Frequently Asked Questions

FAQ

What is a rights issue?

A rights issue is a way for a company to raise new capital by giving its existing shareholders the opportunity to invest more in the company. Shareholders are offered the right to subscribe for new shares in proportion to their current ownership, usually at a price lower than the market price. This allows shareholders to maintain their ownership percentage if they choose to participate.
What does dilution mean in connection with a rights issue?

Dilution in connection with a rights issue means that the total number of shares in the company increases, which results in each existing share representing a smaller ownership interest in the company than before.

If a shareholder chooses not to exercise their subscription rights to subscribe for new shares, the shareholder’s proportional ownership of both voting rights and capital in the company will therefore decrease.
What is a directed share issue?

A directed share issue means that a company issues new shares to a specific group of investors or to a strategic partner, rather than offering them to all existing shareholders. This type of issue is typically used to raise capital quickly or to strengthen the company by adding a long-term or strategic investor.
When and how was TPS founded?

Tree Partner Solutions AB was founded in 2023 after acquiring forest assets in Kenya and Uganda. These assets had been financed through crowdfunding over a period of 17 years.

The acquisition was carried out through a share issue in kind, meaning that the previous owners of the assets became shareholders in Tree Partner Solutions AB.

The process included an extensive review lasting two years. This review evaluated forest plantations in East Africa and was conducted with support from BDO, an audit firm operating in East Africa, and Africa Legal Network. The purpose was to ensure a smooth and legally secure transfer of the assets to the Swedish company.

For the valuation of the forest assets, Dutch Green, a Dutch environmental consultancy, was engaged.
Why was TPS created?

TPS was created to enable forestry investments within planetary boundaries, to ensure legal ownership of forest assets for investors, and to contribute to long-term profitability while also supporting a positive impact on people and nature.

What is meant by planetary boundaries?

Investments in forestry within planetary boundaries mean supporting forestry that is environmentally sustainable and respects the Earth’s ecological limits. This includes practices that promote biodiversity, capture carbon to combat climate change, use forest resources to ensure long-term forest health, and support the welfare of local communities.

The aim is to achieve both financial returns and positive environmental and social impact.
What does TPS do?
How is TPS financed?
When does TPS plan to be listed on the stock exchange?
How many shares are there in TPS?

The use of SPVs positions TPS as an ’impact company’, meaning that it uses capital from the financial market to promote sustainable reforestation rapidly. This strategy is in demand globally by investors and institutions and contributes to climate action and sustainable development in line with recommendations from the IPCC and FAO. The benefits of the strategy include:

1. early dividends: by selling standing timber, TPS can generate profits earlier, enabling dividends to be paid to shareholders before the forest is ready for harvesting.

2. reinvestment in new plantings: Proceeds from the sale are used to finance additional tree planting, benefiting both the environment and shareholders.

3. increased potential: Selling trees by the root allows for more sales opportunities during a tree’s growth cycle, which can lead to TPS doubling its tree planting at each sale.

4. Continuous income: Selling trees as securities generates regular income, providing risk sharing and returns for TPS and its primary asset managers.
When does TPS plan to go public?
How many shareholders does TPS have?
How many shares are there in TPS?
How is the net asset value of the TPS calculated?
The Company presents an estimate of the potential value of its underlying assets. This figure should not be regarded as a guarantee that the Company’s shares will be valued at this level.

Instead, it represents the theoretical value of the asset base, assuming the Company can maintain the assets and successfully commercialise them through harvesting, further processing, and the sale of finished products.

The valuation is based on the assumption that the Company produces sawn and kiln-dried timber from the standing trees that currently constitute the Company’s assets and biomass.

Estimated net value of biological assets per share
as of 30 June 2026

€4.63 per share (in July 2026 equivalent to approx SEK 51.3 )
Registered shares in Tree Partner Solutions AB: 44,118,665
Additional shares not yet registered: 533,630
Total adjusted potential net value: €202,917,428

Valuation assumptions

The potential value is based on a valuation carried out by Dutch Green in 2022, using an inventory report prepared by BGF in 2021. The valuation has subsequently been adjusted for assumed biological growth in line with Dutch Green’s data, as well as for certain assumed losses based on more recent sample inspections.

The calculation is based on ITTO price indicators, i.e. international reference prices for tropical timber published by the International Tropical Timber Organization, for comparable sawn and kiln-dried timber (for 2025 approximately EUR 496 per m³). Deductions have been made for assumed harvesting and production costs corresponding to 40% of the sales price.

The presented figure therefore represents an estimated net value, assuming that the Company harvests, saws and kiln-dries the timber prior to sale on the open market.
Why do I need to submit information with ID documents and the origin of money to become a TPS shareholder?

All companies and financial institutions must carry out a KYC process (Know Your Customer) to identify their owners or customers. This is a legal requirement intended to prevent financial crime, such as money laundering and terrorist financing.

For TPS, an unlisted company with international shareholders, this is particularly important to comply with banking regulations and avoid problems with financial transactions.
When does TPS expect to pay dividends?
Where can I find information on the world market price of TPS trees?
How old are the TPS forest assets?
What is the value of a fully grown tree?

Approximately three fully grown trees correspond to one cubic metre.

The calculation is based on ITTO price indicators, i.e. international reference prices for tropical timber published by the International Tropical Timber Organization, for comparable sawn and kiln-dried timber (for 2025 approximately EUR 496 per m³). Deductions have been made for assumed harvesting and production costs corresponding to 40% of the sales price.

The presented amount therefore represents an estimated net value, assuming that the Company harvests, saws and kiln-dries the timber prior to sale on the open market.

This implies that one sawn and kiln-dried tree has an estimated post-cost value of approximately EUR 99.

This applies to both Melia azedarach (Giant lira) in Uganda and Melia volkensii (Mukau) planted in Kenya. The difference is that it takes approximately 15 years in Uganda and around 20 years in Kenya to produce a fully grown tree.
Where can shareholders find information about the purchase value of their shares?
Where is the TPS share register, and how can I view my holdings?

TPS’s share register is digital and is administered by NVR, Nordiska Värdepappersregistret, and is available at https://nvr.se

Shareholders can log in to the system themselves. The username is the email address registered with TPS, and shareholders must create their own password.

Below are instructions for logging in:

Step 1: Create an account
If you have not logged in before, you must create an account at NVR.

Step 2: Choose login method
If you are a Swedish citizen, NVR recommends creating your account using BankID. If you are not a Swedish citizen, you should register using your email address. Make sure to use the same email address that is registered with TPS.

Step 3: Log in and view your shares
Once you have created an account, you can access the service. Each time you log in, you must select the custody account option to view your shares.

Is your company registered outside Sweden?

NVR is currently working on a solution that will allow companies registered outside Sweden to access their shareholdings through their website.

In the meantime, companies can request an overview of their shareholdings by emailing

Investor.relations@treepartnersolutions.com
NVR - Create Account - Login for Sole Proprietors / Business Owners
Here are the steps for the first login as a business owner:

For Swedish users with BankID

Go to nvr.se and click “Create account”

Select “Create account with BankID”

Identify yourself with BankID and follow the instructions

Once the account has been created, log in and go to “Custody Account”

Under “Ownership as a private individual”, click “Add company” to add your business entity

For Danish, Norwegian and users from other countries:

Go to nvr.se and select “Create account with email and password”

Enter your email address, first and last name, password, and country

The password must include:

uppercase and lowercase letters

a number

a special character

at least 8 characters

After registration, log in and go to “Custody Account”

Add the company under your private ownership profile

Important:

To view the company’s holdings, the company must have its share register maintained by NVR, and the administrator must have activated the custody account access for shareholders.
What will TPS do with the final timber products?

Mahogany timber from TPS can be used for a wide range of applications, such as furniture, parquet flooring, and construction materials. For more information about the tree species, please visit the TPS tree species page.

The exact end uses of the timber have not yet been determined. However, demand and global market prices for mahogany create many opportunities. End uses will be decided in cooperation with Better Globe Forestry, taking into account industry needs, available sawmills, and processing capacity.
Tax matters

TPS is a Swedish-registered company that complies with Swedish tax regulations. TPS has shareholders in approximately 40 jurisdictions, and therefore TPS must consider each tax situation regarding tax treaties, or their absence, between Sweden and the jurisdictions in which shareholders are resident.

This is normal and applies to all investments in Swedish investment vehicles with international investors. All shareholders must assess their own tax situation based on their jurisdiction, tax base, and any applicable tax treaty between their country of residence and Sweden.
What is meant by the definition of “material breach” in the Shareholder Agreement

The attached document explains the various clauses in the Shareholder Agreement and how they relate to the Articles of Association. The document is available in both English and Swedish.

In simple terms, most of the agreement is relatively standard for an unlisted company, with shareholders, where possible, being given an ambition to move towards some form of stock exchange listing.

TPS has 7,433 shareholders with very different shareholdings. The agreement ensures that individual shareholders cannot oppose decisions made at the general meeting by refusing to sign agreements that may be mandatory for TPS to be listed or to carry out other financial transactions necessary for the company.

The agreement also ensures that TPS can maintain a correct share register, KYC records, and beneficial ownership registers.

In contract law, it is standard practice to include consequences for serious breaches of contract that are sufficiently strict to ensure compliance. This is why the enforcement mechanism exists, allowing TPS M to acquire all shares from a shareholder for a total consideration of SEK 1, provided that the shareholder commits a serious breach of the agreement and refuses to remedy it.

This mechanism is not intended to unfairly acquire shares. It is a standard contractual tool to ensure that agreements are upheld. As an analogy, certain actions are illegal, such as robbery or assault, and legal systems impose penalties to deter such behaviour. Similarly, contractual law uses enforcement mechanisms to prevent breaches of agreement. Forced buyout for SEK 1 is one such mechanism.

Clarification of parts of the Shareholders’ Agreement – open pdf->
Can investors buy and sell their shares through the administrative procedures described on the website?

Yes, some shareholders have bought and sold shares. A link to Buy and Sell is available on the website. Please follow the guide describing the steps you must take as a shareholder to complete a share sale.

As the seller, you are responsible for finding a buyer for your shares. Tree Partner Solutions assists with the administrative aspects of the ownership transfer and is happy to answer questions throughout the process.

Step 1: Find a buyer
You must find a buyer for your shares yourself.

The settlement note/sales note is available on the website under the Investor Relations section:
https://www.treepartnersolutions.com/shares/

Step 2: Sign the agreement
Once you have found a buyer, both parties must sign a share transfer agreement. The agreements are available on the website at the bottom of the following page:
https://www.treepartnersolutions.com/shares/

Please note that the agreement is available in both Swedish and English. Ensure that signatures, date, and place are completed so that the agreement can be accepted.

Step 3: Pay the clearing fee
A clearing fee of SEK 500, including VAT, must be paid to TPS.

Account number: 9660 3791430
IBAN: SE95 9660 0000 0966 0379 1430
BIC / SWIFT: SVEASESS

Step 4: Submit copies
Once the agreement has been signed and the clearing fee has been paid, send a copy of the signed agreement and proof of payment to investor.relations@www.treepartnersolutions.com. You will receive confirmation that your documents have been received.

Step 5: Buyer signs the distributed agreement
The buyer receives an agreement via Scrive. Once the agreement has been signed, the final administrative step in the ownership transfer is completed. Please note that only the buyer receives confirmation that the agreement has been received and that the ownership transfer has been completed.
Why own shares in TPS instead of the returns previously promised to the three certificate holders by Better Globe AS?

The conversion took place because Better Globe could no longer maintain its business model. As a solution, TPS was created to secure the forest resources that still exist in Africa and to provide investors with an opportunity for future returns.

The business model of TPS differs from that of Better Globe. This means that TPS does not provide the same return guarantees as those previously offered.

As a shareholder, potential returns may occur in two ways. Either through the sale of shares or through dividends, provided that the company generates sufficient profits and shareholders decide to distribute capital.

TPS is working to stabilise operations at Better Globe Forestry in Kenya and Uganda while also expanding opportunities to grow the business. In this way, TPS can plant more trees and increase cash flow through harvesting.

Frequently Asked Questions

FAQ

Menu