Notice of extraordinary general meeting in BrightBid Group AB (publ)

The shareholders of BrightBid Group AB (publ), reg. no. 556710-8757 (the "Company"), are hereby invited to the Extraordinary General Meeting on Tuesday 23 July 2024 at 10:00 a.m. at Setterwalls Advokatbyrå at Sturegatan 10 in Stockholm. Registration for the meeting begins at 09:45.

Notification of attendance

Shareholders who wish to attend the meeting must:

• be registered as a shareholder in the share register kept by Euroclear Sweden AB in respect of the circumstances on Monday 15 July 2024, and
• not later than Wednesday 17 July 2024 have notified the Company of their participation and any assistants, either in writing to BrightBid Group AB (publ), Att: Extraordinary General Meeting, Brunnsgatan 11, 111 38 Stockholm or by e-mail to bolagsstamma@speqta.com.

The notification shall state full name, personal or corporate identity number, address, daytime telephone number and, where applicable, information about representatives, proxies and assistants. The number of assistants may not exceed two. To facilitate entry to the meeting, the notification should, where applicable, be accompanied by powers of attorney, registration certificates and other authorisation documents.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, have their shares registered in their own name through their nominee so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date on Monday 15 July 2024. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee's procedures, request that the nominee makes such voting rights registration. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than on Wednesday 17 July 2024 will be taken into account in the preparation of the share register.

Proxies

Shareholders who are represented by a proxy must issue a written power of attorney for the proxy signed and dated by the shareholder. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or, if such a document does not exist, an equivalent authorisation document must be attached. Proxy forms for shareholders who wish to attend the meeting by proxy are available on the Company's website www.speqta.com. A copy of the power of attorney and any registration certificate should be sent in good time before the meeting to: BrightBid Group AB (publ), Att: Extraordinary General Meeting, Brunnsgatan 11, 111 38 Stockholm or by e-mail to bolagsstamma@speqta.com. The power of attorney in original shall also be presented at the meeting. 

Proposal for the agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Examination of whether the meeting has been duly convened
6. Resolution on implementation of Incentive Program 2024/2027 by a) issue of warrants to the Company and b) approval of transfer of warrants to the CEO and key employees
7. Resolution on changes to the articles of association
8. Closing of the meeting

Resolutions proposed by the board of directors

Item 6. Resolution on implementation of Incentive Program 2024/2027 by a) issue of warrants to the Company and b) approval of transfer of warrants to the CEO and key employees

The board of directors proposes that the annual general meeting resolves to implement a long-term incentive program (”Incentive Program 2024/2027”) for current and future CEO and key employees (jointly referred to as the “Participants” and individually as a “Participant”). The proposal to implement an incentive program has been presented because the board of directors deem it essential and in line with the interest of all shareholders in the Company, to create a greater involvement for Participants in the Company in regards of the Company’s development. In the light of the above, the board of directors propose that the general meeting resolves to implement the Incentive Program 2024/2027 and resolves to issue warrants in accordance with the following and that the general meeting resolves on approval of transfer of the warrants. Provided that the general meeting resolves in accordance with the board of directors’ proposal under this item 6 on the agenda, the 1,600,000 warrants issued under the incentive program resolved at the annual general meeting on 17 May 2024 will not be allotted to the participants and thus cannot be exercises for subscription of shares.

The maximum number of new shares will correspond to not more than 1,600,000, corresponding to a dilution of approximately 4.2 per cent, provided that all issued warrants are acquired by the Participants and all acquired warrants are fully exercised. The calculation is based on the maximum number of shares and votes that can be issued divided by the total number of shares and votes after such an issue, based on the total number of shares in the Company as of the date of this proposal.

A. Issue of warrants to the Company

The issue of warrants, which include not more than 1,600,000 warrants of series 2024/2027 entails, upon full exercise of the warrants, that the Company’s share capital will increase by not more than SEK 22,400 (having regard to the reduction of the share capital registered with the Swedish Companies Registration Office on 29 May 2024, which as of the date of this proposal has not yet been enforced by the Swedish Companies Registration Office) in accordance with the following terms and conditions.

1. The right to subscribe for warrants shall, with deviation from the shareholders’ preferential rights, belong to the Company who shall transfer the warrants to the Participants in accordance with item B below.
2. The reasons for the deviation from the shareholders’ preferential rights is to implement an incentive program whereby the Participants, through their own investment, shall take part in and aim towards a positive value development of the Company during the entire period which the proposed incentive program include, and that the Company shall be able to retain competent and committed staff.
3. The warrants are issued to the Company without consideration.
4. Subscription of the warrants shall be carried out by the Company up to and including 31 October 2024. The board of directors is entitled to extend the subscription period.
5. Subscription of shares through the exercise of warrants shall be made during the period from 2 August 2027 up to and including 31 December 2027, considering the at each time applicable insider legislation. The vesting period shall not be less than three years and will be regulated in special warrant holder agreements and each Participant, respectively.
6. Each warrant entitles the holder to subscribe for one (1) share in the Company to an exercise price corresponding to 130 per cent of the volume-weighted average for the Company's share on Nasdaq First North Growth Market during the period from and including 3 June 2024 until and including 1 July 2024. The subscription price may never be less than the quota value of the share (having regard to the reduction of the share capital registered with the Swedish Companies Registration Office on 29 May 2024, which as of the date of this proposal has not yet been enforced by the Swedish Companies Registration Office). Day without price quotation shall not be included in the calculation. Any potential part of the exercise price exceeding the quotient value shall be transferred to the unrestricted share premium reserve.
7. Warrants held by the Company and which have not been transferred in accordance with item B below, may be cancelled by the Company following a resolution by the Company’s board of directors. Cancellation shall be reported to the Swedish Companies Registration Office.
8. In order to fulfil the obligations under Incentive Program 2024/2027 the board of directors propose that the general meeting approves that the Company may dispose of and transfer the warrants to the Participants in accordance with item B below.
9. The new shares issued following subscription of shares through the exercise of the warrants shall entitle right to dividend for the first time on the record date for dividend closest after the new shares have been registered by the Swedish Companies Registration Office and registered in the register of shareholders maintained by Euroclear Sweden AB.
10. Customary re-calculation terms shall apply for the warrants.

The board of directors as well as the CEO are authorised to make minor adjustments in the resolution that may prove to be required in connection with the registration thereof at the Swedish Companies Registration Office.

B. Approval of transfer of warrants to the Participants

1. The right of acquisition

The right to acquire warrants is accrues to current and future CEO and key employees. The Participants’ right to acquire warrants have been differentiated with reference to position, responsibility and working performance in the Company.

The right to acquire warrants requires that the Participant has not resigned or been dismissed as an employee and the Participants enters into a post-sale purchase right agreement etc. with the Company. The following distribution applies for the allotment of warrants for the Participants.

Allotment requires both that acquisition of warrants is legally possible and that acquisitions can be made to reasonable administrative and financial efforts.

Warrants may also be offered to future new employees. For such acquisitions, the terms and conditions shall be the same or equivalent to those set forth in this resolution, including, but not limited to, those set forth under Price and payment etc. below.

2. Notification period

Notification of acquisition of warrants shall be made during the period from 24 July 2024 up to and including 6 August 2024. However, the board of directors is entitled to extend or postpone the notification period for acquisition and to specify a corresponding notification period for new employees whose acquisition takes place after the end of the initial notification period.

3. Notification and allotment

Individuals entitled to acquire warrants shall apply for acquisition of warrants in lots equivalent to the maximum number of warrants that are offered or reduced by lots of 100 warrants. Allotment shall be made in full lots of 100 warrants.

4. Price and payment etc.

The warrants shall be transferred at market terms to a price established by assessed market value for the warrants applying the Black & Scholes valuation model (the “Warrant Premium”) calculated by an independent valuation institute. The Warrant Premium is established on the day of transfer of warrants from the Company to the Participants.

The market price shall be determined in the same way for acquisitions made by new employees after the end of the initial notification period.

The allotted warrants shall be paid for in cash in connection with acquisition of the warrants. The board of directors shall set a corresponding date of payment for acquisitions made by new employees.

5. Terms and conditions for allotment etc.

Since the warrants will be acquired by the Participants to assessed market value, no performance conditions will apply for the allotment or the right to retain or exercise the warrants. However, as mentioned, the right to acquire warrants is conditional upon that the Participants enter into an agreement regarding inter alia post-sale purchase right and vesting with the Company.

C. Further information regarding the issue and the transfer etc.

1. Dilution

Upon full exercise of all warrants in Incentive Program 2024/2027 up to 1,600,000 shares may be issued, which corresponds to a dilution of approximately 4.2 per cent. The calculation is based on the maximum number of shares and votes which may be issued divided with the total number of shares and votes after such issue, based on the total number of outstanding shares and votes in the Company as of the date of this proposal. Upon full exercise of the warrants, the Company’s share capital will increase by SEK 22,400 (having regard to the reduction of the share capital registered with the Swedish Companies Registration Office on 29 May 2024, which as of the date of this proposal has not yet been enforced by the Swedish Companies Registration Office).

2. Calculation of the market value

As the subscription price for subscription of shares by virtue of the warrants cannot be determined until the warrants have been transferred to one of the Participants, a fictitious subscription price of SEK 6.60 has been used in the Black & Scholes calculations. Each warrant has thereby been valued at SEK 0.984.

3. Costs for the Company and effect on key figures etc.

The incentive program is expected to have a marginal effect on the Company’s earnings per share. Given that the warrants shall be transferred to a price corresponding to the market price, the Company’s assessment is that no particular social security costs will arise for the Company due to the Incentive Program 2024/2027.

The total costs, including other expenses for Incentive Program 2024/20227 related to remuneration to external advisors, valuation, own work and administration of the program, are estimated to amount to approximately SEK 100,000 during the term of the incentive program.

4. Preparation of the matter

The principles of Incentive Program 2024/2027 have been prepared by the board of directors in consultation with external advisors. The board members also being employed in the Company and who intends to participate in Incentive Program 2024/2027, has not participated in the board of directors’ preparation of the proposal.

5. Outstanding Programs

There are 280,000 outstanding warrants through two share-based incentive programs, of which Incentive Program 2022/2025 A ("2022/2025 A") comprises 70,000 warrants and Incentive Program 2022/2025 B ("2022/2025 B") comprises 210,000 warrants. As a result of the dividend paid by the Company during 2023, the 280,000 warrants entitle to subscription of 378,000 shares to an exercise price of SEK 11.53 per share. The warrants in the incentive programs 2022/2025 A and 2022/2025 B can be exercised for subscription of shares during the period 9 July 2025 up to and including 9 October 2025.

Provided that the general meeting resolves in accordance with the board of directors' proposal under this item 6 on the agenda, the 1,600,000 warrants issued under the incentive program resolved at the annual general meeting on 17 May 2024 will not be allotted to the participants and thus cannot be exercised for subscription of shares.

Total dilution for Incentive Program 2022/2025 A and 2022/2025 B at full exercise amounts to approximately 1.0 per cent. The calculations are based on the maximum number of shares and votes which may be issued, divided by the total number of shares and votes after such issues, based on the total number of outstanding shares and votes per the date of this proposal.

6. Majority requirements

Valid resolution requires the support of shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the general meeting.

Item 7. Resolution on changes to the articles of association

The board of directors proposes that the meeting resolves to change §9 as set forth below.

The chairperson of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.

A valid resolution in accordance with this proposal requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.

Number of shares and votes in the Company

The total number of shares and votes in the Company at the time of issuance of this notice is 36,435,405. The Company is not holding any own shares.

Shareholders' right to request information

Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, the board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without significant harm to the Company, provide information at the general meeting on circumstances that may affect the assessment of a matter on the agenda.

Other matters

The complete proposals for resolutions are set out in the notice, which together with the the documents as referred to in Chapter 14, Section 8 of the Swedish Companies Act, is also available at the Company's office at Brunnsgatan 11 in Stockholm and will be sent free of charge to shareholders who request it and state their postal address.

For information on how your personal data is processed in connection with the general meeting, see the privacy policy on Euroclear Sweden AB's website, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

______________

Stockholm in June 2024

BrightBid Group AB (publ)

The Board of Directors

The information was submitted for publication, through the agency of the contact person set out below, at 21:00 CEST on 19 June 2024.

For more information:

Gustav Westman
CEO Speqta AB (publ)
gustav.westman@speqta.com
+46 73 400 50 27

About Speqta

Speqta is an adtech company that offers traffic-generating services using data and AI. Today Speqta has two products; the SaaS service Bidbrain and the SaaS service BrightBid. Speqta is listed on Nasdaq First North Premier Growth Market in Stockholm under the name "speqt". Redeye AB is the company's Certified Adviser.