The Board of Directors of Maven Wireless Sweden AB (publ) ("Maven" or the "Company") has decided to carry out a directed new share issue of a total of 1,200,000 shares, thereby raising a total of approximately SEK 10 million for the Company. Furthermore, it has been decided to introduce an option package for the newly hired CEO of 1,000,000 KPOs.
The Directed New Share Issue
According to the Board's decision, the directed new share issue shall be implemented in accordance with two separate issue resolutions, firstly as a directed new share issue of 600,000 shares, supported by the issue authorization received at the Annual General Meeting held on 7 May 2025, as registered by the Swedish Companies Registration Office on 18 June 2025 ("Tranche 1"), and secondly as a directed new share issue of 600,000 shares, subject to subsequent approval being obtained at an extraordinary general meeting of the Company, addressed to the Company's new CEO ("Tranche 2").
The subscription price for the new shares shall be SEK 8.33 per share, of which SEK 0.025 is share capital and SEK 8.305 is additional paid.
The investors of the shares in Tranche 1 are external investors, Tranche 2 of 600,000 shares is allocated to the new CEO Anders Olin. Anders Olin, to whom the new share issue in Tranche 2 is addressed, belongs to the category of related parties covered by Chapter 16 of the Swedish Companies Act (2005:551), which is why a valid issue decision in Tranche 2 requires that a subsequent general meeting, where at least nine-tenths of both the votes cast and the shares represented at the meeting, approve the board's decision on the new share issue according to Tranche 2. The board's decision on the new share issue according to Tranche 1 is not dependent on Tranche 2 being approved at the extraordinary general meeting. The board has proposed that an extraordinary general meeting approve the board's issue decision in Tranche 2, for which a notice will be sent out shortly.
Furthermore, the Board of Directors decides on the introduction of a long-term incentive program in the form of so-called qualified employee stock options (KPO) for the newly hired CEO, including a decision on (i) a directed issue of warrants to secure the delivery of shares and (ii) approval of the transfer, provided that subsequent approval is obtained at an extraordinary general meeting of the Company. The program shall include a maximum of 1,000,000 qualified employee stock options to be allocated to Anders Olin free of charge. The allocated employee stock options are earned over 60 months and may only be used to acquire new shares if the Participant is still employed and the other conditions for qualified employee stock options according to the Income Tax Act are met.
With regard to the decision on the directed new share issue according to Tranche 2, and the decision on the introduction of the incentive program, Anders Olin has not participated in the Board of Directors' decision.
Background and motivation
The new share issue aims primarily to ensure that the Company's new CEO is given a long-term and value-creating incentive through the acquisition of a significant shareholding. Furthermore, the issue strengthens the Company's liquidity by using the net cash to repay outstanding overdraft facilities. In this way, cash flow is improved, debt is reduced and the Company gains increased financial freedom of action.
The Board of Directors beleives that a directed new share issue is the most cost-effective and appropriate financing alternative at the time of the decision. The measure also strengthens the Company's capital base, which provides incentives for the management's value-creating work and is thus beneficial to all shareholders. The reasons for waiving the shareholders' preferential rights therefore outweigh the main rule regarding preferential issues.
Deviation from shareholders' preferential rights
The Company's Board of Directors has made an overall assessment and carefully considered the possibility of raising capital through a rights issue with preferential rights for the Company's shareholders. The Board of Directors believes that the reasons for deviating from shareholders' preferential rights are (i) that a rights issue would take significantly longer to implement, and entail a higher risk of a negative effect on the share price, (ii) that, with regard to the allocation for the new CEO, a long-term and value-creating incentive is provided through the acquisition of a significant shareholding, and (iii) that the implementation of a directed rights issue can be carried out at a lower cost and with less complexity than a rights issue. Furthermore, the reason that certain existing shareholders have been included among those entitled to subscribe is that the current shareholders have expressed and shown interest in long-term ownership in the Company, which the Board believes creates security, stability and favorable conditions for the Company's growth and is thus considered to be beneficial to both the Company and all shareholders.
Taking the above into account, the Board of Directors has concluded that a directed new share issue with deviation from the shareholders' preferential rights is the most advantageous alternative for Maven to carry out the capital raising and is in the best interest of all shareholders. The Board of Directors therefore believes that the reasons for the Directed New Share Issue outweigh the general rule that new shares should be carried out with preferential rights for the shareholders.
Provided that the new share issue under Tranche 2 is approved at the extraordinary general meeting, the total number of outstanding shares in the Company, after the implementation of the Directed New Share Issue, will amount to 53,241,809. After the implementation of the Directed New Share Issue, the total number of outstanding shares in the Company will increase by 1,200,000 shares and the same number of votes. The share capital will increase by a total of SEK 30,000, from SEK 1,301,045 to SEK 1,331,045. The Directed New Share Issue will therefore result in a dilution for existing shareholders of a total of approximately 2.31% of the number of outstanding shares and votes in the Company.
For more information, please contact:
Fredrik Ekström, CEO
+46-8-760 43 00
www.mavenwireless.com
About Maven Wireless
Maven Wireless provides groundbreaking solutions in wireless coverage all over the world.
We offer end-to-end digital solutions with outstanding performance. Our products contribute to public safety by ensuring wireless coverage for critical services, and are used in tunnels, on trains, metros, stadiums, buildings and more. We are passionate about making society and our customers' and end users lives better, easier and safer by securing 100% wireless coverage. Maven Wireless is listed on Nasdaq First North Growth Market with the shortname MAVEN. FNCA Sweden AB is appointed as Certified Adviser.
For additional information, please visit: www.mavenwireless.com
This information is information that Maven Wireless Sweden 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, at 2025-10-06 08:01 CEST.
