Notice to Extraordinary General Meeting in Wyld Networks AB
N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.
Shareholders of Wyld Networks AB are hereby invited to an Extraordinary General Meeting on 20 February 2023 10:30 CET at Advokatfirman Schjødt, Hamngatan 27, in Stockholm.
Right to participate
Shareholders who wish to participate in the meeting must be recorded in the share register maintained by Euroclear Sweden AB on 10 February 2023.
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 general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to Wyld Networks AB "Extraordinary General Meeting 2023", c/o Pearson & Partners AB, Norra Vallgatan 72, SE-211 22 Malmö, or by e-mail to info@wyldnetworks.com, so that it is received no later than 14 February 2023.
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 10 February 2023 to be entitled to participate in the Extraordinary 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 14 February 2023 are taken into account when preparing the meeting's register of shareholders.
Proposed agenda
Proposed agenda at the Extraordinary General Meeting.
1) Opening of the meeting
2) Election of the chairman of the meeting
3) Preparation and approval of the voting list
4) Approval of the agenda
5) Election of one or two persons to verify the minutes
6) Determination of whether the meeting has been duly convened
7) Determination of the number of board members and deputy board members
8) Election of new board member
9) Determination of board remuneration
10) Closing of the meeting
Proposed resolutions:
Item 7 – Determination of the number of board members and deputy board members
The shareholder Tern Plc, representing 41.2 percent of the shares in the company (the "Shareholder"), proposes that the board of directors, for the period until the end of the next annual general meeting, shall consist of four board members with no deputy board members.
Item 8 – Election of new board member
Having served as a board member of the company for over four years, Albert Sisto has informed Wyld Networks AB that he wishes to retire as a board member. Therefore, the Shareholder proposes that Ramesh Kesanupalli is elected as new board member for the period until the end of the next annual general meeting. If the Extraordinary General Meeting resolves in accordance with the proposal, the board of directors will consist of Mats L Andersson (chairman), Mats R Andersson, Henrik Hedelius and Ramesh Kesanupalli.
Information regarding Ramesh Kesanupalli, born on 1 August 1965
Ramesh Kesanupalli is the Founder and CEO of Digital Trust Networks based in Santa Clara, California. He also founded Accountable Digital Identity Association standardizing Global Digital Identity Framework as an open standard. Ramesh also founded Fido Alliance, a global standard for passwordless authentication in the digital world. Ramesh was also the founder of Nok Nok Labs, which is the market leader for Fido authentication servers. Ramesh previously held the position of CTO of Validity Sensors, which was acquired by Synaptics. Earlier in his career, Ramesh also ran engineeringmarketing and business development for Phoenix Technologies. He also cofounded a video streaming company, Network24 communications, which was acquired by Akamai. Ramesh also founded and ran the carrier middle software company Kinera/Telsima for nine years. Ramesh sits on the boards of Device Authority, GotrustID, ADI Association and Digital Trust Networks.
Ramesh brings vast industry contacts globally, technology expertise in the communication space, vision and market reach.
Ramesh is independent in relation to the company and the senior management of the company. Ramesh is also independent in relation to the company's major shareholders.
Ramesh does not hold any financial instruments in Wyld Networks AB.
Item 9 – Determination of board remuneration
The Shareholder proposes that board remuneration, in accordance with the renumeration levels decided by the annual general meeting 2022, shall be paid to Ramesh Kesanupalli for his work in the board of directors, in proportion to the duration of the assignment.
Shareholders’ right to request information
Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
Use of personal data
For information regarding the processing of your personal data, please refer to the privacy policies of Euroclear, available on their website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents
Documents according to the Swedish Companies Act as well as other relevant documents are available at the company’s office and at the company's website, www.wyldnetworks.com. The documents will also be sent to shareholders who request this and provide their address.
Stockholm in February 2023
Wyld Networks AB
The board of directors
For further information, please contact
Alastair Williamson, CEO Wyld Networks
Tel: +44 7 824 997 689
Email: alastair.williamson@wyldnetworks.com
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