Wyld Networks

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 2 October 2024 14:00 CEST 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 September 2024.

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 26 September 2024 by post to Wyld Networks AB, "Extraordinary 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. 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 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 26 September 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 24 September 2024 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 26 September 2024 are taken into account when preparing the meeting's register of shareholders.

Proposed agenda

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. Resolutions to amend the articles of association and issue units with preferential rights for the company's shareholders
   1. The board of directors’ proposal to amend § 4 of the articles of association
   2. Approval of the board of directors’ resolution regarding issuance of units with preferential rights for the shareholders
8. Resolutions to amend the articles of association and to reduce the share capital
   1. The board of directors’ proposal to amend § 4 of the articles of association
   2. The board of directors’ proposal to reduce the share capital
9. Proposal regarding authorisation for the board of directors to resolve on new issues
10. Closing of the meeting

Proposed resolutions:

Item 7 – Resolutions to amend the articles of association and issue units with preferential rights for the company's shareholders

General information regarding the board of directors' proposals under item 7

To enable the registration of the resolution to issue units under item 7 b) below, the board of directors proposes that the extraordinary general meeting resolves to amend the limits for the share capital and number of shares in the articles of association.

The items 7 a) – b) are one proposal to be approved together in one resolution at the extraordinary general meeting.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.

Item 7 a) – The board of directors' proposal to amend § 4 of the articles of association

§ 4 in the articles of association is proposed to have the following wording.

The share capital shall be not less than SEK 40,000,000 and not more than SEK 160,000,000. The number of shares shall not be less than 480,000,000 and not more than 1,920,000,000.

Item 7 b) – Approval of the board of directors’ resolution regarding issuance of units with preferential rights for the shareholders

The board of directors proposes that the extraordinary general meeting resolves to approve the board of directors' resolution to carry out a new issue of units consisting of shares and warrants of series TO6 with preferential rights for the company's shareholders. Each unit consists of 40 shares and 20 warrants of series TO6. For the resolution, the following conditions shall apply.

1. A maximum of 824,847,320 shares may be issued, entailing an increase in the share capital of no more than SEK 68,825,510.97164. A maximum of 412,423,660 warrants of series TO6 may be issued, entailing an increase in the share capital of no more than SEK 34,412,755.48582 if all warrants are exercised.

2. Those who are registered as shareholders in the share register maintained by Euroclear Sweden AB on the record date 7 October 2024 shall receive one unit right for each share held in the Company. One unit right shall entitle to subscription for one unit.

3. The price for each new share is SEK 0.90, the subscription price per unit thus amounts to SEK 3.60. The amount that exceeds the quota value of the company's shares shall be transferred to the unrestricted premium reserve.

4. The warrants of series TO6 are issued without consideration. The terms and conditions for the warrants are available on the company's website.

5. The record date for participation in the new issue of units with preferential rights shall be 7 October 2024.

6. In the event that not all units are subscribed for with the support of unit rights, the board of directors shall, within the maximum amount of the new issue of units, resolve on the allotment of units to those who have subscribed for units without the support of unit rights in accordance with the following allotment principles:

• Firstly, allotment shall be made to those who have subscribed for units through unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event of oversubscription, in proportion to the number of unit rights each subscriber exercised for subscription and, to the extent this is not possible, by drawing lots.

• Secondly, allotment shall be made to those who have subscribed for units without the support of unit rights, and, in the event that they cannot receive full allotment, in proportion to the number of units each subscriber subscribed for and, to the extent this is not possible, by drawing lots.

• Thirdly and finally, any remaining units shall be allotted to the guarantors who have entered into guarantee commitments in proportion to the size of the guarantee commitment and, to the extent this is not possible, by drawing lots.

7. Subscription of units through unit rights shall take place through simultaneous cash payment during the period from 9 October 2024 to and including 23 October 2024. Subscription of units without the support of unit rights shall take place during the same period on a separate subscription list. Payment for units subscribed for without the support of unit rights must be made in cash no later than the second banking day after the settlement note showing the allotment of units has been sent out.

8. The board of directors shall be entitled to extend the subscription and payment period.

9. The new shares entitle the holder to a dividend for the first time on the record date for the dividend that occurs immediately after the registration of the new shares with the Swedish Companies Registration Office and the subsequent entry of the shares in the company's share register kept by Euroclear Sweden AB.

10. New shares issued as a result of exercise of the warrants of series TO6 entitle the holder to a dividend for the first time on the record date for the dividend that occurs immediately after subscription has been executed.

The CEO or a person appointed by the CEO shall be authorised to make any minor adjustment required to register the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

Item 8 – Resolutions to amend the articles of association and to reduce the share capital

General information regarding the board of directors’ proposal under item 8

To adjust the size of the company's share capital to its operations, the board of directors purposes that the extraordinary general meeting resolves to reduce the share capital in accordance with item 8 b) bellow. To resolve upon the reduction as proposed by the board of directors in item 8 b), the limits for the share capital in the articles of association need to be amended as set out in item 8 a) below.

A resolution in accordance with this item 8 is conditional upon that the meeting also resolves in accordance with item 7. The items 8 a) – b) are one proposal to be approved together in one resolution at the general meeting.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.

Item 8 a) – The board of directors’ proposal to amend § 4 of the articles of association

To enable the reduction of the share capital under item 8 b), the board of directors proposes that the extraordinary general meeting resolves that the share capital limits in § 4 of the articles of association.

The board of directors further proposes that the general meeting authorizes the board of directors to resolve on which of the amendments to the articles of association according to the alternatives below will be executed through registration with the Swedish Companies Registration Office. The board of directors will thus resolve to register the articles of association which is the most appropriate in relation to the board of directors' proposal on a reduction of the share capital in accordance with item 8 b) below and the new issue in accordance with item 7 b) above and the subscription rate in such new issue.

Alternative 1 – The board of directors' proposal to amend § 4 of the articles of association

§ 4 in the articles of association is proposed to have the following wording.

The share capital shall be not less than SEK 2,400,000 and not more than SEK 9,600,000. The number of shares shall not be less than 480,000,000 and not more than 1,920,000,000.

Alternative 2 – The board of directors' proposal to amend § 4 of the articles of association

§ 4 in the articles of association is proposed to have the following wording.

The share capital shall be not less than SEK 5,000,000 and not more than SEK 20,000,000. The number of shares shall not be less than 480,000,000 and not more than 1,920,000,000.

Alternative 3 – The board of directors' proposal to amend § 4 of the articles of association

§ 4 in the articles of association is proposed to have the following wording.

The share capital shall be not less than SEK 14,000,000 and not more than SEK 56,000,000. The number of shares shall not be less than 480,000,000 and not more than 1,920,000,000.

Item 8 b) – The board of directors’ proposal to reduce the share capital

The board of directors proposes that the extraordinary general meeting resolves on a reduction of the company’s share capital by SEK 39,000,000. The reduction shall be made without cancellation of shares. The reduction amount shall be allocated as non-restricted equity. The reduction is made in order to reduce the quota value of the shares.

The board of directors’ statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act

The effect of the board of directors’ proposal is that the company’s share capital is reduced by SEK 39,000,000. The board of directors has also resolved, subject to the subsequent approval by the extraordinary general meeting, upon a right issue, pursuant to item 7 in the notice. The Rights Issue, pursuant to item 7 in the notice, increases the share capital by up to SEK 68,825,510.97164. The Rights Issue has been guaranteed up to approximately 57,7 percent which means that the issue of shares will result in an increase of the share capital by no less than SEK 39,745,398.016871. By carrying out the Rights Issue at the same time as the share capital reduction, the share capital increases by at least the reduction amount. The company may thus execute the reduction without approval from the Swedish Companies Registration Office or public court, since the measures taken together do not result in a decrease in the company’s restricted equity nor share capital.

Item 9 – Proposal regarding authorisation for the board of directors to resolve on new issues

The board of directors proposes that the extraordinary 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 authorisation corresponds to the authorisation resolved upon by the annual general meeting on 28 June 2024. The new authorisation will, after it has been registered with the Swedish Companies Registration Office, replace the previous authorisation from the annual general meeting.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.

Other

In connection with the Rights Issue, Buntel AB ("Buntel") has entered into guarantee undertaking with the company. Buntel will receive a compensation for the guarantee undertaking of 20 percent of the guaranteed amount through newly issued units. The subscription price for units that are issued to the guarantors shall correspond to the subscription price in the Rights Issue, i.e. SEK 3.60 per unit or SEK 0.09 per share, and is intended to be resolved upon by the board of directors based on the issue authorisation, according to item 9 above, in a separate share issue by way of set-off (the "Compensation Issue").

Buntel intends to apply for an exemption from the mandatory bid obligation from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) with regard to subscription of units made in accordance with the above-mentioned guarantee undertaking, the subscription of units in the Compensation Issue, and the exercise of the warrants of series TO6 included in the units subscribed in accordance with the fulfillment of the guarantee undertaking (including warrants in the Compensation Issue). Such exemption will be conditional upon the shareholders being informed prior to the extraordinary general meeting of maximum percentage of the votes and shares that Buntel may obtain as a result of its guarantee undertaking and the exercise of warrants of series TO6, and that the Rights Issue is approved by the extraordinary general meeting with at least two thirds of both the votes cast and the shares represented at the general meeting, disregarding any shares held and represented by Buntel at the general meeting.

If the entire guarantee undertaking is utilized and Buntel exercises all warrants of series TO6 obtained in the Rights Issue and Compensation Issue, Buntel's shareholding after the Rights Issue will amount to a maximum of approximately 51.4 percent of the shares and votes in the company. The calculation assumes that no one else will exercise warrants of series TO6 for subscription of shares.

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 September 2024

 Wyld Networks AB

The board of directors