NOTICE OF ANNUAL GENERAL MEETING IN LUMENRADIO AB 2023

NOTICE OF ANNUAL GENERAL MEETING IN LUMENRADIO AB

LumenRadio AB (publ), reg. no. 556761-7492 (the “Company” or “LumenRadio”), with its registered office in Gothenburg, hereby convenes the annual general meeting on Tuesday, 16 May 2023 at 10:00 a.m. at Johan Willins gata 6, Gothenburg. Registration for the annual general meeting begins at 9:30 a.m.

Right to participate in the annual general meeting and notice of participation

Participation at the meeting venue

Anyone wishing to attend the meeting venue in person or by proxy must (i) be entered as a shareholder in the share register prepared by Euroclear Sweden AB concerning the circumstances on Monday, 8 May 2023, and (ii) notify the Company no later than Wednesday, 10 May 2023 by e-mail to bolagsstamma@lumenradio.com or by post to LumenRadio AB (publ), Annual General Meeting 2023, Att. Magnus Holm, Johan Willins gata 6, 416 64 Gothenburg. In the notice of participation, the shareholder must state name, personal identity number or company registration number, address, telephone number and the number of any assistants (maximum two) and, where applicable, details of any proxy.

If a shareholder is represented by proxy, a written and dated power of attorney must be issued for the proxy. A proxy form is available on the Company’s website, https://investors.lumenradio.com. If the power of attorney has been issued by a legal entity, a certificate of registration or equivalent authorization document must be attached. To facilitate registration at the meeting, the power of attorney as well as the certificate of registration and other authorization documents should be received by LumenRadio AB (publ) at the above address no later than Monday, 15 May 2023.

Participation by advance voting

Anyone wishing to participate in the annual general meeting by advance voting must (i) be entered as a shareholder in the share register prepared by Euroclear Sweden AB concerning the circumstances on Monday, 8 May 2023, and (ii) give notice no later than Wednesday, 10 May 2023 by casting their advance vote in accordance with the instructions below so that the advance vote is received by LumenRadio AB (publ) no later than that day.

Anyone wishing to attend the meeting venue in person or by proxy must notify the Company in accordance with what is stated under Participation at the meeting venue above. This means that notice solely by advance voting is not sufficient for anyone wishing to attend the meeting venue.

A special form must be used for advance voting. The advance voting form is available on the Company’s website https://investors.lumenradio.com/. The completed and signed advance voting form may be sent by e-mail to bolagsstamma@lumenradio.com, or by post to LumenRadio AB (publ), Annual General Meeting 2023, Att. Magnus Holm, Johan Willins gata 6, 416 64 Gothenburg. The completed form must be received by the Company no later than Wednesday, 10 May 2023. The shareholder may not provide the advance vote with special instructions or conditions. If this occurs, the advance vote is invalid in its entirety. Further instructions and conditions are set out in the advance voting form.

If a shareholder votes in advance by proxy, a written and dated power of attorney must be attached to the advance voting form. A proxy form is available on the Company’s website https://investors.lumenradio.com/. If the shareholder is a legal entity, a certificate of registration or equivalent authorization document must be attached to the form. If a shareholder has voted in advance and thereafter participates in the annual general meeting in person or by proxy, the advance vote remains valid to the extent that the shareholder does not participate in a vote at the meeting or otherwise withdraw the advance vote submitted. If the shareholder chooses to participate in a vote during the meeting, the vote cast will replace the previously submitted advance vote on that item.

Nominee-registered holdings

In order to be entitled to participate in the meeting, a shareholder whose shares are nominee-registered must, in addition to giving notice of participation in the meeting, register the shares in their own name so that the shareholder is included in the presentation of the share register as of Monday, 8 May 2023. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures and within such time in advance as the nominee determines. Voting rights registrations completed by the nominee no later than Wednesday, 10 May 2023 will be taken into account in the preparation of the share register.

PROPOSED AGENDA

1)         Opening of the annual general meeting.

2)         Election of the chair of the annual general meeting.

3)         Preparation and approval of the voting register.

4)         Approval of the agenda.

5)         Election of one or two persons to verify the minutes.

6)         Determination of whether the annual general meeting has been duly convened.

7)         Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report for the group. In connection therewith, an address by the Chief Executive Officer.

8)         Resolution regarding

a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet,

b) appropriation of the Company’s profit or loss in accordance with the adopted balance sheet,

c) discharge from liability for the members of the Board of Directors and the Chief Executive Officer.

9)         Determination of fees to the Board of Directors and the auditor

10)       Determination of the number of Board members and deputy Board members, auditors and deputy auditors.

11)       Election of Board members, Chair of the Board and auditor.

12)       Resolution on authorization for the Board of Directors to resolve on new share issues.

13)       Closing of the annual general meeting.

THE NOMINATION COMMITTEE’S PROPOSALS FOR RESOLUTION UNDER ITEMS 2, 9, 10 AND 11

The Nomination Committee of Lumenradio AB, representing 42.8 percent of the votes in the company, has been constituted based on the ownership conditions as of 31 January and consists of the following members: Björn Westman (appointed by Chalmers Innovation Seed Fund AB), Emil Hjalmarsson (appointed by Grenspecialisten AB), Lovisa Runge (appointed by Fourth Swedish National Pension Fund) and Jonas Eixmann (appointed by Second Swedish National Pension Fund), with Björn Westman as chair. The Chair of the Board, Magnus Terrvik, is also co-opted to the Nomination Committee.

In accordance with the instruction adopted by the extraordinary general meeting on 3 October 2022 and taking into account the Swedish Corporate Governance Code, the Nomination Committee has been tasked with preparing proposals on the following matters to be presented at the Company’s annual general meeting 2023:

•          election of the chair of the annual general meeting,

•          election of the Chair of the Board and other members of the Company’s Board of Directors,

•          resolution on Board remuneration divided between the Chair and other members, as well as any remuneration for committee work,

•          election of and remuneration to the auditor, and

•          resolution on amendments to the instruction for the Nomination Committee.

The Nomination Committee submits the following proposals for resolution regarding items 2 and 9 - 11 in accordance with the proposed agenda for the annual general meeting in LumenRadio AB:

Item 2. The Nomination Committee’s proposal for chair

The Nomination Committee proposes Magnus Terrvik as chair of the annual general meeting 2023.

Item 9. The Nomination Committee’s proposal for fees to the Board of Directors and the auditor

Board fees for the Chair and other members

That Board fees shall be paid in a total amount of SEK 1,400,000, of which the Chair of the Board shall receive SEK 400,000 (unchanged) and the other members elected by the general meeting shall receive SEK 200,000 each (unchanged).

Fee to the auditor

The Nomination Committee proposes that the auditor’s fee be paid in accordance with approved invoice.

Items 10 and 11. The Nomination Committee’s proposal for election of Board members, Chair of the Board and auditor

Determination of the number of Board members

The Company’s Board of Directors currently consists of 5 ordinary members without deputies. The Nomination Committee proposes that the Company’s Board of Directors, for the period until the end of the next annual general meeting, shall consist of 6 ordinary members without deputies.

Election of Board members

The Company’s Board of Directors currently consists of the members elected by the general meeting Magnus Terrvik (Chair), Nicolas Hassbjer, Mikael Johnsson Albrektsson, Håkan Krook and Sabina Lindén. Håkan Krook has declined re-election.

The Nomination Committee proposes, for the period until the end of the next annual general meeting,

•          that the Board members Nicolas Hassbjer, Mikael Johnsson Albrektsson, Sabina Lindén and Magnus Terrvik be re-elected.

•          that Victoria van Camp and Martin Gren be elected as new Board members.

•          that Magnus Terrvik be re-elected as Chair of the Board.

Election of auditor

For the period until the end of the next annual general meeting, it is proposed that the current auditor, the registered audit firm BDO with Joakim Bråtemyr as auditor in charge, be re-elected.

The Nomination Committee’s proposal for election of auditor is in accordance with the Board of Directors’ recommendation.

The Nomination Committee’s reasoned statement regarding the proposal for Board members is set out in Appendix 1.

A proposal for a resolution on guidelines for the appointment of the Nomination Committee is set out in Appendix 2.

THE BOARD OF DIRECTORS’ PROPOSALS FOR RESOLUTION UNDER ITEMS 8B AND 12

Item 8B - Appropriation of the Company’s profit or loss in accordance with the adopted balance sheet

The Board of Directors proposes that the funds at the disposal of the annual general meeting, SEK 115,677,353, be carried forward and that no dividend be paid to the shareholders.

Item 12 – Resolution on authorization for the Board of Directors to resolve on new share issues

The Board of Directors proposes that the annual general meeting resolve to authorize the Board of Directors, for the period until the end of the next annual general meeting, on one or more occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares.

The authorization may be used for issues of shares that may be carried out as cash issues, issues in kind or set-off issues corresponding to not more than 15 percent of the Company’s registered share capital at the time of the issue resolution. The subscription price shall be determined on market terms.

Deviation from the shareholders’ preferential rights shall be possible in connection with future investments in the form of acquisitions of businesses, companies, interests in companies, or otherwise for the Company’s continued expansion. If the board of directors resolves on an issue with deviation from the shareholders’ preferential rights, the reason shall be that the board of directors shall be able to issue shares in the Company to be used as means of payment through non-cash consideration or set-off, or to raise capital in a quick and cost-effective manner to be used as means of payment or to continuously adapt the Company’s capital structure.

The board of directors, or anyone appointed by the board of directors, shall otherwise have the right to make such amendments to the above resolution as may prove necessary in connection with its registration and otherwise take the measures required for the implementation of the resolution.

OTHER INFORMATION

Special majority requirements

For a valid resolution under item 12 above, approval is required by at least two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting.

Number of shares and votes

The number of shares and votes in LumenRadio amounts to 12,383,050 as of the date of issuance of this notice. The Company does not hold any treasury shares.

Documents etc.

The annual report and other decision-making documentation will be made available at the Company’s website, www.lumenradio.com, no later than two weeks before the annual general meeting. Furthermore, the nomination committee’s reasoned statement will be made available at the Company at the above-mentioned address, and at lumenradio.com, from the date of this notice. Copies of the documents will be sent to shareholders who request them and state their postal address.

The board of directors’ proposal under item 12 is set out in full in the notice.

Shareholders’ right to receive information

The shareholders are reminded of their right to receive information from the board of directors and the CEO at the annual general meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by e-mail to bolagsstamma@lumenradio.com or by post to LumenRadio AB (publ), Annual General Meeting 2023, Attn. Magnus Holm, Johan Willins gata 6, 416 64 Gothenburg.

Processing of personal data

For information on how your personal data is processed, please refer to the privacy policy available on Euroclear’s website, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska….

_____________________________

Gothenburg, April 2023

LumenRadio AB (publ)

The Board of Directors

For more information:

________________________________________

Alexander Hellström, CEO of LumenRadio AB

Telephone: +46 70-329 26 98

Email: alexander.hellstrom@lumenradio.com

Magnus Holm, CFO of LumenRadio AB

Email: magnus.holm@lumenradio.com

Susanne Gerdin, IR, Communication & Marketing Director

E-mail: susanne.gerdin@lumenradio.com

About LumenRadio

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LumenRadio is a Swedish technology company that offers reliable wireless product-to-product connectivity for mission-critical IoT applications. Our scalable solutions are based on patented wireless technology for lighting control, property automation, and industrial communication. We have a zero-vision when it comes to cables and offer our customers a wireless alternative that works just as well as the traditional cable. With headquarters in Gothenburg, Sweden, and sales offices in Germany and the USA, our approximately 60 passionate employees deliver every day - Wireless Without Worries. LumenRadio is listed on Nasdaq First North Growth Market under the ticker Lumen. Visit www.lumenradio.com for more information.

Visit our investor website for more financial information: https://investors.lumenradio.com/

LumenRadio AB is listed on Nasdaq First North Growth Market. FNCA is the company’s Certified Adviser.