Notice of Annual General Meeting in Wyld Networks AB

Fri, May 06, 2022 14:45 CET

Shareholders in Wyld Networks AB, reg. no. 559307-1102 (the "Company"), are hereby convened to the Annual General Meeting on 7 June 2022.

Due to the coronavirus and in an effort to reduce the spread, the board of directors has resolved that the Annual General Meeting will be held without the physical presence of shareholders, representatives and third parties, and that the shareholders will only be able to exercise their voting rights through postal voting in accordance with the instructions specified below. Information regarding the resolutions passed by the Annual General Meeting will be published on 7 June 2022 as soon as the results of the postal voting have been finalized.

Attendance at the Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting must:

be recorded in the share register maintained by Euroclear Sweden AB ("Euroclear") on 27 May 2022,
notify their intention to participate by submitting their postal vote in accordance with the instructions under the heading "Postal voting" below in such a manner that the Company has received the postal vote by 3 June 2022 at the latest.

To be entitled to participate in the Annual General Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Annual General Meeting by submitting their postal vote, re-register the shares in their own name so that the shareholders are registered in the share register on the record date on 27 May 2022. This re-registration may be temporary (so-called "voting right registration") and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee no later than 31 May 2022, are considered when preparing the share register. Please note that this procedure may also apply with respect to shares held on a bank's shareholder deposit account and certain investment savings accounts.

Postal voting
The board of directors has decided that the shareholders may exercise their voting rights only by postal voting, pursuant to the Temporary Exemptions to Facilitate the Execution of General Meeting in Companies and Associations Act (2022:121). A special form is to be used for postal voting. The form is available on the Company's website www.wyldnetworks.com. The completed and signed postal voting form may be sent by mail to Wyld Networks AB "Wyld Networks AB Annual General Meeting 2022", c/o Pearson & Partners AB, Norra Vallgatan 72, 211 22 Malmö, or by e-mail to info@wyldnetworks.com. The completed form must reach the Company by 3 June 2022 at the latest.

The conditions and instructions for postal voting are presented on the form. Shareholders are not allowed to include special instructions or conditions in the postal vote. If such instructions or conditions are included in the postal vote, the vote (meaning the postal vote in its entirety) will be null and void.

If shareholders wish to cast their postal vote through a proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the postal voting form. The power of attorney form is available on the Company's website www.wyldnetworks.com. If the shareholder is a legal entity, a registration certification or an equivalent authorization document must be enclosed along with the form.

Proposed agenda

Election of chairman of the meeting
Preparation and approval of the voting list
Approval of the agenda
Election of one or two persons to verify the minutes
Determination whether the meeting has been duly convened
Presentation of the annual report and the audit report as well as the consolidated accounts and the consolidated audit report
Resolutions on:
a) Adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
b) Allocation of the Company's result according to the adopted balance sheet
c) Discharge from liability of the board members and the Chief Executive Officer
Determination of fees to the board of directors and auditor
Election of the board of directors and auditor
Proposal of the board of directors for a resolution regarding (A) implementation of option program 2022/2032 and (B) directed issue of warrants and approval of transfer of warrants to fulfil the Company's commitments under the option program
Proposal regarding authorisation for the board of directors to resolve on new issues

PROPOSALS FOR RESOLUTION

Election of chairman of the meeting (item 1)
The shareholder Tern PLC (the "Shareholder") proposes Emil Hedberg, member of the Swedish Bar Asscociation, from Advokatfirman Schjødt, or the person appointed by the board of directors if he has an impediment to attend, to be appointed as chairman of the meeting.

Preparation and approval of the voting list list (item 2)
For voting list is proposed the voting list prepared by the Company, based on the share register as of 27 May 2022 and the postal votes received, and verified by the certifier.

Election of one or two persons to verify the minutes (item 4)
The board of directors proposes that one certifier and the chairman of the meeting be elected to verify the minutes. The board of directors also proposes that Adam Sirsjö from Advokatfirman Schjødt, or in the event he is unable to participate, the individual appointed by the board of directors, be elected as the certifier. The role of the certifier also includes checking the voting list and ensuring that all postal votes received are correctly recorded in the minutes of the meeting.

Resolution on allocation of the Company's result according to the adopted balance sheet (item 7 b)
The board of directors proposes that the Company's result shall be carried forward.

Determination of fees to the board of directors and auditor (item 8)
The Shareholder proposes that an aggregate annual fee of SEK 850,000 shall be paid to the board members, of which SEK 350,000 to the chairman of the board of directors and SEK 250,000 to each of the other board members elected by the Annual General Meeting. Albert Sisto has informed the Company that he will waive his board fee in the event that he is re-elected as board member.

The Shareholder proposes that fees to the auditor, for a period until the end of the next Annual General Meeting, are to be paid as per approved invoice.

Election of the board of directors, chairman of the board of directors and auditor (item 9)
The Shareholder proposes that the board of directors shall consist of four (4) persons and no deputies. The Shareholder proposes that the number of auditors shall amount to one.

The Shareholder proposes re-election of Mats L. Andersson, Mats R. Andersson, Albert Sisto and Henrik Hedelius as board members until the end of the next Annual General Meeting. The Shareholder proposes re-election of Mats L. Andersson as chairman of the board of directors.

The Shareholder proposes re-election of Mazars AB with the certified auditor Åsa Andersson Eneberg as responsible auditor for a period until the end of the next Annual General Meeting.

Proposal of the board of directors of Wyld Networks AB for a resolution regarding (A) implementation of option program 2022/2032 and (B) directed issue of warrants and approval of transfer of warrants to fulfil the Company's commitments under the option program (item 10)
The board of directors of Wyld Networks AB proposes that the annual general meeting resolves to implement an Option Program for the employees of the Wyld Networks group – Option Program 2022/2032 – as set out below.

Background and reasons
The purpose of Option Program 2022/2032 is to recruit, retain and reward long term commitments of the Company's employees, to ensure that the Company's long term value increase is reflected in the remuneration for the participants of the program, to contribute to the capability to recruit and retain competent co-workers and to otherwise increase shared incentives between the group's employees and the Company's shareholders. Since the board of directors' assessment is that an incentive program shall be offered on a broad scale in order to best promote long term value creation, no predestined and/or measurable criteria are required in order to be eligible to participate in Option Program 2022/2032.

It is the intention of the board of directors to annually propose incentive programs.

To secure the Company's commitments in accordance with Option Program 2022/2032, the board of directors also proposes that the annual general meeting resolves on a directed issue of warrants and on approval of the transfer of warrants in accordance with item B below.

Given the reasons set out above and the main terms and conditions set out below it is the opinion of the board of directors that the proposed Option Program 2022/2032 is reasonable and beneficial for the Company and its shareholders.

(A) Proposal by the board of directors on resolution regarding implementation of Option Program 2022/2032

The board of directors proposes that the annual general meeting resolves to implement Option Program 2022/2032, according to the following main principles:

(a) Option Program 2022/2032 shall include no more than 157,669 stock options.

(b) Each stock option shall entitle the holder to subscribe for one new share in the Company at a subscription price corresponding to 100 per cent of the closing price (rounded off to the closest öre (SEK 0.01)) for the Company's share on Nasdaq First North Growth Market on the trading day prior to the grant of the stock options of series 2022/2032. The exercise price and the number of shares for which each stock option entitles the holder to subscribe may be subject to recalculation pursuant to a bonus issue, share split, new issue with preferential rights and similar measures, whereby conventional terms and conditions for recalculation shall be applied.

(d) Stock options will be distributed in accordance with the following allotment categories (none of which have a minimum guaranteed allotment):

(i) senior management and other key employees: not more than 5 persons and not more than 11,425 stock options per person;
(ii) certain other employees who have been employed by the Wyld Networks group for at least a year without interruption at the time of grant: not more than 9 persons and not more than 9,140 stock options per person; and
(iii) certain other employees who have been employed by the Wyld Networks group for less than a year at the time of grant: not more than 4 persons and not more than 4,570 stock options per person.

(e) Allotted stock options shall be offered free of charge. Such offer shall be made within 10 banking days from the date the resolution on allotment is made. Over-allocation may not occur.

(f) Stock options of series 2022/2032 granted may be exercised by the holder during the period from and including 30 June 2023 up to and including 30 June 2032.

(g) The stock options are subject to vesting. 1/3 of the stock options are vested one year from the grant date, 2/3 of the stock options are vested two years from the grant date and all of the stock options are vested three years from the grant date. The holder shall be entitled to exercise the vested stock options during the period set out above, provided that the holder concerned at this time (a) is still employed by the group and (b) has not received notice of dismissal (Sw. avsked) or termination (Sw. uppsägning) from his or her employment in the group for reasons other than scarcity of work (Sw. arbetsbrist). In the event that the stock option holder ceases employment during the exercise period, the vested stock options may be exercised within a period of 90 days following the date of cessation, whereupon to the extent unexercised the stock options shall lapse, except where the stock option holder's employment ceases as a result of gross misconduct or summary dismissal, in which case the stock options shall lapse on the date of notice of termination.

(h) As the program is directed towards British employees and has been prepared in accordance with special British tax rules, the board of directors deems it appropriate that certain stock options vest and can be exercised earlier than three years from the grant date.

(i) Upon exercise, each stock option will entitle the holder to receive one warrant immediately exercisable for one share against payment of the exercise price.

(j) For participation in Option Program 2022/2032 it is required that such participation is legally possible, and that such participation in the board of directors' opinion is possible at reasonable administrative costs and with reasonable financial resources.

(k) Issued employee stock options do not constitute securities and may not be transferred, pledged or otherwise disposed of by the holder.

(l) In other respects, the board of directors shall establish the general terms for participation in the program.

(B) Directed issue of warrants and approval of transfer of warrants to secure the Company's commitments under option program 2022/2032

To enable the Company's delivery of shares pursuant to Option Program 2022/2032, the board of directors proposes that the annual general meeting resolves on a directed issue of warrants and to approve the transfer of warrants on the following terms:

(a) A maximum of 157,669 warrants shall be issued, entailing an increase in the share capital of a maximum of SEK 13,155.949260 upon full exercise.

(b) Right to subscribe shall, with deviation from the preferential right for existing shareholders, reside in the Company.

(d) The warrants shall be issued free of charge.

(e) Each warrant shall entitle the holder to subscribe for one new share.

(f) Each warrant shall initially entitle the holder to subscribe for one new share in the Company at a subscription price corresponding to 100 per cent of the closing price (rounded off to the closest öre (SEK 0.01)) for the Company's share on Nasdaq First North Growth Market on the trading day prior to the grant of the stock options of series 2022/2032. The subscription price and the number of shares for which each warrant entitles the holder to subscribe may be subject to recalculation pursuant to a bonus issue, share split, new issue with preferential rights and similar measures, whereby conventional terms and conditions for recalculation shall be applied.

(g) Subscription of shares in the Company by virtue of the warrants shall be made during the period from and including 30 June 2023 up to and including 30 June 2032. The share premium shall be transferred to the unrestricted premium reserve.

(h) Shares issued following exercise of warrants during a certain financial year shall entitle to dividend for the first time on the record day for dividend which occurs following registration of the shares with the Swedish Companies Registration Office.

(i) The complete terms and conditions for the warrants are set out in "Terms and conditions for Wyld Networks AB warrants 2022/2032".

The reason for the deviation from the shareholders' preferential right is that the issue forms part of the implementation of Option Program 2022/2032. In view of what is set forth under Background and reasons above, the board of directors is of the opinion that it is of benefit to the Company and its shareholders that the employees of the group are offered to participate in Option Program 2022/2032.

The board of directors further proposes that the annual general meeting resolves to approve that the Company transfers warrants to participants in Option Program 2022/2032.

Finally, the board of directors proposes that the board of directors, or anyone appointed by the board of directors, should be authorised to make such minor adjustments to the above proposal that may be necessary in connection with the registration procedures with the Swedish Companies Registration Office, and possible registration of the warrants with Euroclear.

Costs
Whilst the Company remains a qualifying company for the purposes of Schedule 5 of the UK Income Tax (Earnings and Pensions) Act 2003 in relation to grant of Enterprise Management Incentive Share Options, no income tax or social security contributions will arise in connection with the stock options, provided the exercise price is not less than the fair market value of a share at the grant date and no disqualifying events arise during the period in which the stock option remains capable of exercise. The program requires the holder to indemnify the Company in the event that any such tax or social security liabilities arise (including those of the employer).

The Option Program 2022/20232 will incur costs for the Wyld Networks group in reference to personnel costs from an accounting perspective. Based on the assumption of a share price at the time of allocation of the stock options of SEK 13.63, that 100 per cent of the stock options will be exercised meaning that 157,669 stock options will vest, the personnel cost from an accounting perspective for the Option Program 2022/2032 is estimated to amount to a total of approximately SEK 0.6 million recognized during the period 2022-2032. Personnel costs do not affect the Company's cash flow. The stock options do not have a market value since they are not transferable. However, the board of directors has calculated a theoretical value of the stock options using the Black & Scholes valuation model. The calculations have been based on the term of the stock options, the subscription price, an assumed share price of SEK 13.63 per share at the time of allocation of the stock options, a risk-free interest rate of 1.536 per cent, an assumed volatility of 36.2 percent, and an expected dividend of 0.0 per cent. In accordance with this valuation, the value of the stock options in the Stock Option Program 2022/2032 is approximately SEK 3.5 per stock option.

All of the calculations above are preliminary and aim only to present an example of the potential costs that the Option Program 2022/2032 may incur. Actual costs may therefore deviate from what has been stated above.

Dilution and effect on material key ratios
Option Program 2022/2032 comprises the issuance of maximum 157,669 warrants. At full exercise of all issued warrants under Option Program 2022/2032 for subscription of new shares, 157,669 shares will be issued, corresponding to approximately 1.5 per cent of the shares in the Company.

At full subscription and exercise of all the warrants issued with respect to Option Program 2022/2032 it is the board of director's opinion that the effect of Option Program 2022/2032 on the Wyld Networks groups material key ratios is marginal.

Preparation
The proposal for Option Program 2022/2032 has been prepared by the board of directors in consultation with external advisers. The proposal has been unanimously adopted by the board of directors. Except for the officials who prepared the matter pursuant to instructions from the board of directors, no employee that may be included in the program has taken part in the drafting thereof.

Majority requirements
The board of directors' proposal with respect to Option Program 2022/2032 and the board of directors' proposal for a directed issue and transfer of not more than 157,669 warrants is a cohesive proposal, why a resolution in accordance with one of the partial proposals shall be conditional upon a resolution in accordance with the other partial proposal and that Chapter 16 of the Companies Act shall be applied on the cohesive proposal. A valid resolution in accordance with the board of director's proposal requires that it is supported by shareholders representing at least nine tenths of both the number of votes cast and the shares represented at the meeting.

Proposal regarding authorisation for the board of directors to resolve on new issues (item 11)

The Shareholder proposes that the Annual General Meeting resolves to authorise the board of directors to, on one or several occasions until the next Annual General Meeting, with our without deviation from the shareholders' pre-emptive rights, against payment in cash, non-cash consideration or through set-off, resolve on new issues of shares, convertibles or warrants corresponding to 20 percent of the total number of shares in the Company as of the date of the Annual General Meeting 2022.

The reason to authorise the board of directors to have the possibility to resolve on new issues without preferential rights for the shareholders as described above is primarily for the purpose of being able to raise new capital, to increase the Company's flexibility and strengthen the Company's own funds or to be able to carry out acquisitions.

The board of directors or the CEO shall have the right to make the minor adjustments in this resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office.

A valid resolution requires the support of shareholders who represent at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.

Shareholders' right to request information
If a shareholder so requests and the board of directors considers it possible without this resulting in material damage to the company, the board of directors and the CEO must provide information concerning conditions that could influence the assessment of items on the agenda, information concerning conditions that could influence assessments of the financial condition of the Company or subsidiaries as well as the Company's relationship with another Group company. Requests for such information questions are to be submitted to the Company no later than ten days prior to the Annual General Meeting, that is, no later than 28 May 2022, to address Wyld Networks AB "Wyld Networks AB Annual General Meeting 2022", c/o Pearson & Partners AB, Norra Vallgatan 72, 211 22 Malmö, or by e-mail to info@wyldnetworks.com. Such information will be made available on the company's website, www.wyldnetworks.com, and at the Company's office at Wyld Networks AB c/o Pearson & Partners AB, Norra Vallgatan 72, 211 22 Malmö. Information will also be sent to shareholders who requested the information and provided an address.

Documents
Copies of accounting documents and the audit report are available as well as other documents according to the Companies Act and will be available for shareholders at the Company and on the Company's website no later than three weeks before the Annual General Meeting. All of these documents will also, without charge, be sent to shareholders who so request and state their address.

Processing of personal data
For information on how personal data is processed in connection with the Annual General Meeting, see the integrity policy that is available at Euroclear's webpage,
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

_______________________________________

Stockholm in May 2022
Wyld Networks AB
The board of directors

For further information, please contact:
Alastair Williamson, CEO Wyld Networks
E-mail: alastair.williamson@wyldnetworks.com
Tel: +44 7 824 997 689

About Wyld Networks AB
Wyld Networks develop and sells innovative wireless technology solutions that enables affordable connectivity anywhere in the World, addressing the problems for businesses and people regarding the lack of global mobile network coverage. The solutions are mainly targeted to wireless connectivity for the Internet of Things (IoT) and people. Wyld Networks Ltd was formed in Cambridge, UK in 2016 and is a wholly owned subsidiary of Wyld Networks AB. The Wyld Networks share (WYLD) is traded on the Nasdaq First North Growth Market. Certified Adviser is Mangold Fondkommission AB (tel +46 8-5030 1550, email ca@mangold.se). Read more on www.wyldnetworks.com.

Notice of Annual General Meeting in Wyld Networks AB

PROPOSALS FOR RESOLUTION

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