Notice of Annual General Meeting in Wyld Networks AB
Shareholders of Wyld Networks AB, reg. no. 559307-1102 (the "Company"), are hereby invited to the Annual General Meeting on 28 June 2024 16:00 CEST at Advokatfirman Schjødt, Hamngatan 27, in Stockholm. Registration for the Annual General Meeting will commence at 15:30 CEST.
Participation in 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 on 19 June 2024.
Shareholders who intend to participate in the Annual General Meeting are requested to notify the Company of their intention to participate in the Annual General Meeting no later than on 24 June 2024 by post to Wyld Networks AB "Annual General Meeting 2024", c/o Pearson & Partners AB, Skeppsbron 13B, SE-211 20 Malmö, or by e-mail to info@wyldnetworks.com. In the notice of participation, shareholders should state their name, personal identification number or corporate registration number, phone number and the number of shares they represent.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued, should the right to vote for the shares be divided among different representatives, the representatives, together with information on the number of shares each representative is entitled to vote for. A proxy form is available on the Company’s webpage, www.wyldnetworks.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Annual General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to Wyld Networks AB "Annual General Meeting 2024", c/o Pearson & Partners AB, Skeppsbron 13B, SE-211 20 Malmö, or by e-mail to info@wyldnetworks.com, so that it is received no later than on 24 June 2024.
Nominee-registered shares
A shareholder whose shares are held with a nominee must, through the nominee, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of 19 June 2024 to be entitled to participate in the Annual General Meeting. Such registration may be temporary (so called voting right registration). A shareholder who wishes to register its shares in its own name must, in accordance with the nominee's procedures, request that the nominee carries out such voting right registration. Voting right registrations completed no later than 24 June 2024 are taken into account when preparing the meeting's register of shareholders
Proposed agenda
- Opening of the meeting
- 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 to amend the articles of association (limits for the share capital and the number of shares)
- Proposal regarding authorisation for the board of directors to resolve on new issues
- Closing of the meeting
PROPOSALS FOR RESOLUTION
Resolution on allocation of the Company’s result according to the adopted balance sheet (item 8 b)
The board of directors proposes that the Company's result is carried forward.
Determination of fees to the board of directors and Auditor (item 9)
The shareholder Tern PLC (the "Shareholder") proposes that an aggregate annual fee of SEK 1,100,000 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.
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 10)
The Shareholder proposes that the board of directors shall consist of four 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, Ramesh Kesanupalli and David Wendel Thoms 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 to amend the articles of association (limits for the share capital and the number of shares) (item 11)
In order to achieve suitable limits for the share capital and the number of shares in the articles of association, the board of directors proposes that the Annual General Meeting resolves to amend § 4 in the articles of association as follows:
Current wording
The share capital shall be not less than SEK 1,112,896 and not more than SEK 4,451,584. The number of shares shall not be less than 13,337,633 and not more than 53,350,532.
Proposed wording
The share capital shall be not less than SEK 1,700,000 and not more than SEK 6,800,000. The number of shares shall not be less than 20,600,000 and not more than 82,400,000.
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.
Proposal regarding authorisation for the board of directors to resolve on new issues (item 12)
The board of directors 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 or 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 and/or warrants.
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.
Documents
Copies of accounting documents and the audit report as well as other documents according to the Swedish Companies Act will be available at the Company and on the Company’s website www.wyldnetworks.com. 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.
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Stockholm in May 2024
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
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 to Wyld Networks is Mangold Fondkommission AB.
Read more on: www.wyldnetworks.com