will consider the bonus issue, the subscription shall be completed only after the meeting has decided on the bonus issue. Shares issued as a result of a subscription completed after the decision on the bonus issue are not included in the decision on the bonus issue. Final registration will only take place after the record date for the bonus issue.
For subscriptions completed after the decision on the bonus issue, an adjusted subscription price and an adjusted number of shares that each subscription warrant entitles to shall apply. These recalculations will be performed by the Company as follows:
Adjusted subscription price = (previous subscription price) × (number of shares in the Company before the bonus issue) / (number of shares in the Company after the bonus issue)
Adjusted number of shares each subscription warrant entitles to = (previous number of shares each subscription warrant entitled to) × (number of shares in the Company after the bonus issue) / (number of shares in the Company before the bonus issue)
The adjusted subscription price and the adjusted number of shares that each subscription warrant entitles to, as calculated above, shall be determined by the Company as soon as possible after the general meeting’s decision on the bonus issue.
B. Consolidation or Split of Shares in the Company
If the Company conducts a consolidation or split (split) of shares, the provisions in Section A above shall apply correspondingly. The record date shall be deemed to be the day when the consolidation or split is executed by Euroclear at the Company’s request.
C. New Share Issue
If the Company conducts a new share issue for cash with preferential rights for the shareholders, the following shall apply concerning the right to participate in the new issue for shares acquired through subscription using warrants.
If the new issue is decided by the Board subject to approval by the General Meeting or with authorization from the General Meeting, the decision on the new issue shall specify the latest date by which the subscription must be executed for the shares to entitle participation in the new issue.
If the new issue is decided by the General Meeting, subscription – where a subscription notice is made at such a time that the subscription cannot be executed no later than five business days before the General Meeting that will address the new issue – shall only be executed after the Meeting has decided on it. Shares issued due to new subscriptions executed after the decision on the issue will not entitle participation in the new issue. Final registration occurs only after the record date for the new issue.
For subscriptions executed at a time when there is no right to participate in the new issue, an adjusted subscription price and an adjusted number of shares that each warrant entitles to subscribe for shall apply. The adjustments shall be made by the Company as follows:
Adjusted Subscription Price = (previous subscription price) x (the average market price of the share during the subscription period set by the decision on the issue (hereinafter referred to as the “average share price”)) / (the average share price increased by the theoretical value of the subscription right calculated based thereon)
Adjusted Number of Shares = (previous number of shares that each warrant entitles to subscribe for) x (the average share price increased by the theoretical value of the subscription right) / (the average share price)
The average share price shall be deemed to correspond to the average of the calculated average of the highest and lowest trading prices recorded for each trading day during the subscription period according to the stock exchange list where the share is listed. In the absence of a recorded trading price, the latest recorded bid price shall be used instead. If neither a trading price nor a bid price is recorded on a certain day, such a day shall be disregarded when calculating the average share price.
The theoretical value of the subscription right shall be calculated as follows:
Theoretical Value of the Subscription Right = (the new number of shares that may be issued according to the decision on the issue) x ((the average share price) – (the issue price for the new share)) / (the number of shares before the decision on the issue)
If a negative value arises here, the theoretical value of the subscription right shall be set to zero.
The adjusted subscription price and the adjusted number of shares that each warrant entitles to subscribe for shall be determined by the Company two banking days after the end of the subscription period and shall apply to each new subscription executed thereafter.
If the Company’s shares are not publicly listed at the time of the issue decision, a corresponding adjustment shall be made both for the subscription price and for the number of shares that each warrant entitles to subscribe for. The adjustment, which shall be carried out by the Company, shall be based on keeping the value of the warrants unchanged.
During the period before the adjusted subscription price and the adjusted number of shares that each warrant entitles to subscribe for have been determined, share subscriptions shall be executed only provisionally. Final registration occurs only after the adjusted subscription price and the adjusted number of shares that each warrant entitles to subscribe for have been determined.
D. Issuance of Warrants or Convertible Bonds
If the Company issues warrants or convertible bonds according to Chapters 14 or 15 of the Swedish Companies Act – in both cases with preferential rights for shareholders to subscribe for such equity-related instruments for
cash – the provisions of Section C, first paragraph, points 1 and 2, shall apply correspondingly concerning the right to participate in the issue for shares issued upon subscription.
For subscriptions executed at such a time when there is no right to participate in the issue, an adjusted subscription price and an adjusted number of shares that each warrant entitles to subscribe for shall apply. The adjustments shall be made by the Company as follows:
Adjusted Subscription Price = (previous subscription price) x (the average market price of the share during the subscription period set by the decision on the issue (hereinafter referred to as the “average share price”)) / (the average share price increased by the value of the subscription right).
Adjusted Number of Shares = (previous number of shares that each warrant entitles to subscribe for) x (the average share price increased by the value of the subscription right) / (the average share price).
The average share price is calculated in accordance with what has been stated in Section C above.
The value of the subscription right shall be deemed to correspond to the average of the calculated average of the highest and lowest trading prices recorded for each trading day during the subscription period according to the stock exchange list where the subscription right is listed. In the absence of a recorded trading price, the latest recorded bid price shall be used instead.
If neither a trading price nor a bid price is recorded on a certain day, such a day shall be disregarded when calculating the value of the subscription right.
If the subscription right is not publicly listed, its value shall be determined as far as possible based on the change in the market value of the Company’s shares that can be estimated to have arisen due to the issuance of the warrants or convertible bonds.
The adjusted subscription price and the adjusted number of shares that each warrant entitles to subscribe for shall be determined by the Company two banking days after the end of the subscription period and shall apply to each new subscription executed thereafter.
If the Company’s shares are not publicly listed at the time of the decision on the issue, a corresponding adjustment shall be made both for the subscription price and for the number of shares that each warrant entitles to subscribe for. The adjustment, which shall be carried out by the Company, shall be based on keeping the value of the warrants unchanged.
During the period before the adjusted subscription price and the adjusted number of shares that each warrant entitles to subscribe for have been determined, share subscriptions shall be executed only provisionally. Final registration occurs only after the adjusted subscription price and the adjusted number of shares that each warrant entitles to subscribe for have been determined.
E Certain other cases of offers to shareholders If the Company, in cases other than those referred to in sections A–D above, makes an offer to the shareholders, granting them a preemptive right in accordance with the principles of Chapter 13, Section 1 of the Swedish Companies Act to acquire securities or rights of any kind from the Company, or decides to distribute such securities or rights to shareholders without compensation, under the same preemptive principles, an adjusted subscription price and an adjusted number of shares that each warrant entitles the holder to subscribe for shall apply when the subscription is exercised at such a time that the shares obtained do not entitle participation in the offer. The recalculation shall be performed by the Company as follows:
Adjusted subscription price = (previous subscription price) x (average market price of the share during the subscription period specified in the offer (hereinafter referred to as “the average share price”) / (the average
share price increased by the value of the right to participate in the offer (hereinafter referred to as “the purchase right value”))
Adjusted number of shares = (previous number of shares that each warrant entitles the holder to subscribe for) x (the average share price increased by the purchase right value) / (the average share price)
The average share price shall be calculated in accordance with the provisions of section C above. If the shareholders have received purchase rights and trading in these rights has occurred, the value of the right to participate in the offer shall be considered to correspond to the purchase right value. The purchase right value shall, in this case, correspond to the average of the highest and lowest transaction prices recorded each day during the subscription period according to the listing on which the purchase right is traded. In the absence of a recorded transaction price, the latest recorded bid price shall instead be included in the calculation. If neither a transaction price nor a bid price is recorded on a particular day, such a day shall be excluded from the calculation of the purchase right value.
If the shareholders have not received purchase rights or if such trading in purchase rights, as referred to in the previous paragraph, has not occurred, a recalculation of the subscription price shall be made by applying, as far as possible, the principles specified above in this section E, with the following conditions: If the securities or rights offered to shareholders are listed, the value of the right to participate in the offer shall be considered to correspond to the average of the highest and lowest transaction prices recorded each day over 25 trading days starting from the first day of such listing, reduced, where applicable, by the payment made for these securities in connection with the offer. In the absence of a recorded transaction price, the latest recorded bid price shall instead be included in the calculation. If neither a transaction price nor a bid price is recorded on a particular day, such a day shall be excluded from the calculation of the value of the right to participate in the offer. In recalculating the subscription price and the number of shares that each warrant entitles the holder to subscribe for, this period of 25 trading days shall be deemed to correspond to the subscription period specified in the first paragraph of this section E.
If the securities or rights offered to shareholders are not listed, the value of the right to participate in the offer shall, as far as possible, be determined based on the change in market value of the Company’s shares that can be attributed to the offer.
The adjusted subscription price and the adjusted number of shares that each warrant entitles the holder to subscribe for shall be determined by the Company as soon as the value of the right to participate in the offer can be calculated.
If the Company’s shares are not listed at the time of the offer, a corresponding recalculation shall be made of both the subscription price and the number of shares that each warrant entitles the holder to subscribe for. The recalculation, which shall be carried out by the Company, shall be based on maintaining the value of the warrants unchanged.
If the subscription is executed before the adjusted subscription price and the adjusted number of shares that each warrant entitles the holder to subscribe for have been determined, the share subscription will only be provisional. Final registration will occur only after the adjusted subscription price and the adjusted number of shares that each warrant entitles the holder to subscribe for have been determined.
F. Equal Treatment of Warrant Holders and Shareholders
In the case of a new share issue with cash payment and preferential rights for shareholders, or an issue in accordance with Chapters 14 or 15 of the Swedish Companies Act with cash payment and preferential rights for shareholders, the Company may decide to give all warrant holders the same preferential rights as shareholders. In such a case, each warrant holder shall, despite not having yet subscribed for shares or having the subscription executed, be considered the owner of the number of shares they would have received had the subscription been
executed, based on the subscription price and the number of shares each warrant entitles the holder to subscribe for at the time of the decision on the issue.
If the Company decides to make an offer as described in Section E above, the provisions of the preceding paragraph shall apply accordingly. However, in such a case, the number of shares that the warrant holder shall be considered the owner of shall be based on the subscription price and the number of shares that each warrant entitles the holder to subscribe for at the time the decision to make the offer is made.
If the Company decides to grant warrant holders preferential rights in accordance with the provisions of this Section F, no recalculation shall be made under Sections C, D, or E regarding the subscription price or the number of shares that each warrant entitles the holder to subscribe for.
G. Extraordinary Dividends
If the Company decides to distribute cash dividends to shareholders, and the total amount, together with other dividends during the term of the warrants, exceeds the dividends forecasted at the time of issuance of the warrants (the “Forecasted Dividend”), a recalculated subscription price and a recalculated number of shares that each warrant entitles the holder to subscribe for shall apply if the subscription occurs at such a time that the resulting shares do not entitle the holder to receive such dividends. The recalculation shall be based on the portion of the total dividend that, per share, exceeds the Forecasted Dividend (referred to below as the “Extraordinary Dividend”).
The recalculation will be conducted by the Company as follows:
Recalculated subscription price = (previous subscription price) × (the average market price of the share over a period of 25 trading days starting from the day the share is listed without the right to the extraordinary dividend (referred to below as the “average share price”)) / (the average share price increased by the extraordinary dividend paid per share).
Recalculated number of shares = (the previous number of shares that each warrant entitles the holder to subscribe for) × (the average share price increased by the extraordinary dividend paid per share) / (the average share price).
The average share price shall be considered the average of the daily highest and lowest trading prices as listed during the specified 25 trading days. If no trading price is listed, the last listed purchase price shall be used instead. If no trading or purchase price is listed on a specific day, that day will be disregarded in calculating the average share price.
The recalculated subscription price and the recalculated number of shares that each warrant entitles the holder to subscribe for shall be determined by the Company two banking days after the end of the specified 25 trading day period and will apply for subscriptions executed from the day the share is listed without the right to the extraordinary dividend.
If the Company’s shares are not listed at the time of the dividend decision, and a cash dividend to shareholders is considered, in the Company’s assessment, extraordinary (following the principles stated in this Section G), a corresponding recalculation of the subscription price shall be carried out by the Company, which will base the recalculation, as much as possible, on the principles set out in this Section G. Until the recalculated subscription price and the recalculated number of shares that each warrant entitles the holder to subscribe for are determined, any share subscription will be executed preliminarily, with final registration occurring only once the recalculated values have been established. No recalculation shall be made for extraordinary dividends that, according to the Company’s assessment, are offset or neutralized by measures such as shareholder contributions or group contributions, making a recalculation unreasonable.
H. Reduction of Share Capital
If the Company reduces its share capital with repayment to shareholders—and such reduction is mandatory—a recalculated subscription price and a recalculated number of shares that each warrant entitles the holder to subscribe for shall apply.
The recalculation will be conducted by the Company as follows:
Recalculated subscription price = (previous subscription price) × (the average market price of the share over a period of 25 trading days starting from the day the share is listed without the right to repayment (referred to below as the “average share price”)) / (the average share price increased by the amount repaid per share).
Recalculated number of shares = (the previous number of shares that each warrant entitles the holder to subscribe for) × (the average share price increased by the amount repaid per share) / (the average share price).
The average share price shall be calculated according to the provisions in Section C above.
When a recalculation is made as per the above and the reduction is executed through the redemption of shares, instead of the actual amount repaid per share, a calculated repayment amount shall be used as follows:
Calculated repayment amount per share = (the actual amount repaid per redeemed share minus the average market price of the share during a period of 25 trading days immediately preceding the day the share is listed without the right to participate in the reduction) / (the number of shares in the Company underlying the redemption of one share minus the number one).
The average share price shall be calculated according to the provisions in Section C above.
The recalculated subscription price and the recalculated number of shares that each warrant entitles the holder to subscribe for shall be determined by the Company two banking days after the end of the specified 25 trading day period and will apply for subscriptions executed thereafter.
Until the recalculated subscription price and the recalculated number of shares that each warrant entitles the holder to subscribe for are determined, any share subscription will be executed preliminarily, with final registration occurring only once the recalculated values have been established.
If the Company’s share capital is reduced through the redemption of shares with repayment to shareholders, and such reduction is not mandatory, but, in the Company’s assessment, the reduction, given its technical execution and economic effects, is equivalent to a mandatory reduction, a recalculation of the subscription price and the number of shares that each warrant entitles the holder to subscribe for shall be made, applying, as far as possible, the principles set out in this Section H.
If the Company’s shares are not listed at the time of the reduction, a corresponding recalculation of the subscription price shall be made. The recalculation, which shall be carried out by the Company, shall be based on the principle that the value of the warrants shall remain unchanged.
I. Recalculation Must Lead to a Fair Outcome
If the Company undertakes an action as referred to in sections A–E, or G–H above, and, according to the Company’s assessment, the application of the intended recalculation formula—due to the technical execution of the action or for other reasons—cannot be applied or would lead to unfair economic compensation for warrant holders compared to shareholders, the Company shall carry out the recalculation of the subscription price and the number of shares each warrant entitles the holder to subscribe for in a way the Company deems appropriate, aiming for the recalculation to lead to a fair outcome.
J. Rounding
In the recalculation of the subscription price as described above, the price shall be rounded to the nearest full cent, with half a cent being rounded downwards.
K. Merger
If the general meeting approves a merger plan under Chapter 23, Section 15 of the Swedish Companies Act, whereby the Company will merge with another company, or if the board of directors, under Chapter 23, Section 28 of the Swedish Companies Act, decides that the Company will merge with its parent company, warrant holders shall receive at least equivalent rights in the acquiring company as in the Company (the transferring company), unless they have the right, under the merger plan, to have their warrants redeemed by the acquiring company.
L. Division
If the general meeting approves a division plan under Chapter 24, Section 17 of the Swedish Companies Act, whereby the Company will be divided, transferring a part of the Company’s assets and liabilities to one or more other limited liability companies as compensation to the shareholders of the Company, a recalculated subscription price and a recalculated number of shares that each warrant entitles the holder to subscribe for shall apply, following the principles for extraordinary dividends as outlined in point G above. The recalculation shall be based on the portion of the Company’s assets and liabilities transferred to the acquiring company.
If all of the Company’s assets and liabilities are transferred to one or more other limited liability companies as compensation to the shareholders of the Company, the provisions regarding liquidation in point M below shall apply correspondingly, including that the right to request subscription ceases simultaneously with the registration under Chapter 24, Section 27 of the Swedish Companies Act, and that notice to warrant holders shall be given no later than four weeks before the division plan is presented to the general meeting.
M. Liquidation
If it is decided that the Company shall enter into liquidation, regardless of the reason for liquidation, subscription cannot thereafter be made. The right to request subscription ceases simultaneously with the liquidation decision, regardless of whether this decision has become legally binding.
At least four weeks before the general meeting considers the matter of whether the Company shall enter liquidation under Chapter 25 of the Swedish Companies Act, warrant holders shall be notified of the planned liquidation in accordance with point 11 below. The notice shall include a reminder that subscription cannot take place after a liquidation decision.
If the Company issues notice of intended liquidation as described above, warrant holders—regardless of what is stated in point 4 above regarding the earliest time for subscription—shall have the right to request subscription from the day the notice is given, provided that subscription can be carried out before the date of the general meeting at which the matter of the Company’s liquidation will be considered.
Regardless of what has been stated above regarding subscription not being allowed after a liquidation decision, the right to request subscription will be reinstated if the liquidation is not carried out.
N. Bankruptcy
In the event of the Company’s bankruptcy, subscription with the use of warrants cannot take place. If the bankruptcy decision is reversed by a higher court, the right to subscription will be reinstated.
9. Change of Ownership
A request for the subscription of shares through the exercise of allocated warrants can, according to these terms, in addition to what is stated in point 4 above, be made in the event of a change of ownership, whereby a person (or a group of persons acting together) gains control over the Company (as defined in point 1 above). The subscription request can then be made from the day control is obtained (the control day) until the earlier of (i) the day after the expiration of a period of 60 days from the control day and (ii) the day the controlling shareholder (or the controlling shareholders) initiates a procedure for compulsory redemption under Chapter 22, Section 6 of the Swedish Companies Act.
The Company shall immediately notify warrant holders of a change of ownership in the Company according to this point 9, as well as the applicable subscription period due to the change of ownership.
If the warrant is not exercised within the period specified above, subscription may be made in accordance with the other provisions of these terms.
10. Nominee
Under Chapter 3, Section 7 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479), legal entities may be granted permission to be registered as a nominee. Such a nominee shall be considered a warrant holder when applying these terms.
11. Notices
Notices regarding the warrants shall be sent to each warrant holder who has provided their address to the Company.
12. Amendment of Warrant Terms
The Company has the right to decide on amendments to these warrant terms to the extent that legislation, court rulings, or government decisions so require, or if, for practical reasons, it is appropriate or necessary, and the rights of warrant holders are not impaired in any respect.
13. Limitation of Liability
Concerning the actions that, according to these warrant terms, are the responsibility of the Company—and, to the extent applicable, Euroclear, considering the provisions of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479)—liability cannot be claimed for damages caused by Swedish or foreign law, Swedish or foreign government actions, acts of war, strikes, blockades, boycotts, lockouts, or other similar circumstances. The reservation concerning strikes, blockades, boycotts, and lockouts applies even if the Company—or Euroclear—initiates or is subject to such a conflict.
Euroclear is also not obligated to compensate for damages in other cases if Euroclear has acted with ordinary care. A similar limitation of liability shall apply to the Company. Furthermore, neither Euroclear nor the Company shall, in any case, be liable for indirect damages.
If the Company—or Euroclear—is prevented from making a payment or taking other action due to circumstances stated in the first paragraph, the action may be postponed until the obstacle has been removed.
In the event of a delayed payment, the Company, if interest is promised, shall pay interest at the rate applicable on the due date. If interest is not promised, the Company is not required to pay interest at a higher rate than the current reference rate plus two percentage points. If the Company is prevented from receiving payment due to
the circumstances stated in the first paragraph, the Company shall only be entitled to interest for the period during which the obstacle existed according to the terms applicable on the due date.
This limitation of liability also applies to any securities institution, valuation institute, or bank engaged by the Company.
14. Confidentiality
The Company, the account-holding institution, or Euroclear shall not, without proper authorization, disclose information about warrant holders to third parties. The Company has the right to obtain the following information from Euroclear regarding the accounts of warrant holders in the Company’s share register: the warrant holder’s name, personal or other identification number, and postal address; the number of warrants.
15. Governing Law and Jurisdiction
These terms and all legal matters related to the warrants shall be governed and interpreted according to Swedish law. Any legal action concerning the warrant terms shall be brought before the Stockholm District Court or another forum whose jurisdiction is accepted in writing by the Company.