Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Tjänster |
Industri | IT-konsult & onlinetjänster |
Shareholders of Wyld Networks AB, reg. no. 559307-1102 (the "Company"), are hereby invited to the Extraordinary General Meeting on 14 November 2025 10:00 CET at Advokatfirman Schjødt, Hamngatan 27, in Stockholm. Registration for the Extraordinary General Meeting will commence at 09:30 CET.
Participation in the Extraordinary General Meeting
Shareholders who wish to participate in the Extraordinary General Meeting must be recorded in the share register maintained by Euroclear Sweden AB on 6 November 2025.
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 10 November 2025 by post to Wyld Networks AB " Extraordinary General Meeting 2025", 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 Extraordinary General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to Wyld Networks AB "Extraordinary General Meeting 2025", 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 13 November 2025.
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 6 November 2025 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 10 November 2025 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
- Resolutions on (a) amendment of the Articles of Association and (b) reverse share split
- Determination of fees to the board of directors
- Election of board of directors
- Resolution to amend § 4 of the articles of association and to reduce the share capital without cancellation of shares
- Closing of the meeting
PROPOSALS FOR RESOLUTION
Resolutions on (a) amendment of the Articles of Association and (b) reverse share split (item 7)
For the purpose of achieving an appropriate number of shares in the Company, the Board of Directors proposes that the Extraordinary General Meeting resolves on a reverse share split in accordance with item 7 (b) below. In order to carry out the reverse share split in accordance with the Board of Directors' proposal under item 7 (b) below, the Board of Directors proposes that the Articles of Association are adjusted in accordance with item 7 (a) below.
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.
The Board of Directors' proposal to amend the articles of association (Item 7 (a))
§ 4 of the Articles of Association is proposed to have the following wording.
The share capital shall be not less than SEK 14,853,764 and not more than SEK 59,415,056. The number of shares shall not be less than 5,986,661 and not more than 23,946,644.
The Board of Directors' proposal on a reverse share split (Item 7 (b))
The Board of Directors proposes that the Extraordinary General Meeting resolves on a reverse share split of the Company's shares, whereby five hundred (500) existing shares will be consolidated into one (1) new share (Sw. sammanläggning 1:500).
The Board of Directors proposes that the Extraordinary General Meeting authorises the Board of Directors to determine the record date for the reverse share split. The record date may not occur prior to the registration of the reverse share split with the Swedish Companies Registration Office.
In connection with the determination of the record date for the reverse share split, the Board of Directors shall publish details of the procedure for the reverse share split.
The resolution on the reverse share split shall be conditional upon one major shareholder agreeing, free of charge, to contribute shares to shareholders whose number of shares is not evenly divisible by five hundred (500), and that such shareholder has undertaken to round its remaining shareholding in the Company downwards to the nearest number evenly divisible by five hundred (500).
After the reverse share split, the number of shares in the Company will decrease from 2,993,330,905 to 5,986,661. At the same time, the reverse share split increases the quota value of the share from SEK 0.004962 to SEK 2.481143.
Determination of fees to board of directors (item 8)
The Annual General Meeting 2025 resolved that the chairman of the board of directors shall receive SEK 350,000 and that other board members elected by the Annual General Meeting shall receive SEK 250,000 each for the period until the end of the next Annual General Meeting.
Major shareholders (the "Shareholders") proposes that the chairman of the board of directors shall receive SEK 350,000 and all other board members elected by the general meeting shall receive SEK 250,000 each for the period until the end of the next Annual General Meeting (i.e. unchanged fee levels in relation to the fee levels resolved at the Annual General Meeting 2025). The fee shall be paid proportionally in relation to the part of the mandate period that each board member has held their assignment.
Election of the board of directors (item 9)
The Shareholders proposes that the board of directors shall consist of three persons and no deputies.
The Shareholders proposes re-election of Mats L Andersson and Scott Moore and election of Kjell Olovsson 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.
Kjell Olovsson was born in Stockholm in 1968 and started his career as an engineer at Ericsson. He has long international experience within business development and sales in Asia, Europe and USA. He has been living in Germany for 10 years where he worked for a wireless test-instrument supplier, Wavetek Wandel & Goltermann/Willtek, as the director for business development. He has very long experience from doing business with all the big names in the mobile/wireless industry, like Samsung, Ericsson, Apple, Microsoft, Nokia, Google and Amazon. Recently he has been the CEO of Bluetest Aktiebolag for 15 years. In addition to his role as CEO of Bluetest Aktiebolag, Kjell has also been a board member in the same company and has held the positions as CEO and board member in Bluetest Aktiebolag's subsidiaries. Kjell has further been a board member in Finepart Sweden AB and is currently also CEO and deputy board member in OKT Technology AB.
Kjell Olovsson owns no shares or warrants in the Company.
Kjell Olovsson is independent in relation to the Company and the management as well as the Company's major shareholders.
Resolution to amend § 4 of the articles of association and to reduce the share capital without cancellation of shares (item 10)
To adjust the quota value of the Company's shares as a result of the reverse share split under item 7 and in order to adapt the size of the share capital to the Company's operations, the board of directors proposes that the Extraordinary General Meeting resolves to reduce the Company's share capital and to adjust the limits of the share capital in the Company's articles of association.
The items 10 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.
The board of directors' proposal to amend § 4 of the articles of association (item 10 (a))
To enable the reduction of the share capital under item 10 b), the board of directors proposes that the general meeting resolves that the share capital limits in § 4 of the articles of association be amended as follows.
§ 4 in the articles of association is proposed to have the following wording.
Proposed wording
The share capital may not be less than SEK 538,799 and no more than SEK 2,155,196. The number of shares shall not be less than 5,986,661 and not more than 23,946,644.
The board of directors' proposal to reduce the share capital without cancellation of shares (item 10 (b))
The board of directors proposes that the general meeting resolves to reduce the Company's share capital by a maximum of SEK 14,314,965.129994 so that the Company's share capital after the reduction amounts to SEK 538,799.49. The reduction shall be carried out without the cancellation of shares. The reduction amount shall be used for allocation to unrestricted equity. The reduction is carried out to adjust the quota value of the Company's shares as a result of the reverse share split proposed to be resolved under item 7. After the reduction, the Company's share capital will amount to SEK 538,799.49 divided into a total of 5,986,661 shares, each share with a quota value of SEK 0.09.
The reduction of the share capital requires permission from the Swedish Companies Registration Office or a general court. Provided that the necessary permit is obtained, the reduction resolution is expected to be executed in January 2026.
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 as well as the Company's relationship with another Group company.
Documents
Supporting documentation for resolutions 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 Extraordinary General Meeting, see the integrity policy that is available at Euroclear's webpage,
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
_______________________________________
Stockholm in October 2025
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