Governance

Incentive Programmes

To motivate and retain key employees and offer them an opportunity to become partners in Turecaller, the Board has implemented an incentive program in six series, three of which relate to warrant programs and three relate to employee stock programs. The Company has issued an aggregate of 19,500,000 warrants. The subscription rights of the warrants belong to the Company with a right for certain board members, senior executives and employees to purchase the warrants from the Company. All warrants were registered at the Swedish Company’s Registration Office on 31 August 2021. As of the date of the Prospectus there are 15,498,500 outstanding warrants in the Company owned by warrant owners. The warrants not owned by a warrant owner are owned by the Company, which has the right and obligation to transfer the warrants to certain employees and senior executives. If all warrants owned by the warrant owners were used to subscribe for new shares, the maximum dilution of the shares would be 5.21 percent of the Company’s total outstanding shares.

Series 2021:1 regarding warrants for certain key employees

The Company resolved at the extraordinary general meeting 21 July 2021, following a proposal from the board of directors, to carry out a directed issue of not more than 6,836,500 warrants of the series 2021:1 (”Series 2021:1”), entailing an increase in the share capital of not more than SEK 13,673 at full subscription. Each warrant entitles a right to subscribe for one class B share in the Company.

The warrants were issued without cost to the Company and then transferred from the Company to certain current as well as future key employees, to a warrant premium established on the basis of a market value of the warrants calculated by an independent valuation institute using the Black & Scholes valuation model. The warrant premium shall be SEK 2.33 per warrant. A new market value shall be established in an equivalent way for acquisitions made by new employees after the expiration of the initial application period.

Subscription for new shares may be exercised for 1/3 of the warrants during the period 1 September 2023 – 30 October 2023, 1/3 of the warrants may be exercised to subscribe for new shares during the period 1 September 2024 – 30 October 2024 and 1/3 of the warrants may be exercised to subscribe for new shares during the period 1 September 2025 – 30 October 2025. The subscription price (strike price) is SEK 57.40 per subscribed class B share.

Series 2021:2 regarding warrants for Directors of the Board

The Company resolved at the extra general meeting 21 July 2021, following a proposal from Alan Mamedi and Nami Zarringhalam, representing all shares and votes in the Company, to carry out a directed issue of not more than 116,000 warrants of the series 2021:2 ("Series 2021:2"), entailing an increase in the share capital of not more than SEK 232 at full subscription. Each warrant entitles a right to subscribe for one class B share in the Company.

The warrants were issued without cost to the Company and then transferred from the Company to the Directors of the Board for a warrant premium established on the basis of a market value of the warrants calculated by an independent valuation institute using the Black & Scholes valuation model. The purchase price shall be SEK 2.33 per warrant. A new market value shall be established in an equivalent way for acquisitions made by new employees after the expiration of the initial application period.

Subscription for new shares may be exercised for 1/3 of the warrants during the period 1 September 2023 – 30 October 2023, 1/3 of the warrants may be exercised to subscribe for new shares during the period 1 September 2024 – 30 October 2024 and 1/3 of the warrants may be exercised to subscribe for new shares during the period 1 September 2025 – 30 October 2025. The subscription price (strike price) is SEK 57.40 per subscribed class B share.

Series 2021:5 regarding warrants for employees

The Company resolved at the extra general meeting 21 July 2021, following a proposal from the board of directors, to carry out a directed issue of not more than 5,636,500 warrants of the series 2021:5 ("Series 2021:5"), entailing an increase in the share capital of not more than SEK 11,273 at full subscription. Each warrant entitles a right to subscribe for one class B share in the Company.

The warrants were issued without cost to the Company and then transferred from the Company to certain employees, for a warrant premium established on the basis of a market value of the warrants calculated by an independent valuation institute using the Black & Scholes valuation model. The purchase price shall be SEK 1.97 per warrant. A new market value shall be established in an equivalent way for acquisitions made by new employees after the expiration of the initial application period.

Subscription for new shares may be exercised for 1/2 of the warrants during the period 1 September 2023 – 30 October 2023, 1/2 of the warrants may be exercised to subscribe for new shares during the period 1 September 2024 – 30 October 2024. The new shares are not subject to any restrictions. The subscription price is SEK 57.40 per subscribed class B share.

Series 2021:3 regarding stock option programs to certain key employees

The Company resolved at the extra general meeting 21 July 2021, after a proposal from the Board of Directors, to implement an Option Program of the series 2021:3 ("Series 2021:3"), that shall include the issuance of a maximum of 2,981,200 stock options divided into three series, of which a maximum of 993,733 stock options shall refer to series A, a maximum of 993,733 stock options shall refer to series B and a maximum of 993,734 stock options shall refer to series C, entailing an increase in the share capital of a maximum of SEK 5,962.40 upon full exercise. Each stock option shall entitle the holder to subscribe for one new class B share in the Company.

The warrants were issued because of the option programs shall be issued to the Company. The right to receive warrants shall vest in certain key employees (none of which have a guaranteed minimum allotment). The number of stock options that each employee is entitled to receive shall be distributed pro rata between the three warrant series. Allotted warrants shall be offered free of charge. The subscription price for each subscribed class B share is SEK 28.70.

Upon exercise, each stock option will entitle the holder to receive one warrant immediately exercisable for one share against payment of the subscription price. Stock options of series A may be exercised by the holder during the period 1 September 2023 – 30 October 2023. Stock options of series B may be exercised during the period 1 September 2024 – 30 October 2024. Stock options of series C may be exercised by the holder during the period 1 September 2025 – 30 October 2025. The holder shall be entitled to exercise the stock options during the periods set out above, provided that the holder concerned at this time (a) is still employed by the Company or by any company within the group, (b) has not received notice of dismissal (Sw. avsked) or termination (Sw. uppsägning) from his or her employment in the Company or in any company within the group for reasons other than scarcity of work (Sw. arbetsbrist) and (c) that the Company has increased revenues by 20 per cent between the years 2021 and 2022 and that the Company's adjusted EBITDA amounts to at least 10 per cent according to the latest audited annual report at the time of exercise of the stock options of series A, that the Company has increased revenues by 20 per cent between the years 2022 and 2023 and that the Company's adjusted EBITDA amounts to at least 10 per cent according to the latest audited annual report at the time of exercise of stock options of series B and that the Company has increased revenues by 20 per cent between the years 2023 and 2024 and that the Company's adjusted EBITDA amounts to at least 10 per cent according to the latest audited annual report at the time of exercise of the stock options of series C.

Series 2021:4 regarding stock options for Directors of the Board

The Company resolved at the extra general meeting 21 July 2021, following a proposal from Alan Mamedi and Nami Zarringhalam, representing all shares and votes in the Company, to implement an Option Program for certain board members of the Company of the series 2021:4 ("Series 2021:4"), that shall include the issuance of a maximum of 174,000 stock options divided into three series, of which a maximum of 58,000 stock options shall refer to series A, a maximum of 58,000 stock options shall refer to series B and a maximum of 58,000 stock options shall refer to series C, entailing an increase in the share capital of a maximum of SEK 348 upon full exercise. Each stock option shall entitle the holder to subscribe for one new class B share in the Company.

The stock options were issued because of the option programs shall be issued to the Company. The right to receive stock options shall vest in certain foreign board members (none of which have a guaranteed minimum allotment). The number of stock options that each board member is entitled to receive shall be distributed pro rata between the three stock option series. The subscription price per subscribed class B share is SEK 28.70.

Upon exercise, each stock option will entitle the holder to receive one warrant immediately exercisable for one share against payment of the subscription price. Stock options of series A may be exercised by the holder during the period 1 September 2023 – 30 October 2023. Stock options of series B may be exercised during the period 1 September 2024 – 30 October 2024. Stock options of series C may be exercised by the holder during the period 1 September 2025 – 30 October 2025. The holder shall be entitled to exercise the stock options during the periods set out above, provided that the holder concerned at this time is still a Director of the Board of the Company.

Series 2021:6 regarding stock options for certain employees

The Company resolved at the extra general meeting 21 July 2021, following a proposal from the Board of Directors of the Company, to implement an Option Program of the series 2021:6 ("Series 2021:6"), that shall include the issuance of a maximum of 3,755,800 stock options divided into two series, of which a maximum of 1,877,900 stock options shall refer to series A and a maximum of 1,877,900 stock options shall refer to series B, entailing an increase in the share capital of a maximum of SEK 7,511.6 upon full exercise. Each stock option shall entitle the holder to subscribe for one new class B share in the Company.

The stock options were issued because of the option programs shall be issued to the Company. The right to receive stock options shall vest in certain employees (none of which have a guaranteed minimum allotment). The number of stock options that each employee is entitled to receive shall be distributed pro rata between the two stock option series. The subscription price per subscribed class B share is SEK 28.70.

Upon exercise, each stock option will entitle the holder to receive one warrant immediately exercisable for one share against payment of the subscription price. Stock options of series A may be exercised by the holder during the period 1 September 2023 – 30 October 2023. Stock options of series B may be exercised during the period 1 September 2024 – 30 October 2024. The holder shall be entitled to exercise the stock options during the periods set out above, provided that the holder concerned at this time (a) is still employed by the Company or by any company within the group, (b) has not received notice of dismissal (Sw. avsked) or termination (Sw. uppsägning) from his or her employment in the Company or in any company within the group for reasons other than scarcity of work (Sw. arbetsbrist) and (c) that the Company has increased revenues by 20 per cent between the years 2021 and 2022 and that the Company's adjusted EBITDA amounts to at least 10 per cent according to the latest audited annual report at the time of exercise of the stock options of series A and that the Company has increased revenues by 20 per cent between the years 2022 and 2023 and that the Company's adjusted EBITDA amounts to at least 10 per cent according to the latest audited annual report at the time of exercise of stock options of series B.