The plan to use proceeds from the Sales of Talkpool's Pakistani and Saudi business did not work out as the buyer failed to pay USD 3.6 million as agreed. As an alternative to extending the loan further, the issuer is now calling on the creditors of the Bond Loan for a decision-making procedure of the following terms:

1. A cash payment of SEK 7 million that equals slightly more than half of the payment Talkpool AG received from management buyouts in the Netherlands and Tanzania/Kenya
2. The remaining amount of total SEK 20.92 million is converted to shares in Nordic PropTech Investment Services AB (NPTIS) shares at a valuation of SEK 85.8 million. This means that each SEK 50'000 bond is converted into 60 shares. The amount is the sum of the remaining loan plus accumulated interest and waiver fees.

Two options are awarded:

3. Right for Creditors to request the sale of the converted NPTIS shares into cash if Talkpool succeeds in forcing the Pakistan sale before the end of the year 2024.
4. Right for the Issuer to request that the Creditor sell the converted shares in NPTIS to Talkpool if Talkpool succeeds in finding paying investors (in addition to conversions) before August 1, 2023.

If the repayment conditions are approved, the transaction is scheduled for the 16[th] of December 2022. Talkpool AG's share in NPTIS would be reduced from 51.90% to 27.52%. Further dilution (but not below 10%) in Talkpool AG's shareholding in NPTIS is likely as additional debt is converted to NPTIS shares at the same valuation before the end of the year.

This disclosure contains information that TalkPool AG is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 09-11-2022 18:00 CET.