Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Finans |
| Industri | Övriga finansiella tjänster |
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The shareholders of White Pearl Technology Group AB (the “Company”), reg. no. 556939-8752, are hereby invited to attend the Annual General Meeting on Wednesday, 3 June 2026 at 1 p.m. at the Company’s premises at Vasagatan 15–17, Stockholm.
Right to attend and notification
Shareholders who wish to attend the Annual General Meeting must:
– be registered as a shareholder in the share register maintained by Euroclear Sweden AB as of 26 May 2026, and
– notify the Company of their participation no later than 28 May 2026.
Notification may be made in writing to White Pearl Technology Group AB, Box 5216, 102 45 Stockholm, Sweden, or by e-mail to ir@whitepearltech.com. The notification shall include name/company name, personal or corporate identity number, address, telephone number and, where applicable, information about representatives and/or proxies.
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate, temporarily register the shares in their own name in the share register maintained by Euroclear Sweden AB.
Shareholders represented by proxy must issue a written and dated power of attorney. Proxy forms are available on the Company’s website no later than three weeks prior to the meeting.
Proposed agenda
- Election of chairman of the meeting.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and auditor’s report and the consolidated financial statements and auditor’s report for the group.
- Resolutions regarding:
a. Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
b. Allocation of the Company’s results in accordance with the adopted balance sheet.
c. Discharge from liability for the members of the Board of Directors and the CEO. - Determination of the number of Board members and auditors.
- Determination of fees to the Board of Directors and the auditor.
- Election of Board members, Chairman of the Board and auditor.
- Resolution on new Articles of Association
- Resolution on issue of warrants to Fenja Capital II A/S.
- Resolution on authorisation.
- Closing of the meeting.
Proposed resolutions
Item 7(b) – Allocation of the Company’s results
The Board of Directors proposes that the result of the Company be carried forward and that no dividend is paid.
Item 8–10 – Election of Board of Directors and auditor, etc.
It is proposed that the Board of Directors shall consist of six (6) members. Re-election is proposed for all current board members: Arne Nabseth, Jari Koister, Marco Marangoni and Sven Otto Littorin, who is also proposed to be re-elected as Chairman of the Board. In addition, it is proposed to elect two new board members.
Stein Petter Ski is a Nordic business executive and board professional with extensive experience in finance, investment, operations and corporate development. He was born in 1967 and holds a degree in economics from the University of York, England. His career includes senior roles at Enskilda Securities in London, Stockholm and New York, ABG Sundal Collier in Stockholm, SwedCarrier under the Swedish Ministry of Enterprise, as well as Hakon Invest and ICA Gruppen. He has also held listed-company board positions, including Chairman of Motion Display. His experience in capital markets and public-company governance, combined with operational and strategic expertise, is expected to contribute to WPTG’s continued growth, particularly in relation to Nordic acquisitions, governance and integration.
Seema A. Khan is a U.S.-qualified lawyer, strategy leader, entrepreneur and board advisor with more than 25 years of experience across government, investment, technology and public-sector transformation. Her career includes senior roles in the Middle East and the United States, including General Counsel of Tradescape.com during the internet-boom era, and later Senior Advisor and Chief Strategy Officer at the Saudi Arabian General Investment Authority, where she contributed to national investment strategy and market development. She is based in the UAE and brings extensive international experience and strategic perspective to the Board.
Board fees are proposed to amount to SEK 500,000 to the Chairman and SEK 200,000 to each of the other members not employed by the Company.
The Annual General Meeting will resolve on the election of an audit firm, with an authorised public accountant as auditor in charge, for the period until the end of the next Annual General Meeting. The proposal will be presented as soon as possible. Fees to the auditor shall be paid in accordance with approved invoices.
Item 11 - Resolution on new Articles of Association
It is proposed to introduce a new provision authorising the Board of Directors to resolve that general meetings be held digitally. Accordingly, § 2 of the Articles of Association shall be amended and, if approved by the General Meeting, shall read as follows
“Styrelsen ska ha sitt säte i Stockholms kommun. Styrelsen får även besluta om att stämman ska hållas digitalt i enlighet med vad som föreskrivs om enligt 7 kap. 15 § aktiebolagslagen (2005:551).”
Item 12 – Resolution on issue of warrants to Fenja Capital II A/S
The Board of Directors proposes that the Annual General Meeting resolves on a directed issue of warrants on the below terms. The issue of warrants is carried out as part of fulfilling the Company’s contractual obligations under the loan agreement entered into with Fenja Capital. The issue forms an integral part of the financing structure, enabling continued growth, acquisitions and the pursuit of strategic opportunities in line with the Company’s communicated strategy.
The Board of Directors has assessed that the terms of the loan are on market terms and beneficial to the Company and its shareholders, and that the warrant issue, as part of this financing, is in the interest of all shareholders by strengthening the Company’s financial position and enabling value-creating initiatives.
The warrants shall be issued on the following principal terms and conditions:
- Number of warrants
The Company shall issue not more than 522,091 warrants. Each warrant entitles the holder to subscribe for one (1) class B share in the Company. - Increase of share capital
Upon full exercise of all warrants, the share capital will increase by not more than SEK 11,486.005121. - Subscription price
The warrants shall be issued free of charge. - Right to subscribe
The right to subscribe for the warrants, with deviation from the shareholders’ preferential rights, shall belong to Fenja Capital II A/S. - Subscription period
Subscription for warrants shall take place no later than 20 June 2026. The Board of Directors shall be entitled to extend the subscription period. - Exercise price and exercise period
Each warrant entitles the holder to subscribe for one (1) new class B share in the Company at an exercise price corresponding to the volume-weighted average price of the Company’s share during the five (5) trading days preceding the annual general meeting. The exercise period runs from registration with the Swedish Companies Registration Office up to and including 5 December 2030. - Payment
No payment is required as the warrants are issued free of charge. - Right to dividends
Shares subscribed for through exercise of the warrants carry the right to dividends for the financial year in which the shares are registered. - Terms and conditions
The full terms and conditions of the warrants and other documentation are available at the Company. - Authorisation
The Board of Directors is authorised to make minor adjustments required for registration of the resolution.
The general meeting is proposed to resolve on an issue of warrants as part of fulfilling the Company’s contractual obligations under the loan agreement entered into with Fenja Capital on 12 December 2025. The issue supports the Company’s financing structure and strengthens its ability to pursue growth initiatives, including acquisitions and other strategic opportunities.
The Board of Directors has assessed that the terms of the loan are on market terms and beneficial to the Company and its shareholders, and that the warrant issue, as part of this financing, is in the interest of all shareholders by strengthening the Company’s financial position and enabling value-creating initiatives.
Item 13 – Resolution on authorisation
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to, on one or several occasions until the next Annual General Meeting, resolve on issuance of class B shares, warrants and/or convertibles entitling to subscription of class B shares, with or without deviation from the shareholders’ preferential rights, against cash payment, contribution in kind or set-off. The total number of class B shares that may be issued, or added through exercise of warrants or conversion of convertibles, shall not exceed a dilution of forty (40) per cent of the total number of class B shares in the Company at the time of the resolution, i.e. 12,138,583 class B shares. The purpose of the authorization, and the reason for permitting deviation from the shareholders’ pre-emption rights, is to enable the Company to raise capital in a swift and cost-efficient manner, carry out acquisitions or otherwise pursue strategic opportunities. The value added to the Company through an issue resolved upon under the authorization shall be on market terms and may include a market-based discount.
Other
For a valid resolution under items 11, 12 and 13, approval by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting is required. All other resolutions require a simple majority. The Company has 30,371,348 shares outstanding, of which 24,889 are class A shares (10 votes per share) and 30,346,459 are class B shares (1 vote per share), corresponding to a total of 30,595,349 votes. The Board of Directors’ proposals for resolution are set out above. The complete proposals, together with the related documents, statements and reports in accordance with the Swedish Companies Act, will be made available on the Company’s website no later than three weeks prior to the annual general meeting and will be sent to shareholders who so request and provide their postal address. Shareholders are informed of their right to request information from the Board of Directors and the CEO at the meeting regarding circumstances that may affect the assessment of a matter on the agenda or the Company’s financial situation, provided that this can be done without material harm to the Company (Chapter 7, Sections 32 and 57 of the Swedish Companies Act).
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Stockholm, May 2026
White Pearl Technology Group AB (publ)
The Board of Directors