Smart Wires Inc.

Notice Of Annual General Meeting Of The Members Of The Company

April 22, 2022

Upon the direction of the board of directors of the Company (the “Board“), made in accordance with Section 82 of the BVI Business Companies Act, 2004 (as amended) (the “Act“) and Regulation 11 of the Company’s articles of association (the “Articles“), NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Members of the Company will be held via Zoom on May 19, 2022 (the “Meeting Date”) at 9:00 am eastern time/3:00 pm Stockholm time, to discuss Company business and progress.

There are currently no resolutions to be acted upon at this meeting.

Dial-in details for attendance at the Meeting by electronic means are as follows:

To Join Zoom Meeting
https://us06web.zoom.us/j/81674952907

Meeting ID: 816 7495 2907
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+13017158592,,81674952907# US (Washington DC)

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        +1 929 205 6099 US (New York)
        +1 301 715 8592 US (Washington DC)
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Meeting ID: 816 7495 2907
Find your local number: https://us06web.zoom.us/u/kcqCKHP0zG

 

Should any person have a question they would like to pose to the Company, this should be submitted to the Chairperson via the Company’s legal counsel at: legal@smartwires.com prior to the Meeting Date, if possible. If not so submitted, such question may be raised at the Meeting.

By order of the board

Notes to notice of Meeting

(These notes should not be taken to be an exhaustive list of the regulations applicable to the Meeting.  The full provisions are set out in the Articles.)

Constitution of Meeting

  1. In accordance with Regulation 11.3 of the Articles, the notice period to convene a meeting of the members of the Company is not less than twenty-eight days.
  2. For the Meeting to be quorate, the holder or holders of not less than fifty-one per cent of the voting rights of the shares entitled to vote on the Resolution must be present (in person or by proxy).
  3. Pursuant to Regulation 12.2(a) of the Articles, a member will be deemed to be present at the Meeting if the member participates by telephone or other electronic means.

Entitlement to attend and vote

  1. A person must be entered on the register of members of the Company as at 7am pacific time/10am eastern time/4pm Stockholm time on 13 December 2021 (the “Record Date“) in order to have the right to attend and vote at the Meeting in respect of the number of shares registered in its name as at the Record Date. Changes to entries on the Company’s register of members after the Record Date shall be disregarded in determining the rights of any person to attend or vote at the Meeting.

Voting

  1. In accordance with Regulation 12.6 of the Articles, a resolution put to the vote in the Meeting shall be decided on a show of hands by the members of the Company holding a simple majority of the voting rights of the shares entitled to vote on the Resolution.

Appointment of proxies

  1. A member who is entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on his/her behalf, in accordance with Regulation 13 of the Articles.
  2. To be valid, the completed, signed and dated instrument appointing a proxy (together with the power of attorney or other authority (if any) under which it is signed) must be produced at legal@smartwires.com or by mail at Smart Wires Technology Ltd, attn Legal Dept, 3292 Whipple Road, Union City, CA 94587 USA before the Meeting Date.
  3. Members may appoint the Chairperson of the Meeting to act as his/her proxy.
  4. You may not appoint more than one proxy to exercise rights attached to any one share.
  5. Completion of the proxy form does not preclude a member from subsequently attending and voting at the Meeting in person.

Holders of Swedish Depositary Receipts (“SDRs“)

  1. The holders of Swedish Depositary Receipts (“SDRs“) may instruct Pareto Securities AB (“Pareto“) (pursuant to the SDR holder voting form (see appendix 3)) (the “Voting Form“)) to:
  • appoint that SDR holder as its proxy in respect of the shares relating to its underlying SDRs, in order that the SDR holder can attend the Meeting and vote the shares relating to its SDRs; or
  • appoint the Chairperson of the Meeting as its proxy to vote the shares in the Company relating to that SDR holder’s underlying SDRs in accordance with the SDR holder’s voting instructions.
  1. Each SDR holder will need to send their completed, signed and dated Voting Form (in accordance with the instructions set out in the Voting Form), to be received by Pareto no later than 7am pacific time/10am eastern time/4pm Stockholm time on 20 December 2021.
  2. In order for Pareto to accept the instructions of an SDR holder, the SDR holder must be entered as an SDR holder in the Swedish Depositary Receipt register, kept by the Swedish central securities depositary Euroclear Sweden, as at the Record Date. If SDRs are registered in the name of a nominee (Sw. förvaltare), the principal will need to request a temporary registration of voting rights. Any principal wanting to obtain such registration must contact the nominee regarding this in advance of the Record Date.

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