TalkPool AG: Talkpool announces launch of new share option program

The share option scheme is intended to incentivise staff, board members and advisors that are committed to improving Talkpool's operational business. The scheme consists of four sub-program rounds as per the last trading day on or before the following dates:

1. 15[th] of March 2024 until 30[th] of June 2025
2. 15[th] of March 2026 until 30[th] of June 2027
3. 15[th] of March 2028 until 30[th] of June 2029
4. 15[th] of March 2030 until 30[th] of June 2031

Up to 500'000 share options shall be assigned in each share option round, implying that a total of maximum 2 million share options can be assigned within the complete 7½ years' period.

Staff have been primarily selected in relation to gross margin contribution during the past calendar year and secondarily based on expected contribution to future profit margins and thirdly on cost saving measures. Agreements for the first round have been reached with 23 persons, mostly employees, that have been selected to participating in the first round.

Magnus Sparrholm has committed to selling up to 500'000 shares in the first round. A share option purchase price of EUR 0.01 has been determined for the first round that runs until mid-2025. This has been calculated using the Black-Scholes formula with a period of 15.5 months, 4% risk-free interest, 30% volatility, a strike price of EUR 0.75 per share. The share options in the first round will be worthless if the Talkpool share price is below EUR 0.75 by end of June 2025. Black-Scholes resulted in a theoretical value of EUR 0.013 per share option, and this has been rounded to EUR 0.01 to be applied in the first sub-program round. More than half of the share options in the first round have been allocated to staff working in the important German market.

Balmer-Etienne in Switzerland and Noerr in Germany are advising on legal and tax implications. The company is requesting a ruling for Switzerland from the Graubünden authorities, and a Swiss ruling for the whole period until 2031 is expected in the second quarter of 2024. Further information about the share option scheme will be published on Talkpool's website during 24Q2.

There is no issuing of warrants, which is a common procedure in connection to share based incentive programs. Therefore, no dilution is expected for the shareholders.

Assuming that the share option holder exercises the right to purchase the shares, the share option holder may choose to either resell or keep the shares. In case of the share option holder wishing to sell the shares, the company has a first right (but no obligation) to buy the shares after the exercise date to help employees/key staff with liquidity and, hence, avoid that the shares are sold over the market. This is in accordance with the capital market legislation in Switzerland.

Talkpool has only one class of shares and all shares are traded. Due to a mismatch between Swiss regulation and Swedish regulation, a lower number of shares is registered in Euroclear and at Nasdaq. The correct total share amount is 6'778'097.

The execution of each round takes 4-7 months. The target to execute the first round is the 1st of November 2025. The last day for completing the execution of the first round 31st of January 2026.

In addition to incentivising its staff, Talkpool expects the share option scheme to increase profitability and improve cashflow. Further information about the share option program will be published on the company website.