As part of the loan terms, the board of directors in WPTG, with the support of an authorization from the annual general meeting 2025, has decided to carry out a directed issue of in total 1,000,000 warrants to the Lender without consideration and with an exercise price of SEK 26.47. An additional 522,091 warrants will be issued after the AGM in June.

WPTG is currently executing its strategy to accelerate investments with particular focus on Sweden and the Nordic region to balance its global footprint. This strategy includes both strategic acquisitions in high-tech, innovative businesses and organic growth by scaling its local workforce through new hires and investing in existing teams as well as leveraging global hubs by integrating outsourcing capacity from its lower-cost hubs.

Loan terms and structure

In order primarily to finance future growth and acquisitions, WPTG has agreed with Fenja Capital on a loan in the maximum amount of SEK 50m with a maturity date of May 31, 2027. Half of the loan capacity will immediately be paid to WPTG. In conjunction with this, WPTG will repay a current loan from another lender in the amount of SEK 5m and pay the “Arrangement Fee” to Fenja of SEK 2m.

The board of directors considers that the terms of the loan are market-based and advantageous for the company and its shareholders for the purpose of further growth and in line with the company's communicated strategy.

The second tranche of SEK 25 m under this Agreement can be called upon by WPTG over a maximum of two occasions, up until September 30, 2026.

The drawn amount of the loan shall accrue at an annual interest rate of STIBOR 3M, where STIBOR is set at minimum 2 percent (the “Interest Rate Benchmark”) plus an interest margin of 8 percent. The undrawn amount of the loan will accrue Interest equal to the Interest Rate Benchmark plus an interest margin of 2 percent until drawn upon by the company.

WPTG may repay the loan, in whole or in part, at any time prior to the Maturity Date without separate costs.

Reasons for the deviation from shareholders' preferential rights

The reason for the deviation from shareholders' preferential rights is that the directed issue forms part of the loan terms negotiated between WPTG and Fenja Capital. The board of directors considers the loan terms to be in line with market conditions. Through the directed issue, WPTG can more quickly and smoothly secure the capital required to complete future acquisitions, which is a central part of WPTG’s overall growth strategy. Future acquisitions are expected not only to strengthen the company's market position but also to increase its long-term value, which is beneficial to both the company and its shareholders. The private placement to the Lender is therefore a strategic choice to ensure the company's continued growth and development. The deviation from the shareholders' preferential rights is well justified by the company's communicated growth strategy and the fact that the planned acquisition will benefit the company's operations and create value for the shareholders. In light of this, the board of directors considers that this is the best option for the company and its shareholders, as well as for achieving the company's long-term goals.

Issue of warrants, number of shares, share capital and dilution

The subscription period for subscribing for shares based on the warrants runs from the date on which the warrants are registered with the Swedish Companies Registration Office (Bolagsverket) until 5 December 2030. The warrants are subject to customary terms and conditions, including provisions for recalculation if the company carries out a directed issue.

WPTG will carry out a directed issue of in total 1,522,091 warrants to the Lender without consideration of which 1,000,000 warrants will be issued immediately with an exercise price of SEK 26.47 and the remaining 522,091 warrants will be issued after the AGM in June, pending the approval at the AGM. Should the company not issue the full amount of Warrants before July 30, 2026, the lender shall have the right to call for cash compensation at any point up to and including December 5, 2030 to be calculated as the in-the-money value for the warrants.

Upon full exercise of warrants, the number of shares in the company will increase by 1,522,091 from 28,919,738 to 30,441,829 and the share capital will increase by SEK 33,486 from SEK 636,234 to SEK 669,720 resulting in a dilution effect of approximately 5.3 percent.

If all warrants issued to the Lender are exercised, the Company will receive approximately SEK 40.1 million.