Marco Marangoni – new CEO at DS Plattformen

That the change of CEOs was going to take place, has been announced in an earlier press release from the 21st of December 2020. The transition of leadership is made in order to reflect the new direction of operations that will follow from the acquisition. 

Marco Marangoni has been CEO in White Pearl Technology Group since 2020 and he has more than thirty years in senior management positions in Multinational IT-companies operating in Europe, Americas, Africa and the Middle-East. He holds an Administrative and Commercial Technical Degree from ITC in Milan, Italy. 

Fore more information about the acquisition of White Pearl Holdings Limited see the Bulletin from the Annual General Meeting on April 11, 2023.

DS Plattformen determines record date for reverse share split

Time table for the reverse share split:

Shareholders do not need to take any measures to participate in the reverse split. As a result of the reverse split, the Company´s shares will change ISIN code. As of 16 May 2023, the shares of series B will trade under the new ISIN code SE0020203271 and the shares of series A will have the new ISIN code SE0020203263.

If a shareholder’s holding of shares does not correspond to a full number of new shares, i.e. is not evenly divisible by 15, this shareholder will receive from a guarantor, on behalf of the Company, free of charge, so many shares of series A or series B, that his/her/its holding, after addition of the shares provided by the guarantor, will be evenly divisible by 15, so-called rounding upwards.

After the reverse split, the number of shares in DS Plattformen will amount to 3,006,125 shares, with a quota value of SEK 0.1665 per share.

The information was submitted for publication, through the contact person set out below, at 17.30 CEST 12 May 2023.

Bulletin from the Annual General Meeting on April 11, 2023

DS Plattformen AB (publ) (“DS Plattformen” or the “Company“) announced, through a press release made public on December 21, 2022, that the Company has entered into an agreement to acquire all shares in Whitepearl Holdings Limited conditional upon, inter alia, that the general meeting of shareholders in DS Plattformen approves, with the required majority, the transaction and set-off issue as well as certain related proposals for resolutions (the “Transaction“). Further information about the Transaction and its procedure can be found in the following press release: https://l.cdn.bequoted.com/1/ds-plattformen-ingar-avtal-om-forvarv-av-whitepearl-holdings-100426/Pressmeddelande-DS-Plattformen-ingar-avtal-om-forvarv-av-Whi.pdf.

DS Plattformen held its Annual General Meeting (the “AGM”) in Stockholm on April 11, 2023, whereby resolution have been made regarding, inter alia, the approval of the Transaction. Below are the summaries of the resolutions.

Resolution regarding approval of the acquisition of Whitepearl Holdings Limited

The AGM resolved, in accordance with the Board of Directors’ proposal, to approve the acquisition of Whitepearl Holdings Limited, reg. no. 219746, a limited liability company formed at Jebel Ali Free Zone, Dubai, United Arab Emirates in accordance with the press release made public by the Company on December 21, 2022, and in accordance with the Company Description prepared by the Company due to the application of listing on Nasdaq First North Growth Market that have been available on the Company’s website ahead of the AGM.

Following completion of the Transaction and based on the ownership structure as of today, the two largest owners of Whitepearl Holdings Limited, Webbleton Holdings Ltd and Bendflow Pty Ltd, will each hold approximately 29.45 percent of the share capital and the total number of shares and approximately 29.17 percent of the total number of votes in the Company.

Resolution regarding directed issue of new shares, amendment of the limits of the number of shares stated in the articles of association, and reverse share split

The AGM resolved, in accordance with the Board of Directors’ proposal, on a reverse share split, consolidating 15 shares within each share series into one share. In order to enable the reverse split, the AGM also resolved on a directed issue of new shares and to amend the limits of the number of shares stated in the articles of association.

Directed issue of new shares

In order to achieve the quota value proposed by Board of Directors, the AGM resolved to increase the Company’s share capital with SEK 0.1887 through the issuance of 3 new shares of series A and 14 new shares of series B.

The right to subscribe for the new shares of series A and B shall, with deviation from the shareholders’ pre-emption rights, vest in BGL Management Aktiebolag. The reason for not applying the shareholders’ pre-emption rights is that it is a new issue of shares with a very limited value which sole purpose is to ensure that the total number of shares in the Company within each share series is evenly divisible by 15. The subscription price for each new share is SEK 12.93. The subscription price corresponds to the theoretical value per share, as calculated by the Board of Directors, after the implementation of the various transactions that are proposed to be approved at the AGM.

Amendment of the limits of the number of shares stated in the articles of association

The AGM resolved to amend the limits of the number of shares stated in the articles of association (§5), in accordance with the proposals presented in the notice convening the AGM.

Reverse share split

The AGM resolved to carry out a reverse share split of the Company’s shares (1:15), whereby the number of shares in the Company is reduced by consolidating 15 shares within each share series into one share. The implementation of the reverse share split will result in the total number of shares being reduced from a total of 45,091,875 shares (after registration of the new shares that are issued to BGL Management Aktiebolag) of which 373,335 shares of series A and 44,718,540 shares of series B to a total of 3,006,125 shares, of which 24,889 are shares of series A and 2,981,236 are shares of series B. The share’s quota value through the consolidation will increases from SEK 0.0111 to SEK 0.1665.

The reason for the reverse share split is that the Company wants to achieve an appropriate number of shares for the Company. The resolution is conditional upon a guarantor, prior to the consolidation, contributing shares free of charge to those shareholders whose number of shares is not evenly divisible by 15.

Resolution regarding amendment of the limits of the share capital and the number of shares stated in the articles of association and directed issue of new shares of series B

The AGM resolved, in accordance with the Board of Directors’ proposal, on a directed share issue of not more than 20,117,913 shares of series B. In order to enable the directed issue of shares, the AGM also resolved to amend the limits of the share capital and the number of shares stated in the articles of association.

Amendment of the limits of the share capital and the number of shares stated in the articles of association

The AGM resolved to amend the limits of the share capital (§ 4) and the limits of the number of shares (§5) stated in the articles of association in accordance with the proposals presented in the notice convening the AGM.

Directed issue of shares of series B

The AGM resolved on a directed share issue to shareholders of Whitepearl Holdings Limited in accordance with an agreement with the so-called nominee shareholder in respect of not more than 20,117,913 shares of series B, entailing an increase in the share capital of not more than SEK 3,349,632.5145 (the calculation of the highest share capital increase is based on the quota value that will apply to the shares after registration with the Swedish Companies Registration Office of the resolutions of the reverse split). The reason for not applying the shareholders’ pre-emption rights is to enable the acquisition of Whitepearl Holdings Limited. The subscription price for each new share is SEK 12.93. The basis for the subscription price is the theoretical value of the share, as calculated by the Board of Directors, after the implementation of the various transactions that are proposed to be approved at the AGM and after the execution of the acquisition of Whitepearl Holdings Limited.

Payment can be made by set-off. Subscription shall be made no later than 45 calendar days from the day of the resolution of the AGM.

Resolution regarding amendment of the limits of the share capital stated in the articles of association, and reduction of the share capital without retirement of shares

The AGM resolved, in accordance with the Board of Directors’ proposal, to reduce the share capital with SEK 3,341,423.491 without retirement of shares, whereby, in order to enable the reduction, the AGM also resolved to amend the limits of the share capital stated in the articles of association.

Amendment of the limits of the share capital stated in the articles of association

The AGM resolved to amend the limits of the share capital (§ 4) stated in the articles of association in accordance with the proposals presented in the notice convening the AGM.

Reduction of the share capital without retirement of shares

The AGM resolved on a reduction of the share capital of SEK 3,341,423.491. The reduction shall be carried out without retirement of shares entailing that the shares quota value will change from SEK 0.1665 (after registration with the Swedish Companies Registration Office of the previous resolution on the proposed agenda) to SEK 0.022 per share. The purpose of the decrease is allocation to unrestricted equity. The proposal has been submitted with the aim of adjusting the quota value and reducing the increase in share capital as a result of the various increases in share capital as a result of the issue of new shares.

Resolution regarding adoption of new articles of association

The AGM resolved, in accordance with the Board of Directors’s proposal, to adopt a new articles of association, in order to reflect the changes that will occur in the Company’s operations as a result of the acquisition of Whitepearl Holdings Limited.

The amendment of the articles of association mainly implies, in addition to the amendments regarding the limits of the share capital and the number of shares, the following:

• a change of the Company’s company name to White Pearl Technology Group AB (1 §)
• a change of the object of the Company’s business (3 §),
• a change of the matters to be addressed at Annual General Meetings (9 §)

Resolution regarding adoption of the income statement and the balance sheet

The AGM adopted the income statement and balance sheet and resolved, in accordance with the proposal of the Board of Directors, that no dividend shall be distributed for the fiscal year 2022 and that available funds will be carried forward into new account.

Discharge from liability

The AGM discharged the members of the Board of Directors and the CEO from liability for the financial year 2022.

Election of and determination of fees payable to the Board of Directors and auditor

The AGM resolved that the number of Board members shall be four without deputies. Sven Otto Littorin, Mark Nycander Ali, Anna Weiner Jiffer and Marco Marangoni were elected as new members

of the Board of Directors. Sven Otto Littorin was elected as the chair of the Board of Directors. Johan Kaijser, LR Revision, was re-elected as auditor.

The AGM resolved that remuneration to the Board of Directors for the period until the end of the next annual general meeting are to be paid with SEK 500,000 to the chair of the Board of Directors and with SEK 200,000 to the board member Anna Weiner Jiffer and that no fees shall be paid to the other Board members. The auditor’s fee is paid as incurred in accordance with approved account.  

Resolution regarding authorization for the Board of Directors to increase the share capital through the issue of new shares, warrants and/or convertible debentures

The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, during the period until the next annual general meeting and with or without deviation from the shareholders’ pre-emption rights and on one or more occasions, resolve on the issue of new shares, warrants and/or convertible debentures. Payment shall be made in cash or by non-cash consideration, set-off and may otherwise be subject to conditions.

Resolution to revoke profit distribution resolution of shares in Medicortex Oy

The AGM resolved, in accordance with the Board of Directors’ proposal, to revoke the profit distribution resolution of shares in Medicortex Oy, resolved by an extraordinary general meeting of the Company held on October 14, 2021.

All resolutions were passed by the AGM unanimously.

Notice to annual general meeting

RIGHT TO PARTICIPATE AND NOTIFICATION TO THE COMPANY

Shareholders who wish to participate in the AGM must

• be registered as shareholders in the register of shareholders maintained by Euroclear Sweden AB on Thursday, March 30, 2023, and
• notify the Company of their intention to attend the AGM no later than on Monday, April 3, 2023, in writing to DS Plattformen AB (publ), Kungsgatan 29, 9th floor, 111 56 Stockholm, Sweden, or by e-mail to info@dividendsweden.se.

In the notification the shareholders shall state their name/company name, personal identity number/registration number, address, telephone number during the day, registered holding of shares and, where applicable, information regarding representatives, proxy holders and assistants. The number of assistants may be a maximum of two.

Shareholders may exercise their voting right at the AGM through a proxy holder with a written and dated power of attorney which is signed by the shareholder. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity shall be attached to the notification. The power of attorney cannot be older than one year, however, the power of attorney may be up to five years provided that such longer period of validity is specifically stated in the power of attorney. The power of attorney and any certificate of registration or equivalent must be received by the Company under the abovementioned address well in advance before the AGM. A proxy form will be made available on the Company’s website, www.dsplattformen.se and can also be obtained from the Company on the address set out above.

In order to have the right to participate in the AGM, shareholders who have their shares registered in the name of a nominee must, in addition to notifying the Company of their participation, have the shares re-registered in their own name so that the shareholder is entered into the register of shareholders no later than on March 30, 2023. Such registration (so-called voting rights registration) can be temporarily and the shareholder must request the nominee to effect such voting rights registration well in advance before the AGM. Voting rights registrations made on April 3, 2023 at the latest will be taken into account when preparing the share register.

SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION

Shareholders present at the AGM have the right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (2005:551).

PROPOSED AGENDA

1. Opening of the AGM
2. Election of the chair of the AGM
3. Preparation and approval of the list of shareholders entitled to vote at the AGM
4. Approval of the agenda
5. Election of one or two persons to approve the minutes of the AGM
6. Determination of whether the AGM has been duly convened
7. Presentation of the annual report and the audit report
8. Resolution regarding:
   1. adoption of the income statement and the balance sheet
   2. dispositions in respect of the Company’s profit or loss pursuant to the adopted balance sheet
   3. discharge from liability of the board of directors and the CEO
9. Approval of the acquisition of Whitepearl Holdings Limited
10. Resolution regarding
    1. directed issue of new shares,
    2. amendment of the limits of the number of shares stated in the articles of association, and
    3. reverse share split
11. Resolution regarding
    1. amending the limits of the share capital and the number of shares stated in the articles of association, and
    2. directed issue of new shares of series B to be paid by set-off
12. Resolution regarding
    1. amendment of the limits of the share capital stated in the articles of association, and
    2. reduction of the share capital without retirement of shares
13. Resolution regarding adoption of new articles of association
14. Determination of fees payable to the board of directors and the auditor
15. Determination of the number of members of the board of directors and auditors
16. Election of:
    1. Board of directors
    2. Auditor
17. Resolution regarding authorization for the board of directors to increase the share capital through issuance of new shares, warrants and/or convertible debentures
18. Resolution to revoke profit distribution resolution of shares in Medicortex Oy
19. Closing of the AGM

PROPOSED RESOLUTIONS  

Election of the chair of the AGM (item 2)

The board of directors proposes that Jacob Dalborg, chair of the board of directors, is elected as the chair of the AGM.

Resolution regarding dispositions in respect of the Company’s profit or loss pursuant to the adopted balance sheet (item 8.b)

The board of directors proposes that no dividend shall be distributed for the fiscal year 2022 and that available funds will be carried forward into new account.

Resolution regarding approval of the acquisition of Whitepearl Holdings Limited (item 9)

The board of directors proposes that the AGM resolves to approve the acquisition of Whitepearl Holdings Limited, reg. no. 219746, a limited liability company formed at Jebel Ali Free Zone, Dubai, United Arab Emirates in accordance with the press release made public by the Company on December 21, 2022, and in accordance with the company description (the “Company Description“) prepared by the Company due to the application of listing on Nasdaq First North Growth Market and which will be kept available on the Company’s website ahead of the AGM (the “Transaction“). Information regarding capitalization and indebtedness included in the Company Description that will be presented before the AGM will be updated and made public before the first day of trading on Nasdaq First North Growth Market.

Following completion of the Transaction and based on the ownership structure as of today, the two largest owners of Whitepearl Holdings Limited, Webbleton Holdings Ltd and Bendflow Pty Ltd, will each hold approximately 29.31 percent of the share capital and the total number of shares and approximately 29.03 percent of the total number of votes in the Company. The Transaction is conditional upon that said shareholders, if applicable as a result of ownership changes within Whitepearl Holdings Limited during the time until completion of the Transaction, receives an exemption from the obligation to make a takeover bid from the Swedish Securities Council. Pursuant to a ruling from the Swedish Securities Council on December 17, 2022, each of Webbleton Holdings Ltd and Bendflow Pty Ltd has been granted an exemption up to a holding of approximately 31 percent of the total number of shares and votes in the Company after completion of the Transaction (corresponding to the ownership percentages foreseen based on the ownership structure at such time). On the day of this notice, said shareholders in Whitepearl Holdings Limited do not own any shares in the Company and will not acquire any shares in the Company before the Transaction has been completed, meaning that they will not participate in the resolution of the AGM.  

The resolution of the AGM is valid only if it is supported by shareholders with at least two-thirds (2/3) of both the votes cast and the shares represented at the AGM.

Resolution regarding directed issue of new shares, amendment of the limits of the number of shares stated in the articles of association, and reverse share split (Item 10.a – c)

The board of directors proposes that the AGM resolves on a (a) directed issue of new shares, (b) amendment of the limits of the number of shares stated in the articles of association, and (c) reverse share split (including the newly issued shares according to item (a)) in accordance with what is stated below. The proposals shall be considered as one proposal and therefore be adopted by the AGM as one resolution.

Directed issue of new shares (Item 10.a)

To achieve a number of shares in the Company that is evenly divisible by 15, in order to enable the reverse share split according to item (c) below, it is proposed that the general meeting resolve on a new issue of shares with deviation from the shareholders’ pre-emption rights. The resolution shall be governed by the following terms and conditions.

1. The issue shall entail an increase in the Company’s share capital of SEK 0.0333 through the issuance of 3 new shares of series A, and SEK 0.1554 through the issuance of 14 new shares of series B, each share with a quota value of SEK 0.0111.
2. The right to subscribe for the new shares of series A and B shall, with deviation from the shareholders’ pre-emption rights, vest in BGL Management Aktiebolag, reg. no. 556352-6028. The reason for not applying the shareholders’ pre-emption rights is that it is a new issue of shares with a very limited value which sole purpose is to ensure that the total number of shares in the Company within each share series is evenly divisible by 15.
3. A subscription price of SEK 12.93 shall be paid for each new share. The share premium shall be transferred to the unrestricted premium reserve. The subscription price corresponds to the theoretical value per share, as calculated by the board of directors, after the implementation of the various transactions that are proposed to be approved at the AGM.
4. Subscription shall take place on a subscription list provided by the Company as soon as possible and at the latest three (3) banking days after the resolution of the AGM. Payment for the shares subscribed for shall be made to an account designated by the Company in connection with the resolution regarding allotment and at the latest five (5) banking days after the resolution of the AGM. The board of directors shall be entitled to extend the subscription period and the time for payment.
5. The new shares shall entitle the holder to dividend as from the date of the record date for that dividend that is resolved on closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.
6. The new shares of series A shall be subject to the conversion clause in the articles of association.

Amendment of the limits of the number of shares stated in the articles of association (Item 10.b)

In order to enable the reverse share split proposed in accordance with Item (c) below, it is proposed that the AGM resolves to amend the limits of the number of shares stated in the articles of association (§5) from “no less than  25,000,000 and no more than 100,000,000” to “no less than 3,000,000 and no more than 12,000,000” and that the limits for respective share series shall be amended from “up to 1,100,000 shares of series A and up to 100,000,000 shares of series B” to “up to 132,000 shares of series A and up to 12,000,000 shares of series B”.

Reverse share split (Item 10.c)

In order to achieve an appropriate number of shares for the Company, the board of directors proposes that the AGM resolves on a reverse share split of the Company’s shares (1:15), whereby the number of shares in the Company is reduced by consolidating 15 shares within each share series into one share. The board of directors shall be authorized to determine the record date for the reverse share split (to occur after the resolution has been registered with the Swedish Companies Registration Office) and take the other measures required for the implementation of the reverse share split. If a shareholder’s holding of shares does not correspond to a full number of new shares, i.e. is not evenly divisible by 15, this shareholder will receive from a guarantor (the “Guarantor”), on behalf of the Company, free of charge, so many shares of series A or series B, that his/her/its holding, after addition of the shares provided by the Guarantor, will be evenly divisible by 15, so-called rounding upwards. The resolution is conditional upon the Guarantor, prior to the consolidation, contributing shares free of charge to those shareholders whose number of shares is not evenly divisible by 15. The value of such balancing shares is deemed to be negligible and the cost shall be borne by the Guarantor.

The implementation of the reverse share split will result in the total number of shares being reduced from a total of 45,091,875 shares (after registration of the new shares that are proposed to be issued according to item (a) above) of which 373,335 shares of series A and 44,718,540 shares of series B to a total of 3,006,125 shares, of which 24,889 are shares of series A and 2,981,236 are shares of series B.

The share capital will (after registration of the share issue according to item (a) above) amount to SEK 500,519.8125, as a result of which the share’s quota value through the consolidation will increases from SEK 0.0111 to SEK 0.1665.

The proposed directed issue of new shares according to item (a) above is subject to the provisions in Chapter 16 of the Swedish Companies Act (2005:551), why a valid resolution requires that the proposal is supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the AGM.

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, are authorized to make minor changes in the resolutions under items 10.a – c that may prove necessary in connection with the registration or enforcement of the respective resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Resolution regarding amendment of the limits of the share capital and the number of shares stated in the articles of association and directed issue of new shares to be paid by set-off (Item 11.a – b)

The board of directors proposes that the AGM resolves on a (a) amendment of the limits of the share capital and the number of shares stated in the articles of association, and (b) directed share issue to be paid by set-off in accordance with what is stated below. The proposals shall be considered as one proposal and therefore adopted by the AGM as one resolution.

Amendment of the limits of the share capital and the number of shares stated in the articles of association (Item 11.a)

In order to enable the directed share issue according to Item (b) below the board of directors proposes that the AGM resolves to amend the limits of the share capital in the articles of association (§4) from “not less than SEK 500,000 and not more than SEK 2,000,000” to “not less than SEK 3,500,000 and not more than SEK 14,000,000” and amendment of the number of shares stated in the articles of association (§5) from “no less than 3,000,000 and no more than 12,000,000” (after registration with the Swedish Companies Registration Office of the resolution to amend the limits as proposed under Item 10 (b) above) to “no less than 22,750,000 and no more than 91,000,000” to and that the limits for respective share series shall be amended from “up to 132,000 shares of series A and up to 12,000,000 shares of series B” (after registration of the resolution regarding the amendment of the articles of association as proposed on the item above on the agenda) to “up to 1,001,000 shares of series A and up to 91,000,000 shares of series B”.

Directed issue of shares of series B to be paid by set-off (Item 11.b)

The board of directors proposes that the AGM resolves on a directed share issue in respect of not more than 20,117,913 shares of series B, entailing an increase in the share capital of not more than SEK 3,349,632.5145 (the calculation of the highest share capital increase is based on the quota value that will apply to the shares after registration with the Swedish Companies Registration Office of the previous resolutions in the proposed agenda). The resolution shall otherwise be governed by the following terms and conditions.

1. The right to subscribe for the new shares of series B shall vest in shareholders of Whitepearl Holdings Limited in accordance with an agreement with the so-called nominee shareholder. The reason for not applying the shareholders’ pre-emption rights is to enable the acquisition of Whitepearl Holdings Limited.
2. A subscription price of SEK 12.93 (rounded to two decimals and based on the exchange rate USD/SEK 10.4064 as of December 20, 2022) shall be paid for each share of series B subscribed for. The basis for the subscription price is the theoretical value of the share, as calculated by the board of directors, after the implementation of the various transactions that are proposed to be approved at the AGM and after the execution of the acquisition of Whitepearl Holdings Limited. Payment shall be made by set-off of a claim.
3. The share premium shall be transferred to the unrestricted premium reserve.
4. Subscription for the newly-issued shares shall take place on a separate subscription list within 45 calendar days from the date of the resolution to issue new shares.
5. Payment for the shares of series B shall be made at the time of subscription by signing the subscription list, however, no later than within 60 calendar days from the date of the resolution to issue new shares.
6. The board of directors shall be entitled to extend the subscription period and the time for payment.
7. The new shares of series B entitle the holder to a dividend as from the date of the record date for that dividend that is resolved on closest after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.

The resolution of the AGM according to the board of directors’ proposal under item 11.a – b is only valid if it is supported by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the AGM.

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, are authorized to make minor changes in the resolutions under items 11.a – b that may prove necessary in connection with the registration or enforcement of the respective resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Resolution regarding amendment of the limits of the share capital stated in the articles of association, and reduction of the share capital without retirement of shares (Item 12.a – b)

The board of directors proposes that the AGM resolves on (a) an amendment of the limits of the share capital stated in the articles of association, and (b) a reduction of the share capital without retirement of shares in accordance with what is stated below. The proposals shall be considered as one proposal and therefore adopted by the AGM as one resolution.

Amendment of the limits of the share capital stated in the articles of association (Item 12.a)

In order to enable the reduction of the share capital without retirement of shares in accordance with item (b) below it is proposed that the AGM resolves to amend the limits of the share capital stated in the articles of association (§4) from “not less than SEK 3,500,000 and not more than SEK 14,000,000” (after registration with the Swedish Companies Registration Office of the resolution to amend the limits as proposed above in the agenda) to “not less than SEK 500,500 and not more than SEK 2,002,000”.

Reduction of the share capital without retirement of shares (Item 12.b)

The board of directors proposes that the AGM resolves that the Company’s share capital shall decrease with SEK 3,341,423.491. The reduction shall be carried out without retirement of shares entailing that the shares quota value will change from SEK 0.1665 (after registration with the Swedish Companies Registration Office of the previous resolution on the proposed agenda) to SEK 0.022 per share. The purpose of the decrease is allocation to unrestricted equity. The proposal has been submitted with the aim of adjusting the quota value and reducing the increase in share capital as a result of the various increases in share capital proposed under the previous items on the agenda.

Conditions etc.

The resolution of the AGM according to this Item 12.b is conditional on the AGM resolving in accordance with the board of directors’ proposal set out in Item 11.b above, and a consequent increase in share capital that at least corresponds to the proposed reduction, which has the effect that neither the Company’s restricted equity nor share capital is reduced as a result of the proposed reduction of the share capital.

Purpose and statement according to Chapter 20 Section 13 of the Swedish Companies Act

The board of directors submits the following statement in accordance with Chapter 20 Section 13 of the Swedish Companies Act.

A resolution on the reduction of the share capital according to Item 12.b can be carried out without permission from the Swedish Companies Registration Office because the resolution is conditional upon that the Company simultaneously carries out a directed issue of new shares which will result in that neither the Company’s restricted equity nor its share capital will be reduced. The directed issue of new shares according to item 11.b will increase the Company’s share capital by a maximum of SEK 3,349,632.5145. The reduction will affect the Company’s restricted equity and share capital by reducing the Company’s share capital by SEK 3,341,423.491.

The resolution of the AGM according to the board of directors’ proposal under items 12.a – b is only valid if it is supported by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the AGM.

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, are authorized to make minor changes in the resolutions under items 12.a – b that may prove necessary in connection with the registration or enforcement of the respective resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Resolution regarding adoption of new articles of association (Item 13)

In order to reflect the changes that will take place in the Company’s operations as a result of the proposed acquisition of Whitepearl Holdings Limited, the board of directors proposes further changes to the articles of association, i.e. in addition to the various changes regarding the limits of the share capital and the number of shares proposed above in the agenda, through a decision on the adoption of a new articles of association including changes to the Company name, object of the Company’s business and matters to be addressed at annual general meetings (§§ 1, 3 and 9).

The board of directors proposes that the AGM resolves on the adoption of new articles of association with the following changes (i.e. in addition to the various changes regarding the limits of the share capital and the number of shares proposed above in the agenda).

The resolution of the AGM according to this Item 13 is conditional on the AGM resolving in accordance with the board of directors’ proposals according to the items 9 – 12 on the agenda.

The resolution of the AGM according to the board of directors’ proposal under item 13 is only valid if it is supported by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the AGM.

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, are authorized to make minor changes in the resolutions under item 13 that may prove necessary in connection with the registration or enforcement of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Determination of fees payable to the board of directors and the auditor (item 14)

It is proposed that remuneration to the board of directors for the period until the end of the next annual general meeting are to be paid with SEK 500,000 to the chair of the board of directors and SEK 200,000 to the board member Anna Jiffer. No fee is proposed to be paid to the other board members.

It is proposed that the auditor’s fee is paid as incurred in accordance with approved account for the term of the auditor’s office.

Determination of the number of directors and auditors (item 15)

It is proposed that the board of directors shall consist of four ordinary members without deputies for the period until the end of the next annual general meeting.

The number of auditors is proposed to be one (1) auditor for the period until the end of the next annual general meeting.

Election of a) board of directors and b) auditor (item 16.a – b)

Election of board of directors (item 16.a)

It is proposed to elect Sven Otto Littorin, Mark Nycander Ali, Anna Jiffer and Marco Marangoni as new members of the board of directors for the time until the next annual general meeting. Sven Otto Littorin is proposed to be elected as the chair of the board of directors.

Information regarding the proposed members of the board of directors

Sven Otto Littorin

Born: 1966

Education and work experience: Sven Otto Littorin is an experienced entrepreneur and former minister for employment in Sweden. He has extensive board experience from assignments in both listed and unlisted companies and has currently several assignments as board chairman and board member. Additionally, he has experience from capital acquisitions and company management through his own company as well as from other companies. Sven Otto Littorin has a bachelor’s degree in economics from Lund University.

Ongoing assignments: Chairman of the board of Landskapsbyggen i Sverige AB and Nordic Sustainability for Trade Organization economic associaton (Sw: ekonomisk förening). CEO and board member of Asolega Svenska AB. Board member of Stadsholmen Equity AB.

Previous assignments completed in the last five years: Chairman of the board of Beowulf Mining Plc and Serio Care AB. CEO and board member of Amiculos Management AB, Serio Real Estate Development AB and Serio Government Affairs AB. Board member of Afripods AB (publ), AreaChica AB, Sista versen 73922 and Sista versen 73923. CEO of the branch Gibran Associates Ltd.

Shareholding in the Company as of today: –

Independent in relation to the Company and Company management: Yes.

Independent in relation to the Company’s major shareholders: Yes.

Mark Nycander Ali

Born: 1950

Education and work experience: Mark Nycander Ali has previous experience as a project coordinator in the implementation of turnkey IT solutions and as a financial manager. Mark has an MBA from Stockholm School of Economics.

Ongoing assignments: Board member of the Swedish school in Ethiopia. Founder and CEO of ERP Software Technologies PCL and ERP Technology FZE.

Previous assignments completed in the last five years: –

Shareholding in the Company as of today: –

Independent in relation to the Company and Company management: No.

Independent in relation to the Company’s major shareholders: Yes.

Anna Jiffer

Born: 1971

Education and work experience: Anna Jiffer has experience in leading business development, product development and entrepreneurship in interdisciplinary environments from several different industries. She has a civil engineering degree and a master’s degree in management, innovation, and entrepreneurship from Chalmers University of Technology. Additionally, Anna has undergone the Nasdaq Main Markets training.

Ongoing assignments: Chairman of the board of Polynova Nissen AB, Beans in Cup AB and Beans In Cup Holding AB. Board member of LC-Tec Holding AB, Serendipity AB, Railcare Group AB, Fortinova AB, Fortinova Fastigheter AB (publ) and HållbarTillväxt Sverige AB. Board deputy in LC-Tec Displays AB.

Previous assignments completed in the last five years: Chairman of the board of Real Samhällsfastigheter AB, Real Anderstorp Törås 2:52 AB, Real Sydfastgruppen AB, and Real Fastigheter i Karlskrona AB. CEO and board member of Real Fastigheter AB (publ). Board member of Berotec AB, TidyApp Sweden AB, Real Fastigheter i Torsås AB, Real Nissaholmen Fastigheter AB, Real Holding i Sverige AB, ARP Fastigheter i Landskrona AB, Real Fastigheter i Tranås AB, Real Fastigheter i Håbo AB, Real Nya Bostäder i Skövde AB, and Hejmo Kredit AB.

Shareholding in the Company as of today: –

Independent in relation to the Company and Company management: Yes.

Independent in relation to the Company’s major shareholders: Yes.

Marco Marangoni

Born: 1965

Education and work experience: Marco Marangoni has broad experience in IT through leading positions at several multinational IT companies. He has a degree in administrative and commercial engineering from ITC Milano in Italy.

Ongoing assignments: –

Previous assignments completed in the last five years: CEO of Thinking on Demand Group and head of SAP SA.

Shareholding in the Company as of today: –

Independent in relation to the Company and Company management: No.

Independent in relation to the Company’s major shareholders: Yes.

Election of auditor (item 16.b)

It is proposed that Johan Kaijser, LR Revision, is re-elected as the auditor for the time until the next annual general meeting.

Resolution regarding authorization for the board of directors to increase the share capital through the issue of new shares, warrants and/or convertible debentures (Item 17)

The board of directors proposes that the AGM resolves on an authorization for the board of directors to, during the period until the next annual general meeting and with or without deviation from the shareholders’ pre-emption rights and on one or more occasions, resolve on the issue of new shares, warrants and/or convertible debentures. Payment shall be made in cash or by non-cash consideration, set-off and may otherwise be subject to conditions.

The resolution of the AGM according to the board of directors’ proposal under item 17 is only valid if it is supported by shareholders with at least two thirds (2/3) of both the votes cast and the shares represented at the AGM.

The board of directors, the managing director, or the person appointed by the board of directors or the managing director, are authorized to make minor changes in the resolutions under item 17 that may prove necessary in connection with the registration or enforcement of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Resolution to revoke profit distribution resolution of shares in Medicortex Oy (Item 18)

In the light of the aforementioned Transaction, the board of directors proposes that the AGM resolves to revoke the profit distribution resolution of a maximum of 80,000 shares in Medicortex Oy, resolved by an extraordinary general meeting of the Company held on October 14, 2021. According to the profit distribution resolution, the shareholders of the Company would be entitled to receive 1 share in Medicortex Oy for every 564 shares in the Company (regardless of share class) held on the record date.

If the AGM resolves in accordance with the board of directors’ proposal as stated above in this item, the Company’s holding in Medicortex Oy will instead be transferred at market value to Dividend Sweden AB, reg. no. 559296-1105 in connection with completion of the Transaction.

DOCUMENTS

All documents in accordance with the Swedish Companies Act will no later than on Tuesday, March 21, 2023, be available at the Company’s office at Kungsgatan 29, 9^th floor in Stockholm and on the Company’s website, www.dsplattformen.se. The documents will be sent free of charge to shareholders who request it and who states its address. All of the above documents will also be presented at the AGM.

NUMBER OF SHARES AND VOTES

At the time of issuing the notice to attend the AGM, the Company has in total 45,091,858 shares, of which 373,332 shares of series A with ten votes each and 44,718,526 shares of series B with one vote each, which corresponds to 48,451,846 votes in total. The Company holds no own shares.

PROCESSING OF PERSONAL DATA

For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

__________

Stockholm in March
DS Plattformen AB (publ)
The Board of Directors

This is an unofficial translation of the Swedish document. In case of any discrepancies between the Swedish document and this English translation, the Swedish document shall prevail.                       

DS Plattformen enters agreement regarding acquisition of Whitepearl Holdings Limited (so-called reverse takeover)

The transaction in short

DS Plattformen has today entered into an agreement with the shareholders of Whitepearl that DS Plattformen will acquire all shares in Whitepearl with payment being made in the form of newly issued shares in DS Plattformen that are paid by set-off, so-called reverse takeover.

DS Plattformen has entered an agreement regarding the acquisition of all shares in Whitepearl through a new issue of shares of series B in DS Plattformen against payment through set-off.

It has been agreed that the owners of Whitepearl, after the transaction is completed, shall hold 87% of the total number of shares in DS Plattformen and that the previous owners of DS Plattformen will hold 13% of the total number of shares in DS Plattformen (the “Transaction“).

The Transaction is conditional on a change of listing venue from NGM Nordic SME to Nasdaq First North Growth Market (“Nasdaq First North“) and that an extraordinary general meeting of DS Plattformen approves the Transaction and the set-off issue as well as some other proposed resolutions connected therewith with the required majority. DS Plattformen intends to convene the extraordinary general meeting after Nasdaq First North has approved the company description prepared for the purpose of enabling the planned change of listing venue.  

About Whitepearl

Founded in 2019, Whitepearl is a diversified IT company working with cloud solutions, AI, IoT and mobile solutions. They sell both their own solutions as well as services and products from other suppliers where partnerships exist with SAP, Oracle, Microsoft and NetSuite, among others. The Group currently consists of 32 companies in 30 countries with over 650 employees and consultants and the current focus is on emerging markets, mainly in Africa, the Middle East, Asia and Latin America. The strategy is now to also expand to more developed markets such as Europe and the US and there be able to provide services and products at a low cost through its operations in emerging countries. Whitepearl plans to grow both through organic growth and acquisitions. To implement this, the company has identified Sweden as an optimal country to list itself and to create a base for its continued operations.

Whitepearl had sales in 2021 of approximately USD 17 million with a profit of approximately USD 1.4 million. Whitepearl has experienced strong growth and expects continued good development in terms of both sales and earnings. In connection with the planned Transaction, Whitepearl is valued at approximately SEK 260 million.

To read more about the company, please visit www. whitepearltech.com.

Information regarding the planned change of listing venue

The transaction is conditional on a change of listing venue from NGM Nordic SME to Nasdaq First North as regards the shares of series B in DS Plattformen and, consequently, approvals from Nordic Growth Market NGM AB and Nasdaq Stockholm AB, respectively. DS Plattformen and Whitepearl will immediately initiate the process required to enable receipt such approvals, including the submission of a company description prepared to enable the planned listing on Nasdaq First North. 

About the Transaction

DS Plattformen has entered an agreement regarding the acquisition of all shares in Whitepearl through a new issue of shares of series B in DS Plattformen against payment through set-off. In connection with completion of the Transaction, DS Plattformen shall in all material respects be a shell company except for liquid assets covering its debts.

In connection with the Transaction, the board of directors of DS Plattformen has decided not to carry out ownership distributions in DS Plattformen of Yepzon Oy and Medicortex Oy (the latter resolved at an extraordinary general meeting held on 14 October 2021). The holdings are instead planned to be transferred at market value to Dividend Sweden AB. The resolution to revoke the distribute of shares of Medicortex Oy will be proposed to the extraordinary general meeting that DS Plattformen intends to convene for approval of the Transaction.

Purchase price and transaction structure

At the time of the Transaction, Whitepearl is valued to approximately SEK 260 million. The purchase price shall be paid in full by the issuance of 20,117,913 new shares of series B in DS Plattformen (the “Consideration Shares“) against payment through set-off of the purchase price. The number of Consideration Shares has been agreed in the light of an agreed reverse split of the shares in DS Plattformen in the ratio 1:15 meaning that the number of shares in Whitepearl shall be reduced through a consolidation of every 15 shares to one share in each share class. The subscription price thus amounts to approximately SEK 12.93 for each Consideration Share. The subscription price has been determined based on the theoretical value per share, as determined by the board of directors of DS Plattformen, following completion of the contemplated reverse share split and the Transaction, respectively. The issue of the Consideration Shares will be proposed to be resolved upon at the extraordinary general meeting.

Upon completion of the Transaction, the current shareholders of DS Plattformen will jointly retain a 13% ownership of DS Plattformen whilst the remaining 87% will be held by today’s owners in Whitepearl.  

Exemption from mandatory offer

Two of the largest owners in Whitepearl, Webbleton Holdings Limited and Bendflow Pty Limited (the “Majority Shareholders“) will, through the new issue of the Consideration Shares, achieve an ownership in DS Plattformen corresponding to at least three tenths of the votes of the total number of shares in DS Plattformen following completion of the Transaction. According to the takeover rules for certain trading platforms, the majority shareholders would be obliged to make a public takeover offer for all shares in DS Plattformen (so-called mandatory offer obligation) as a result of the Transaction. The majority shareholders have therefore applied for and on 17 December 2022 received an exemption from the Swedish Securities Council regarding the mandatory offer obligation, the Swedish Securities Council’s statement 2022:54.

Extraordinary general meeting and planned changes to the board of directors and management

The Transaction is conditional on approval from the general meeting. The board of directors of DS Plattformen intends to convene an extraordinary general meeting after Nasdaq First North has approved the company description prepared for the purpose of enabling the planned change of listing venue. The general meeting will be proposed to resolve on an approval of the Transaction, a reverse share split (1:15), a new issue of the Consideration Shares, changes to the articles of association, change of board members (Sven Otto Littorin will be proposed as new chairman of the board of directors) and other matters as a result of the Transaction.   

Following completion of the Transaction, the management of DS Plattformen will be replaced and Marco Marangoni, the current CEO of Whitepearl, will be proposed as the new CEO. 

Comments

DS Plattformen  

“ We are very happy that we have signed an agreement with Whitepearl. We have had discussions over a long period to get all the pieces to fall into place. We think it is a very exciting company with a very big opportunity to grow strongly in the future and challenge the big IT companies as the whole world is their market and we look forward to being part of their journey forward together with our shareholders.”, says Bo Lindén, CEO of DS Plattformen.

Whitepearl

“With an increased focus on growth & profitability, the listing on Nasdaq First North in Sweden provides the company access to unrivalled markets as well as a home base in a country that is seen as amongst the leading ICT listed environments globally. With the network, subsidiaries & presence in Sweden, White Pearl Holdings will be able to further unlock the potential inherent in the business model but will also grow more market share across European markets.

The reverse listing with DS Plattformen will be mutually beneficial to both companies from a strategic & financial perspective. With their large base of around 7000 shareholders, their diversity and valuable experience in Swedish Capital Markets, the leadership of DS Plattformen will, as shareholders of the new entity, add significant mass and know how central to the continued success of White Pearl in a sustainable manner.

The combination of the two entities and their various assets ensures an exciting new venture to be listed in Swedish markets and a great potential of value add to the Nordic ICT arena.”, says Marco Marangoni, CEO of Whitepearl.

This is information that DS Plattformen AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the contact person set out below, on the 21^st of December 2022, at 22:40 CEST.