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.
Notice to Extraordinary General Meeting in Wyld Networks AB
Shareholders of Wyld Networks AB are hereby invited to an Extraordinary General Meeting on 4 December 2023 14:00 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 24 November 2023.
Shareholders who intend to participate in the Extraordinary General Meeting are requested to notify the company of their intention to participate in the Extraordinary General Meeting no later than on 28 November 2023 by post to Wyld Networks AB "Extraordinary General Meeting 2023", 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 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, Skeppsbron 13B, SE-211 20 Malmö, or by e-mail to info@wyldnetworks.com, so that it is received no later than 28 November 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 24 November 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 28 November 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 (the "Shareholder") proposes that the board of directors, for the period until the end of the next Annual General Meeting, shall consist of five board members with no deputy board members.
Item 8 – Election of new board member
The Shareholder proposes that David Wendel Thoms 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, Ramesh Kesanupalli, Henrik Hedelius and David Wendel Thoms.
Information regarding David Wendel Thoms, born in 1989
David is currently on paternal leave from his position as the CEO of publicly traded venture capital firm First Venture (a position for which he has given his notice of resignation). He serves on the board of several companies and is frequently hired as a consultant by investment banks and private equity firms. Before assuming his current positions, David held executive positions in scale-up companies such as Daniel Wellington as well as supporting larger organization such as H&M, and smaller companies such as Loop Earplugs, with international expansion and growth. David has also worked as a lawyer at one of the largest law firms in the Nordic region for several years.
David Wendel Thoms has a Master of Laws (LL.M.) from Stockholm University, has studied economics at Lund University and Sustainable Finance & Investments at Harvard University.
David Wendel Thoms has not previously worked for Wyld Networks AB.
David Wendel Thoms is independent in relation to the company and the senior management of the company. David Wendel Thoms is also independent in relation to the company's major shareholders.
David Wendel Thoms 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 remuneration levels decided by the Annual General Meeting 2023, shall be paid to David Wendel Thoms 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 will be 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 November 2023
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 sell innovative wireless technology solutions that enable 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