Cambium Networks Corp

General

The board of directors believes that it is in the best interest of the Company and the shareholders and is hereby soliciting shareholder approval to effect one or more reverse share splits of all the Company’s ordinary shares to be consolidated at a ratio of not less than 1-for-2 and not more than 1-for-20, inclusive, whereby, except as explained below with respect to fractional shares, on the Effective Time (as defined below), all of the Company’s issued and unissued ordinary shares will be, automatically and without any action on the part of the shareholders, consolidated and the par value of each ordinary share is increased in accordance with the reverse share split ratio, which shall be determined by the board of directors, or any duly constituted committee thereof, in its discretion with such consolidated ordinary shares having the same rights and being subject to the same restrictions (save as to par value) as the existing ordinary shares in the capital of the Company as set out in the Amended and Restated Memorandum and Articles of Association. If the shareholders approve the Reverse Split Proposal (as defined below), the board of directors, or any duly constituted committee thereof, will have the authority, but not the obligation, in its sole discretion, and without further action on the part of the shareholders, to determine each reverse share split ratio within the approved range and to effect one or more reverse share split and consolidation at any time after the approval of the shareholders.

The full text of the resolution to be voted upon at the Annual Meeting in respect of the Reverse Split Proposal (as defined below) is as follows:

To approve by ordinary resolution, a reverse share split and consolidation (the "reverse share split") of the Company’s issued and unissued ordinary shares at a ratio of not less than 1-for-2 and not greater than 1-for-20 (or any whole number in between) (the “reverse share split ratio”), such that the number of authorised ordinary shares is decreased and the par value of each ordinary share is increased by the reverse share split ratio, with the final decision of whether to proceed with the reverse share split, the effective time of the reverse share split, and the final reverse share split ratio to be determined by the board of directors or any duly constituted committee thereof in its sole discretion at any time after approval by the shareholders, and to authorize the Board or any duly constituted committee thereof to implement the reverse share split at its discretion at any time prior to the one year anniversary of this general meeting of the Company in order to increase the market price of the Company's ordinary shares to achieve compliance with the minimum bid price requirement for inclusion on Nasdaq under Nasdaq Listing Rule 5505(a)(1) (the “Reverse Split Proposal”).

The board of directors believes that shareholder approval of a reverse share split ratio range (rather than an exact reverse share split ratio) in connection with the Reverse Split Proposal provides the board of directors with maximum flexibility to achieve the purposes of any such reverse share split and consolidation that may be effected. If shareholders approve the Reverse Split Proposal, a reverse share split will only be effected, if at all, upon a determination by the board of directors, or any duly constituted committee thereof, that a reverse share split and consolidation is in the Company’s and the shareholders’ best interests at that time. In connection with any determination to effect a reverse share split and consolidation, the board of directors or any duly constituted committee thereof, will set the time for such a split (such date, the “Effective Time") and select a specific reverse share split ratio within the approved range by approving resolutions and filing an extract of the relevant minutes of the shareholder meeting and directors’ and/or committee thereof resolution with the Registrar of Companies in the Cayman Islands informing them of the share split ratio and the resulting change in the number of authorized ordinary shares and the par value. The determination will be made by the board of directors with the intention to create the greatest marketability of the Company’s ordinary shares based upon prevailing market conditions at that time. The board of directors may elect not to proceed, and abandon, any reverse share split and consolidation if it determines, in its sole discretion, that implementing such reverse share split and consolidation is not in the best interests of the Company and its shareholders.

Any one director or officer of the Company is to be authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the reverse share split, if and when deemed advisable by the board of directors in its sole discretion.