Letter to WIN Shareholders Regarding the Share Price in the Potential Capital Increase

Dear Shareholders,

We are pleased to inform you that the Board of Directors of WIN has approved a price of 1.25 BGN per share for the upcoming potential capital increase of the company through the BEAM market of the Bulgarian Stock Exchange (currently in the process of application and regulatory approval).

The purpose of the increase is to prevent the dilution of WIN's stake in the best companies from our portfolio and to participate in their immediate investment rounds, as well as to acquire shares from the new selection of Founders Games 2025. This selection was already announced in Davos during the World Economic Forum, and WIN has the right to invest in it thanks to Webit. Approximately, the share allocated for investments in existing companies is 55%-65%, while for new companies, it is 35%-45%. This allocation further optimizes risk.

According to the decision, each current WIN share will entitle its holder to purchase 2.1 new shares from the capital increase.

As of the date of publication of this decision, the last transaction price of WIN shares was 1.35 BGN. Over the past year, the company's shares have appreciated by 80%, and the market capitalization has reached nearly 8 million BGN, with over 20% statistical liquidity. It is important to note that a significant portion of the largest and smaller shareholders have not only refrained from selling but have also increased their holdings. This means that the actual number of shares available for trading is significantly lower—about 30-40%—which makes the real liquidity (of actually traded shares) over 50-60%.

The Board of Directors has decided on a lower price (10 stotinki below the market price) as a special gesture to all our current shareholders—both those who believed in WIN from the very beginning and those who joined later. This price allows existing shareholders to maintain their stake in the company at a value relatively close to the IPO price.

We remind you that at the time of the IPO, WIN had no companies in its portfolio, whereas today, we have six leading global companies. Their consolidated revenue growth has exceeded 3.3 times over the past 24 months. This represents more than a tenfold difference between the growth of the portfolio and the growth of WIN's share price compared to the IPO price, which could present a potential opportunity for our shareholders and investors. For this reason, the Board of Directors is providing this opportunity for current shareholders to exercise their rights to subscribe for new shares.

In 2022, WIN’s IPO was oversubscribed by 2.43 times, meaning that all shareholders received 2.43 times fewer shares than they had desired and requested. The current capital increase is an excellent opportunity for existing shareholders to supplement their holdings and acquire the initially desired number of shares. The difference between the portfolio's revenue growth (230% over 24 months) and the price proposed by the Board of Directors for the capital increase (19% above the IPO price) is significant—over 12 times.

The capital increase will take place exclusively through rights granted to current shareholders. They may choose one of the following options:

1. To exercise their rights and purchase the full amount of new shares.
2. To use part of their rights and purchase a portion of the full amount of new shares while reducing their stake in WIN by selling the remaining rights to other/new shareholders.
3. To reduce their stake in WIN by selling all of their rights (to investors who want to increase their share in the company or to new investors looking to join WIN, for which there is already significant declared interest).

Further details on the specific steps for exercising the rights will be provided soon.

We thank you for your trust and support for WIN! We are confident that together we will continue to create value and develop the company for the benefit of all shareholders.

If you wish to express your interest in participating in WIN’s capital increase, please register here, and a representative from Karoll will contact you to assist with the process.

Investment Interest Registration

Sincerely, 

Plamen Russev

Webit Management, Executive Member of the Board of Directors of

Webit Investment Network (BSE: WIN)

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