Notice to attend The Annual General Meeting in Speqta AB (Publ)

The shareholders of Speqta AB (publ), reg.no. 556710-8757 (the ”Company”), are hereby given notice to attend the annual general meeting on Wednesday, 25 May 2022. The board of directors has resolved that the annual general meeting will be held only by postal voting in accordance with temporary legislation. This means that the meeting will be held without the physical presence of shareholders, proxies or third parties and that shareholders will only be able to exercise their voting rights by postal voting in the order prescribed below.

Notification

Shareholders who wish to exercise their voting rights at the meeting shall:

• both be registered in the register of shareholders kept by Euroclear Sweden AB (the Swedish Central Securities Depository) as of the record date on Tuesday, 17 May 2022, and
• have notified their participation at the meeting by way of casting their postal vote in accordance with the instructions under the heading Postal voting below, so that the postal vote is received by the Company no later than on Tuesday, 24 May 2022.

Nominee registered shares

Shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the meeting, register their shares in their own name (so-called voting rights registration) in the register of shareholders kept by Euroclear Sweden AB per the record date on Tuesday, 17 May 2022. Shareholders wishing to register shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting rights registration. Voting rights registrations requested by the shareholder in such time that the registration has been made by the nominee no later than Thursday, 19 May 2022 will be considered in the presentation of the register of shareholders. 

Postal voting

The board of directors of the company has decided, in accordance with Sections 20 and 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, that the meeting shall be held without the physical presence of shareholders, proxies and third parties and that the shareholders instead shall be given the opportunity to exercise their voting rights by postal voting. A postal voting form will be available on the Company’s website www.speqta.com. Completed and signed form for postal voting shall be received by the company no later than on Tuesday, 24 May 2022. The completed and signed form shall be sent to the Company by e-mail to bolagsstamma@speqta.com or by mail to Speqta AB (publ), Att: Årsstämma, Kungsgatan 64, 3tr, SE-111 22 Stockholm, Sweden.

If a shareholder submits its postal vote by proxy, a power of attorney must be attached to the postal voting form. Such power of attorney must be in writing, dated and signed and may not have been issued more than one year prior to the day of the meeting, unless a longer period of validity has been stated in the power of attorney (however a maximum of five years). If the power of attorney is issued by a legal entity, a copy of the certificate of registration or, if such document does not exist, a corresponding document of authority must be attached to the postal voting form. Proxy form will be available on the Company’s website www.speqta.com and at the Company’s office.

Shareholders may not provide the postal vote with any specific instructions or conditions. In such case, the postal vote will be deemed invalid in its entirety. Only one postal voting form per shareholder will be considered. If more than one form is submitted, only the most recently dated form will be considered. If two forms are dated as of the same date, only the form most recently received by the Company will be considered.

Postal votes may be withdrawn by e-mail up to and including Tuesday, 24 May 2022 by sending an e-mail to bolagsstamma@speqta.com.

A resolution on an item will be deferred to a continued general meeting if the general meeting resolves in favor for it, or if shareholders representing at least one-tenth of all shares in the Company make such request. If so, the board of directors shall resolve upon a date and time for such continued general meeting, and such continued meeting may not be held solely by postal voting.

Further instructions and conditions for postal voting are included in the postal voting form.

For further information on the Company’s processing of the personal data that will be provided in the postal voting form, please refer to https://speqta.com/privacy.

Proposed agenda

1. Opening of the general meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to check the minutes
5. Determination of whether the meeting has been duly convened
6. Resolution on approval of the proposed agenda
7. Presentation of the annual report, auditor’s report, consolidated accounts and the consolidated audit report
8. Resolution regarding:

1. approval of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet
2. allocation of the Company’s profit in accordance with the adopted balance sheet, and
3. discharge from liability for the members of the board of directors and the chief executive officer

9. Determination of the number of board members and auditors to be elected by the meeting
10. Determination of remuneration to the board of directors and auditors
11. Election of the board of directors and auditor
12. Resolution on:

1. amendment of the articles of association, and
2. reverse share split

13. Resolution on implementation of Incentive Program 2022/2025 A by a) issue of warrants to the Company and b) approval of transfer of warrants to certain elected board members
14. Resolution on implementation of Incentive Program 2022/2025 B by a) issue of warrants to the Company and b) approval of transfer of warrants to members of the group management, other executives and key employees
15. Resolution regarding authorization for the board of directors to resolve on new issue of shares, warrants and/or convertibles
16. Closing of the meeting

Resolutions proposed by the nomination committee

The nomination committee, which prior to the annual general meeting 2022 comprises of Jari Piiponniemi (appointed by Toni Heikkonen), Mikael Riese Harstad, (chairman and appointed by Andre Lavold), Dario Bezzina (appointed by Henrik Persson Ekdahl) and Fredrik Burvall (chairman of the board of directors) have submitted the following proposals for resolutions in respect of items 2 and 9–11 of the above proposed agenda.

Item 2. Election of the chairman of the meeting

The nomination committee proposes that Advokat Pekka Frölander from Advokatfirman Delphi is elected as chairman of the annual general meeting, or, in his absence, the person designated by the nomination committee.

Item 9. Determination of the number of board members and auditors to be elected by the meeting

The board of directors is currently composed of six (6) ordinary board members without deputies. The nomination committee proposes that the board of directors shall be composed of five (5) ordinary board members without deputies for the period until the end of the next annual general meeting.

The Company currently has one (1) auditor (a registered auditing firm) without deputy auditor. The nomination committee proposes that the Company for the period until the end of the next annual general meeting shall have one (1) auditor without deputy auditor.

Item 10. Determination of remuneration to the board of directors and auditors

The nomination committee proposes that remuneration to the board of directors shall be SEK 850,000 in total (530,000), to be distributed as follows: the chairman of the board of directors is entitled to remuneration of SEK 250,000 (130,000) and other members of the board of directors is entitled to remuneration of SEK 150,000 per member (80,000). Remuneration for work in the audit committee shall be SEK 40,000 to the chairman (35,000) and SEK 30,000 to each of the other members of the committee (25,000). Remuneration for work in the remuneration committee shall be SEK 35,000 to the chairman (30,000) and SEK 25,000 to each of the other members of the committee (20,000).

The nomination committee further proposes that remuneration to the Company’s auditor shall be paid accordance with approved invoice.

Item 11. Election of the board of directors and auditor

The nomination committee proposes that the general meeting, for the period until the end of the next annual general meeting, re-elect the board members Fredrik Burvall, Andre Lavold, Lisa Gunnarsson and Jari Piiponniemi and new election of Errol Koolmeister. Pär Sundberg and Andreas Friis has declined re-election.

The nomination committee propose re-election of Fredrik Burvall as chairman of the board of directors for the period until the end of the next annual general meeting.

A short presentation of proposed board members

Errol Koolmeister

Errol has a long and solid experience in AI and machine learning and has worked as Head of AI Implementation at H&M, Lead Data Scientist at Vodafone and as Data Scientist at Nordea, among others. Today, Errol helps companies to implement AI strategies through the company AI Framework and he is a frequent and highly regarded speaker on AI, Machine Learning and data management. Errol is independent of the Company and its management as well as to major shareholders.

For a presentation of the members proposed for re-election, please refer to the Company’s website www.speqta.com.

The nomination committee further proposes re-election of the registered auditing firm PricewaterhouseCoopers AB as the Company’s auditor for the period until the end of the next annual general meeting. PricewaterhouseCoopers AB has informed that, if PricewaterhouseCoopers AB is re-elected as the auditor, Niklas Renström will continue as auditor-in-charge. The nomination committee’s proposal is in accordance with the recommendation from the audit committee.

Resolutions proposed by the board of directors

Item 3. Preparation and approval of the voting list

The voting list proposed to be approved is the voting list prepared by the Company, based on the register of shareholders and received postal votes. The voting list will also be verified by the person(s) assigned to check the minutes.

Item 4. Election of one or two persons to check the minutes

The board of directors proposes that one person is appointed to check the minutes and that Mikael Riese Harstad, or if he is prevented from participating, the person(s) appointed by the board of directors, is appointed to check the minutes of the meeting. The task to check the minutes also includes the task to verify the voting list and that the received postal votes are correctly presented in the minutes of the general meeting.

Item 8 b). Resolution regarding allocation of the Company’s profit in accordance with the adopted balance sheet

The board of directors proposes that, of the funds at the disposal of SEK 384,290,486 to the annual general meeting, a total of SEK 316,405,080 shall be paid to the shareholders in dividend, and that the remaining SEK 67,885,406 shall be carried forward to new account.

Accordingly, the proposed dividend is SEK 4.80 per share. Monday, 30 May 2022, is proposed as record date for receipt of the dividend. With this record date, the dividend is estimated to be paid through the care of Euroclear Sweden AB on Thursday, 2 June 2022.

Item 12. Resolution on a) amendment of the articles of association and b) reverse share split

The meeting resolutions in accordance with item a)-b) below are conditional upon each other and the meeting resolutions shall accordingly be adopted as one resolution.

1. Resolution on amendment of the articles of association

In order to enable the reverse share split proposed under item b) below and to adapt the share capital limits and number of shares of the articles of association, the board of directors proposes that the meeting resolves to amend §4 (Share capital) and §5 (Number of shares) of the articles of association in accordance with the following.

2. Resolution on reverse share split

The board of directors proposes that the meeting resolves on reverse share split 1:10, whereby 10 shares will be consolidated into one share.

A shareholder who on the record date does not hold a number of shares that is evenly divisible by 10 will receive, from a guarantor (the “Guarantor”), free of charge, such number of shares that the shareholder’s holding become evenly divisible by 10 (so-called rounding up). This means, at the time of the reverse share split, all shareholders will hold shares equivalent to a whole number of new shares and there will be no excess shares (so-called fractions). The Guarantor will further round down its remaining shareholding in the Company to the nearest number that is evenly divisible by 10 in order to complete the reverse share split. The Guarantor will receive a fair market remuneration for the shares that the Guarantor provides with in order to complete the reverse share split.

After completion of the reverse share split, the number of shares in the Company will correspond to a maximum of 6,591,772 which entails a quota value of approximately SEK 5 per share.

The board of directors proposes that the general meeting authorizes the board of directors to determine the record date for the reverse share split. The record date may not occur before the resolution on reverse share split has been registered at the Swedish Companies Registration Office (Sw. Bolagsverket).

The board of directors shall, in connection with determining the record date for the reverse share split, disclose the resolution determining the record date and disclose further information on the procedure for the reverse share split.

The board of directors as well as the CEO are authorized to make minor adjustments in the resolution under item 12 a)–b) that may be required in connection with the registration thereof at the Swedish Companies Registration Office and Euroclear Sweden AB.

For the resolution in accordance with the proposal under item 12 a)–b) to be valid, it is required that the proposal is approved by shareholders holding at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.

Item 14. Resolution on implementation of Incentive Program 2022/2025 B by a) issue of warrants to the Company and b) approval of transfer of warrants to members of the group management, other executives and key employees

It is proposed that the annual general meeting resolves to implement a long-term incentive program (”Incentive Program 2022/2025 B”) for current and future members of the group management, other executives and key employees (the “Participants”). The proposal to implement an incentive program has been presented, since 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 2022/2025 B and resolves to issue warrants in accordance with the following and that the general meeting resolves on approval of transfer of the warrants.

The maximum number of new shares will correspond to not more than 210,000 considering the proposal for resolution on reverse share split under item 12 above, corresponding to a dilution of approximately 3.1 percent, 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.

1. Issue of warrants to the Company

The issue of warrants, which include not more than 210,000 warrants of series 2022/2025 B, considering the proposal for resolution on reverse share split under item 12 above, entails, upon full exercise of the warrants, that the Company’s share capital will increase by not more than SEK 1,050,000.08 (based on the quota value after the reverse share split under item 12 above and that no re-calculation has been made), 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 30 June 2022. 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 9 July 2025 up to and including 9 October 2025, considering the at each time applicable insider legislation.
6. Each warrant entitles the holder to subscribe for one (1) share in the Company to an exercise price of 130 percent of the volume-weighted average of the subscription prices quoted from 20 June 2022 up to and including 1 July 2022 (as quoted on Nasdaq First North Growth Market where the Company’s shares are listed) for shares in the Company (however not lower than the quota value of the share). Day without price quotation shall not be included in the calculation. Potential share premium, if applicable, shall be allocated to the free 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 must be reported to the Swedish Companies Registration Office.
8. In order to fulfil the obligations under Incentive Program 2022/2025 B, the board of directors proposes that the general meeting approves that the Company may dispose of and transfer the warrants to the Participants according to 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.

If the proposal for reverse share split under item 12 above is not implemented, the maximum number of warrants that may be issued shall correspond to 2,100,000 with the corresponding number of additional shares to be issued through exercise of the warrants.

The board of directors as well as the CEO are authorized 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.

2. Approval of transfer of warrants to the Participants

1. The right of acquisition

The right to acquire warrants is accrues to current and future members of the group management, other executives 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. Otherwise, the warrants are freely transferable. 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. 

The Company’s board of directors are not covered by Incentive Program 2022/2025 B.

2. Notification period

Notification of acquisition of warrants shall be made during the period from 4 July 2022 up to and including 8 July 2022. 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 post-sale purchase right etc. with the Company.

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

1. Dilution

Upon full exercise of all warrants under Incentive Program 2022/2025 B up to 210,000 shares (with reservation for any re-calculation and considering the proposal for resolution on reverse share under item 12 above) may be issued, which corresponds to a dilution of approximately 3.1 percent. 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 1,050,000.08 based on the quota value after the reverse share split in accordance with the proposal for resolution under item 12 above.

2. Calculation of the market value

According to a preliminary valuation made by an independent valuation institute for the statement of this proposal, the Warrant Premium per warrant is estimated to SEK 14.70, assuming (i) that the volume-weighted average price paid during the period from and including 20 June 2022 up to and including 1 July 2022 (according to the official price list on Nasdaq First North Growth Market, where the Company’s shares are listed) for shares in the Company will amount to SEK 65, (ii) that the subscription price per share upon exercise for warrants amounts to SEK 84.50, (iii) that the warrants are transferred to the Participants around 4 July 2022, (iv) an assessed future volatility during the term of the warrants corresponding to 43 percent, (v) an assessed risk-free interest during the term of the warrants corresponding to 1 percent and (vi) that no dividend will be paid during the term of the warrants. The Option Premium is calculated considering that the proposal for resolution on reverse share split under item 12 above is implemented but not considering the proposal for dividend under item 8 b).

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 2022/2025 B.

The total costs, including other expenses for Incentive Program 2022/20225 B 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 2022/2025 B have been prepared by the board of directors in consultation with external advisors.

5. Outstanding Programs

The Company currently has four outstanding share-based incentive programs, Incentive Program 2019/2022 C and Incentive Program 2019/2022 D and Incentive Program 2021/2024 A and Incentive Program 2021/2024 B.

Incentive Program 2019/2022 C and Incentive Program 2019/2022 D was resolved at the extraordinary general meeting on 13 August 2019. Incentive Program 2019/2022 C was addressed to certain members of the board of directors and consist of 240,000 warrants and Incentive Program 2019/2022 D was addressed to current and future members of the group management and key employees and consists of 420,000 warrants. The warrants entitle the holder to subscribe for one new share in the Company, with a term of three years. The subscription price upon exercise of the warrants for subscription of shares under the two incentive programs amounts to SEK 11.47.

Incentive Program 2021/2024 A and Incentive Program 2021/2024 B was resolved at the annual general meeting on 18 May 2021. Incentive Program 2021/2024 A was addressed to certain members of the board of directors and consist of 300,000 warrants and Incentive Program 2021/2024 B was addressed to current and future members of the group management, other executives and key employees and consists of 1,150,000 warrants. The warrants entitle the holder to subscribe for one new share in the Company, with a term of three years. The subscription price upon exercise of the warrants for subscription of shares in both incentive programs amounts to SEK 7.94.

Total dilution for Incentive Program 2019/2022 C and Incentive Program 2019/2022 D as well as Incentive Program 2021/2024 A and Incentive Program 2021/2024 B correspond to approximately 3.1 percent. Total dilution for Incentive Program 2022/2025 B, as now proposed, together with the outstanding incentive programs and Incentive Program 2022/2025 A proposed by Major Shareholders in accordance with separate proposal, correspond to approximately 6.9 percent. 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 in accordance with items 14 a) and b) above 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 15. Resolution regarding authorization for the board of directors to resolve on new issue of shares and issue of warrants and/or convertibles

The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions for the period until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve on issue of shares, warrants and/or convertibles for cash payment and/or with provision of non-cash consideration or set-off or otherwise with a condition.

The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to facilitate raising of capital for expansion through corporate acquisitions or acquisitions of business assets, for the Company’s business as well as adjustment of the Company’s capital and/or ownership structure. Issues made with deviation from the shareholders’ preferential rights shall be made on market terms.

For issues carried out by virtue of this authorization, neither the share capital nor the number of shares to be issued, or which may be issued upon exercise of issued warrants and/or convertibles, shall generate a dilution exceeding 10 percent of the share capital and the number of shares based on the share capital and the number of shares in the Company at the time the authorization is exercised for the first time.

The board of directors as well as the CEO are authorized 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.

Valid resolution in accordance with the present proposal requires the support of shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the general meeting.

Resolutions proposed by Major Shareholders

Item 13. Resolution on implementation of Incentive Program 2022/2025 A by a) issue of warrants to the Company and b) approval of transfer of warrants to certain elected board members

It is proposed that the annual general meeting resolves to implement a long-term incentive program (”Incentive Program 2022/2025 A”) for certain board members (the “Board members”). The proposal to implement an incentive program has been presented, since the Major Shareholders consider it essential and in interest of all shareholders to create even greater involvement for the Board members in the Company in regards of the Company’s development.

In the light of the above, shareholders together representing approximately 36.6 percent of the shares and votes in the Company (the “Major Shareholders”) propose that the general meeting resolves to implement Incentive Program 2022/2025 A and resolves to issue warrants in accordance with the following and that the general meeting resolves on approval of transfer of the warrants.

The maximum number of new shares will correspond to not more than 70,000 considering the proposal for resolution on reverse share split under item 12 above, corresponding to a dilution of approximately 1.1 percent, provided that all issued warrants are acquired by the Board members 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.

1. Issue of warrants to the Company

The issue of warrants, which include not more than 70,000 warrants of series 2022/2025 A, considering the proposal for resolution on reverse share split under item 12 above, entails, upon full exercise of the warrants, that the Company’s share capital will increase by not more than SEK 350,000.03 (based on the quota value after the reverse share split and that no re-calculation has been made), 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 Board members according to item B below.
2. The reasons for the deviation from the shareholders’ preferential rights is to implement an incentive program whereby the Board members, 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 a competent and committed board.
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 30 June 2022.
5. Subscription of shares through exercise of the warrants shall be made during the period from 9 July 2025 up to and including 9 October 2025, considering the at each time applicable insider legislation.
6. Each warrant entitles the holder to subscribe for one (1) share in the Company to an exercise price corresponding to 130 percent of the volume-weighted average of the subscription prices quoted from 20 June 2022 up to and including 1 July 2022 (as quoted on Nasdaq First North Growth Market where the Company’s shares are listed) for shares in the Company (however not lower than the quota value of the shares). Day without price quotation shall not be included in the calculation. Potential share premium shall be allocated to the free 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 must be reported to the Swedish Companies Registration Office.
8. In order to fulfil the obligations under Incentive Program 2022/2025 A the Major Shareholders propose that the general meeting approves that the Company may dispose of and transfer the warrants to the Board members 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.

If the proposal for reverse share split under item 12 above is not implemented, the maximum number of warrants that may be issued shall correspond to 700,000 with the corresponding number of additional shares to be issued through exercise of the warrants.

The board of directors as well as the CEO are authorized 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.

2. Approval of transfer of warrants to the Participants

1. The right of acquisition

The right to acquire warrants accrues to certain elected board members and require that the Board members enter into a post-sale purchase right agreement etc. with the Company. Otherwise, the warrants are freely transferable. The following distribution applies for the allotment of warrants for the Board members.

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

The Company’s other board members are not covered by Incentive Program 2022/2025 A.

2. Notification period

Notification of acquisition of warrants shall be made during the period from 4 July 2022 up and until 8 July 2022.

3. Notification and allotment

The individuals entitled to acquire warrants shall apply for acquisition of warrants in lots either 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 Board members.

The allotted warrants shall be paid for in cash in connection with the acquisition of the warrants.

5. Terms and conditions for allotment etc.

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

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

1. Dilution

Upon full exercise of all warrants in Incentive Program 2022/2025 A up to 70,000 shares (with reservation for any re-calculation and considering the proposal for resolution under item 12 above) may be issued, which corresponds to a dilution of approximately 1.1 percent. 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 350,000.03 based on the quota value after the reverse share split in accordance with the proposal for resolution under item 12 above.

Upon full exercise of the warrants under Incentive Program 2022/2025 A under this proposal, and full exercise of all 210,000 warrants under Incentive Program 2022/2025 B for the group management, other executives and key employees proposed by the board of directors under a separate proposal for resolution to the annual general meeting, up to 280,000 shares (with reservation for any re-calculation and considering the proposal for resolution on reverse share split under item 12 above) may be issued, which corresponds to a dilution of approximately 4.1 percent.

The dilution calculations above is based on the maximum number of shares and votes which can be issued divided with the total number of shares and votes after such issue, based on the total number of outstanding shares and votes of the Company as of the date of this proposal.

2. Calculation of the market value

According to a preliminary valuation made by an independent valuation institute for the statement of this proposal, the Warrant Premium per warrant is estimated to SEK 14.70, assuming (i) that the volume-weighted average price paid during the period from and including 20 June 2022 up to and including 1 July 2022 (according to the official price list on Nasdaq First North Growth Market, where the Company’s shares are listed) for a share in the Company will amount to SEK 65, (ii) that the subscription price per share upon exercise for warrants amounts to SEK 84.50, (iii) that the warrants are transferred to the Board members around 4 July 2022, (iv) an assessed future volatility during the term of the warrants corresponding to 43 percent, (v) an assessed risk-free interest during the term of the warrants corresponding to 1 percent and (vi) that no dividend will be paid during the term of the warrants. The Option Premium is calculated considering that the proposal for resolution on reverse share split under item 12 above is implemented but not considering the proposal for dividend under item 8 b) above.

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 2022/2025 A.

The total costs, including other expenses for Incentive Program 2022/20225 A related to fees 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 2022/2025 A have been prepared by the Major Shareholders in consultation with external advisors.

5. Outstanding Programs and dilution

The Company currently has four outstanding share-based incentive programs, Incentive Program 2019/2022 C and Incentive Program 2019/2022 D and Incentive Program 2021/2024 A and Incentive Program 2021/2024 B.

Incentive Program 2019/2022 C and Incentive Program 2019/2022 D was resolved at the extraordinary general meeting on 13 August 2019. Incentive Program 2019/2022 C was addressed to certain members of the board of directors and consist of 240,000 warrants and Incentive Program 2019/2022 D was addressed to current and future members of the group management and key employees and consists of 420,000 warrants. The warrants entitle the holder to subscribe for one new share in the Company, with a term of three years. The subscription price upon exercise of the warrants for subscription of shares in the two incentive programs amounts to SEK 11.47.

Incentive Program 2021/2024 A and Incentive Program 2021/2024 B was resolved at the annual general meeting on 18 May 2021. Incentive Program 2021/2024 A was addressed to certain members of the board of directors and consist of 300,000 warrants and Incentive Program 2021/2024 B was addressed to current and future members of the group management, other executives and key employees and consists of 1,150,000 warrants. The warrants entitle the holder to subscribe for one new share in the Company, with a term of three years. The subscription price upon exercise of the warrants for subscription of shares in both incentive programs amounts to SEK 7.94.

Total dilution for Incentive Program 2019/2022 C and Incentive Program 2019/2022 D as well as Incentive Program 2021/2024 A and Incentive Program 2021/2024 B correspond to approximately 3.1 percent. Total dilution for the Incentive Program 2022/2025 A, as now proposed, together with the outstanding incentive programs and Incentive Program 2022/2025 B proposed by the board of directors in accordance with a separate proposal, correspond to approximately 6.9 percent. 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 of the Company after such issues, based on the total number of outstanding shares and votes as of the date of this proposal.

6. Majority requirements

Valid resolution in accordance with items 13 a) and b) above 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.

Shareholders right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors consider that it can be done without material harm to the Company, at the annual general meeting provide information regarding circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company’s financial situation. Such duty to provide information also include the Company’s relation to another group company, the consolidated financial statements and such circumstances regarding subsidiaries as referred to in the previous sentence. Since the annual general meeting will be conducted without the physical presence of shareholders, proxies and assistants, a shareholder shall request such information in writing by mail to Speqta AB (publ), Att: Årsstämma, Kungsgatan 64, 3tr, SE-111 22 Stockholm, Sweden or by e-mail to bolagsstamma@speqta.com. Such request for information shall be received by the Company no later than on Sunday, 15 May 2022. Requested information will, provided that the Company’s board of directors consider that the information can be provided without material harm to the Company be made available at the Company and at the Company’s website www.speqta.com, no later than Friday, 20 May 2022. The information will also be sent by mail or by e-mail to the shareholders who requested the information and to other shareholders who so requests and who provides their address or e-mail address.

Other
The annual report and the auditor’s report will be made available at latest three weeks prior to the annual general meeting and the board of directors’ and major shareholders’ complete proposals will be made available at latest two weeks prior to the general meeting. The documentation will be available on the Company's website www.speqta.com and at the Company’s office at the address Kungsgatan 64, 3tr, in Stockholm, Sweden. The documentation will also be sent free of charge to the shareholder who so request and who provide their postal address. In addition, the nomination committee's complete proposals for resolutions and reasoned statement and other documents for the annual general meeting are available on the Company's website.

Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.

Stockholm, April 2022
Speqta AB (publ)
The board of directors

For further information:
Fredrik Lindros
CEO Speqta AB (publ)
fredrik.lindros@speqta.com
+46 723 10 66 66

About Speqta
Speqta is an Adtech company that offers traffic generating services in eCommerce using data and AI. The company has two services: The Affiliate network Shopello and the SaaS service Bidbrain, and is listed on Nasdaq First North Premier Growth Market in Stockholm under the ticker "SPEQT". The company's Certified Adviser is Västra Hamnen Corporate Finance AB, telephone number: +46 40 20 02 50, e-mail: ca@vhcorp.se

www.speqta.com