0AA7 Truecaller Ab

STOCKHOLM, Dec. 28, 2023 /PRNewswire/ -- Truecaller's board has decided to propose an extraordinary general meeting to replace the incentive program introduced in 2021 (LTIP 2021) with a new program in 2024. The reason is that the previous program has lost its function due to the economic effects that have impacted the company's revenues in 2023. Regarding LTIP 2021, the board has decided to offer employees a repurchase of warrants. The repurchases have no impact on results but a negative cash flow effect estimated at 20 million SEK in the fourth quarter. At the same time, the resolution of provisions regarding stock options within LTIP 2021, where performance conditions have not been met, is expected to have a positive result effect estimated at 10 million SEK in the fourth quarter of 2023.

The Annual General Meeting in 2021 decided on the incentive program LTIP 2021, consisting of warrants for Swedish employees and staff options for non-swedish employees with the opportunity to subscribe for shares in 2023, 2024, and 2025. At the time of the repurchase offer, there were approximately 7.5 million remaining subscription options registered under LTIP 2021. Participants in the program included board members, management, and above all other employees.

The weaker global macroeconomy has led to lower demand for digital advertising since the end of 2022, something that could not be foreseen in 2021. As a result, the revenue growth of at least 20%, which is part of the performance criteria that must be met for the full-year 2023 for the staff options in the program to have a value, will not be achieved.

For Truecaller, operating in a global market, it is crucial to offer its employees attractive incentives to recruit and retain the best individuals in markets with high competition, such as Bangalore and Stockholm, to contribute effectively to increased shareholder value. This applies regardless of the current economic situation. The proposal for the new incentive program will include conditions that better reflect current market conditions, making it a more effective tool to uniformly stimulate incentives to create increased shareholder value.

As a consequence of this, the company has also offered Swedish participants in LTIP 2021 the opportunity to repurchase warrants acquired in 2021. The proposal for the new incentive program to replace LTIP 2021 will have the same structure and conditions for all employees, including staff options for both Swedish and non-Swedish participants. The repurchases of warrants also means that the new incentive program, which will be proposed, will only result in marginal dilution. LTIP 2021 consists of warrants for Swedish participants and staff options for non-Swedish participants with different conditions such as subscription price and performance criteria, which risk leading to different incentives. It is the board's opinion that, given the current market conditions, warrants are not an effective tool for recruiting and retaining qualified employees.

The repurchase of warrants is made at market value according to a valuation obtained from an independent valuation firm and incurs no tax costs or result effects for the company. The repurchases are expected to have a limited negative cash flow effect, preliminarily estimated at approximately 20 million SEK in the fourth quarter of 2023, with a corresponding effect on Truecaller's equity. At the same time, the resolution of provisions regarding staff options within LTIP 2021, where performance conditions have not been met, is expected to have a positive result effect, preliminarily estimated at approximately 10 million SEK in the fourth quarter of 2023.

Repurchases of warrants will result in insider reporting within the next few days for the senior executives who have chosen to accept the repurchase offer.

For more information, please contact:

Andreas Frid, Head of IR & Communication
+46 705 29 08 00
andreas.frid@truecaller.com

About Truecaller:
Truecaller (TRUE B) is the leading global platform for verifying contacts and blocking unwanted communication. We enable safe and relevant conversations between people and make it efficient for businesses to connect with consumers. Fraud and unwanted communication are endemic to digital economies. especially in emerging markets. We are on a mission to build trust in communication. Truecaller is an essential part of everyday communication for more than 368 million active users, with more than a billion downloads since launch and around 50 billion unwanted calls identified and blocked in 2022. Headquartered in Stockholm. since 2009. we are a co-founder led. entrepreneurial company. with a highly experienced management team. Truecaller is listed on Nasdaq Stockholm since 8 October 2021. For more information. please visit corporate.truecaller.com

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SOURCE Truecaller AB