Wyld Networks

Shareholders in Wyld Networks proposes the acquisition of OKT Technology AB, a rights issue of shares and a by-election to the Board of Directors and Wyld Networks renegotiates previous loan

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Shareholders representing more than 10 percent of the votes in Wyld Networks AB ("Wyld Networks" or the "Company") (the "Shareholders") proposes that the Extraordinary General Meeting of Wyld Networks AB resolves that the Company shall acquire all shares in OKT Technology AB ("OKT Technology") for a purchase price of SEK 7.5 million (the "Acquisition"), to be paid with newly issued shares in Wyld Networks through a non-cash issue (the "Non-Cash Issue").

The Shareholders also proposes that the Company shall be further capitalized by the Extraordinary General Meeting of Wyld Networks resolving on a rights issue of a maximum of 107,759,898 shares (the "Rights Issue"). The subscription period is proposed to run from May 18, 2026, up to and including June 1, 2026. The Rights Issue will, upon full subscription, provide the Company with approximately SEK 16.2 million before issue costs. The Rights Issue is proposed to be covered by subscription commitments and underwriting commitments corresponding to approximately 65 percent.

In addition, the Shareholders proposes the election of a new member of the Board of Directors of the Company for the period until the end of the next Annual General Meeting.

Notice of the Extraordinary General Meeting for resolutions on the Non-Cash Issue and the Rights Issue and election of a new member of the Board of Directors will be announced through a separate press release. The Rights Issue and the Non-Cash Issue require amendment of the Articles of Association.

In addition, the Board of Directors of Wyld Networks has renegotiated the interest rate and maturity date for the existing loan facility of SEK 6.7 million, excluding accrued interest, (the "Existing Loan Facility") and intends to amortize SEK 2.0 million on the Existing Loan Facility.

The acquisition in brief

• The Shareholders proposes that Wyld Networks acquires all shares in OKT Technology, a company that engages in joint development with Wyld Networks through a joint venture collaboration. The owners of OKT Technology are positive about the Acquisition and have also entered into subscription commitments to subscribe for shares in the Rights Issue.
• All shares in OKT Technology are proposed to be acquired at a purchase price of SEK 7.5 million, which is intended to be paid with newly issued shares through the Non-Cash Issue.
• The subscription price in the Non-Cash Issue to the sellers in OKT Technology is proposed to correspond to the subscription price in the Rights Issue. The Non-Cash Issue is proposed to be resolved by the Extraordinary General Meeting of Wyld Networks.
• The Acquisition is proposed to be conditional upon the Extraordinary General Meeting of Wyld Networks adopting new Articles of Association and resolving on the Non-Cash Issue and the Rights Issue.
• The Acquisition is expected to be completed during the second quarter of 2026. The shares issued within the framework of the Non-Cash Issue are proposed to be subject to lock-up undertakings for a period of 12 months from the completion of the Acquisition.
• Kjell Olovsson is a board member of both Wyld Networks and OKT Technology. Kjell Olovsson is thus prevented from handling matters regarding the Acquisition as a member of the Board of Directors of the Company. Both Board of Directors are positive to the Shareholders' proposal regarding the Acquisition.

The Rights Issue in brief and terms

• Upon full subscription in the proposed Rights Issue, Wyld Networks will receive approximately SEK 16.2 million before issue costs through the issuance of a maximum of 107,759,898 shares.
• The Rights Issue is proposed to be covered by subscription commitments of approximately 19.3 percent and underwriting commitments of approximately 45.7 percent, corresponding to a total secured level of approximately 65.0 percent.
• Anyone who is registered in the share register as a shareholder in Wyld Networks on the record date of May 13, 2026, is proposed to receive one (1) subscription right for each share held in the Company. One (1) subscription right is proposed to entitle the holder to subscribe for eighteen (18) new shares. The subscription price is proposed to amount to SEK 0.15 per share.
• The subscription period for the Rights Issue is proposed to run from May 18, 2026, up to and including June 1, 2026.
• The Rights Issue is proposed to be resolved by an Extraordinary General Meeting and be conditional upon the Extraordinary General Meeting resolving to amend the Articles of Association.

Background and rationale

Over an extended period, the Board of Directors and the Shareholders has evaluated the Company's business model and its commercial viability. The evaluation has shown that the previous business model, despite its technological strengths, has been difficult to scale commercially and has resulted in limited sales over the past three years. Against this background, the Shareholders has identified a need to adjust the Company's strategic direction in order to create better conditions for long-term value creation.

Over the past year, the new management team has identified an alternative path forward based on Wyld Networks' specialist expertise in satellite-based printed circuit board solutions. Within the framework of this strategic direction, the Company, through its existing joint venture collaboration with OKT Technology, has engaged in advanced and constructive discussions with industry participants with both military and civil affiliations. These discussions have resulted in an initial pilot order for a satellite-based Wyld solution amounting to approximately EUR 30 thousand, which is intended to be paid during the third quarter of 2026, with assessed potential for larger follow-on orders already during the fourth quarter of 2026. The first partial delivery under the pilot order is planned to take place during the second quarter of 2026.

In addition to the joint venture collaboration, the Shareholders have identified potential efficiency improvements and synergies through a combination of Wyld Networks and OKT Technology. In order to streamline the collaboration and fully leverage the complementary strengths of Wyld Networks and OKT Technology, the Shareholders have therefore assessed that an acquisition of OKT Technology represents the most appropriate alternative for Wyld Networks. Individually, the companies have had limited opportunities to achieve commercial traction, whereas together they are considered to have significantly better prospects to develop and scale the business. Against this background, the Shareholders have proposed the Acquisition. As announced on March 16, 2026, the Company's former Chairman of the Board resigned at his own request, and the Board has since consisted of the two remaining members, Kjell Olovsson and Scott Moore. Kjell Olovsson is also a board member of OKT Technology and is therefore precluded from handling matters relating to the Acquisition in his capacity as a board member of the Company. Scott Moore, as well as Kjell Olovsson, is supportive of the Acquisition, however, in light of the circumstances described above, the Board of Directors is not quorate. The Shareholders have therefore proposed that the Acquisition be resolved by the Extraordinary General Meeting of Wyld Networks. The members of the Board of Directors assess that the combined operations have good potential to achieve organic sales of approximately SEK 6 million during the full financial year.

The net proceeds from the Rights Issue are proposed to be used primarily to finance and further develop this strategic initiative and to amortize the Existing Loan Facility, with the aim of strengthening the Company's capital structure.

Subscription commitments and underwriting commitments

The proposed Rights Issue is comprised to approximately 19.3 percent of subscription commitments from major existing shareholders, members of the board of directors and management, and sellers of OKT Technology. In addition, major shareholders and external investors have undertaken to underwrite approximately 45.7 percent of the Rights Issue, meaning that the Rights Issue in total is covered to 65.0 percent, corresponding to approximately SEK 10.5 million, of subscription commitments and underwriting commitments. No compensation will be paid for subscription commitments made. Underwriting compensation is paid at the rate of ten (10) percent of the underwritten amount in cash or fifteen (15) percent in newly issued shares. Underwriting compensation in newly issued shares will be resolved by the Board of Directors based on the authorization granted by the Extraordinary General Meeting held on May 30, 2026. The subscription price for any shares issued to underwriters shall correspond to the subscription price in the Rights Issue, i.e. SEK 0.15 per share. Neither subscription commitments nor underwriting commitments are secured.

Election of new Board member

As announced on March 16, 2026, the Company's former Chairman of the Board has resigned at his own request. Since then, the remaining members of the Board of Directors have taken steps to appoint a new member of the Board of Directors for the remaining term of office. Against this background, the Board of Directors has obtained proposals from the Shareholders to elect a new member of the Board of Directors at the Extraordinary General Meeting of Wyld Networks and that Scott Moore shall be the Chairman of the Board of Directors for the period until the end of the next Annual General Meeting. After the election, the Board of Directors will consist of the newly elected member of the Board of Directors, Kjell Olovsson and Scott Moore, with Scott Moore as Chairman of the Board. The proposal for the election of a new member of the Board of Directors will be announced no later than two weeks prior to the Extraordinary General Meeting.

Renegotiation of the Existing Loan Facility

The Company's Board of Directors has today renegotiated the interest rate and maturity date for the Existing Loan Facility, the original terms of which were communicated via a press release on November 26, 2025. The Existing Loan Facility now carries an interest rate of 1.25 percent as of each commenced 30-day period and matures no later than December 31, 2026, unless the lenders have chosen to convert the Existing Loan Facility into shares in the Company before the maturity date of the Existing Loan Facility. In connection with the renegotiation of the Existing Loan Facility, the Company has undertaken to amortize SEK 2.0 million of the Existing Loan Facility with proceeds from the Rights Issue.

Information document

Complete terms and conditions for the Rights Issue as well as information about subscription, other information about the Company and parties that have entered into subscription commitments and underwriting commitments will be set out in the information document that will be published by the Company prior to the commencement of the subscription period. The information document will be prepared in the form provided for in Article 1(4)(db) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation"). The information document, prepared in accordance with Annex IX to the Prospectus Regulation, is expected to be published on May 13, 2026.

General Meeting

The Rights Issue and the Non-Cash Issue are proposed to be resolved by the Extraordinary General Meeting on May 6, 2026. The resolution on the Rights Issue and the Non-Cash Issue is proposed to be conditional upon the Extraordinary General Meeting also resolving to amend the Articles of Association. Notice of the Extraordinary General Meeting will be published through a separate press release.

Proposed preliminary timetable for the Rights Issue

Shares, share capital and dilution

Upon full subscription in the proposed Rights Issue, the Company's share capital will increase by a maximum of approximately SEK 9,698,390.82, from SEK 538,799.49 to SEK 10,237,190.31 and the number of shares will increase by a maximum of 107,759,898 shares, from 5,986,661 shares to 113,746,559 shares. Shareholders who do not participate in the Rights Issue will be subject to a maximum dilution of approximately 94.7 percent.

Advisor

Mangold Fondkommission AB is financial advisor to the Company in connection with the Rights Issue.

For further information, please contact:

Kjell Olovsson, CEO Wyld Networks
E-mail: kjell.olovsson@wyldnetworks.com

This information is information that Wyld Networks AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on April 1, 2026, at 08:55 CEST

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

Important information

 The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Wyld Networks. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in the form prescribed in Annex IX to the Prospectus Regulation. This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in the Company. The information in this press release is only intended to describe the background to the Rights Issue and does not claim to be complete or exhaustive. No assurance shall be given with respect to the accuracy or completeness of the information in this press release. This press release constitutes marketing in accordance with Article 2(k) of the Prospectus Regulation.

The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Wyld Networks have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or the regulations of the Nasdaq First North Growth Market for issuers.