CONVENING OF EXTRAORDINARY GENERAL MEETING OF CYBAERO AB (PUBL)

Shareholders of CybAero AB (publ) are hereby convened to an extraordinary general meeting (“EGM”) on Tuesday November 14th 2017 at 10.00 CEST at the company facilities at Teknikringen 7, Mjärdevi Science Park, Linköping, Sweden. The EGM will be open for registration at 09.00, register before 09.45. 

Notifications etc.

Shareholders who wish to attend the EGM must:

-        Be registered in the Euroclear Sweden AB (”Euroclear”) share register as of Wednesday, November 8th 2017.

-        Notify the company of their attendance no later than Wednesday, November 8th at 13.00 CEST.

Notification of participation at the EGM can be made as follows:

a) E-mail: stamman@cybaero.se;

b) Telephone: +46(0)13 - 465 29 00; or

c) Mail: CybAero AB, Teknikringen 7, 583 30 Linköping.

Notice of attendance should include the name, personal or corporate identity number, address, phone number, number of shares and any assistants or agents.

Shareholders whose shares are in the custody of a bank trust, securities broker or other nominee, need to temporarily register the shares in their own name in order to participate in the EGM. Such registration must be executed at Euroclear no later than Wednesday November 8th 2017. Shareholders must contact their nominee in good time before this date to request that the shares are re-registered.

Agents etc.

Shareholders who intend to use representatives to attend must issue a dated power of attorney. If the power of attorney is issued by a legal entity, a certified copy of a registration certificate for the legal entity must be enclosed. The power of attorney may be valid for at most, five years from issuance. The power of attorney and any registration certificate should be sent to the company at the above address in good time before the shareholders’ meeting.

Proposed agenda

1.     Election of Chairman of the Meeting.
2.     Preparation and approval of voting register.
3.     Approval of the agenda.
4.     Election of two attestants.
5.     Determination of whether the Meeting has been duly convened.
6.     Resolution regarding approval of the Board’s resolution to reduce the share capital.  
7.     Resolution regarding approval of the Board’s resolution to change the articles of association.
8.     Resolution regarding approval of the Board’s resolution to revoke the Board’s authorization.
9.     Presentation of documents according to 13 chapter 6 § of the Companies Act.
10.   Resolution regarding approval of the Board’s resolution on a new issue of shares.  
11.   Resolution regarding approval of the Board’s resolution to change the articles of association.  
12.   Presentation of documents according to 14 chapter 8 § of the Companies Act.
13.   Resolution regarding approval of the Board’s resolution on a new issue of warrants.  
14.   Resolution regarding approval of the Board’s resolution for authorizing the Board to resolve on issues.
15.   Closing of the meeting.


The Board of Director’s proposals

The purpose of the Board's proposals is to resolve on a rights issue where shareholders can subscribe for two (2) Units for each existing share. A Unit consists of one (1) new share and one (1) warrant. For technical reasons, this procedure needs to be implemented by two resolutions: one regarding issue of shares and one regarding issue of warrants.

6 . Resolution regarding approval of the Board’s resolution to reduce the share capital

The Board proposes that the EGM approves the Board’s resolution to reduce the share capital in order to cover losses where unrestricted shareholders’ equity equal to the losses is not available. Share capital will be reduced by SEK 3 088 742.50 through changed quota value from SEK 4 to SEK 3.50. Accordingly, the share capital will be SEK 21 621 197.50 after deduction. The reduction shall be effected without retirement of shares.

The Board or anyone that the Board appoints shall be entitled to take the minor adjustments to the decision which may prove necessary in connection with registration with the Swedish Companies Registration Office and at Euroclear.

T he resolution in accordance with this item is valid only if it is supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the meeting.  

The resolution presupposes that the EGM resolves to approve the Board’s resolution to amend the Articles of Association pursuant to item 7.

7. Resolution regarding approval of the Board’s resolution to change the articles of association

Subject to the EGM's resolution to approve the Board’s resolution to reduce the share capital pursuant to item 6 , the Board proposes that the EGM approves the Board’s resolution entailing that paragraph 4 of the Articles of Association will receive the following new wording.

"The share capital shall be at least 21 000 000 SEK and no more than 84 000 000 SEK."

The Board or anyone the Board appoints shall be entitled to take the minor adjustments to the decision which may prove necessary in connection with registration with the Swedish Companies Registration Office and at Euroclear.

T he resolution in accordance with this item is valid only if it is supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the meeting.  

8. Resolution regarding approval of the Board’s resolution to revoke the Board’s authorization

The Extraordinary General Meeting of 24th August 2017 resolved to authorize the Board of Directors to, on one or more occasions, with or without preferential rights for shareholders, resolve to increase the Company's share capital by issuing new shares, convertibles and / or warrants, entailing that the company's share capital can be increased by a total of no more than SEK 46 732 972. The Board has, through resolutions on issuance of convertibles and warrants,  utilized SEK 7 538 428 of the authorization.

The Board of Directors proposes that the EGM approves the Board’s resolution to revoke the above-mentioned authorization in connection with item 12 below which entails the resolution on a new authorization.

The Board or anyone the Board appoints shall be entitled to take the minor adjustments to the resolution which may prove necessary in connection with registration with the Swedish Companies Registration Office and at Euroclear.

10. Resolution regarding approval of the Board’s resolution on a new issue of shares.

The Board proposes that the EGM approves the Board’s resolution on a new issue of shares of no more than 12 354 970 shares, entailing an increase of the share capital by no more than SEK 43 242 395 (after the decision to change the quota value according to item 6). If full conversion or subscription is made by the company's convertible debenture loan series KV1 2017/2018 and KV2 2017/2018 respectively, and warrants Series TO3 2017/2018 and Series TO4 2017/2020, the resolution shall be deemed to entail a further increase of the company's share capital of no more than SEK 29 811 166 through a new issue of no more than 8 517 476 shares.

For the resolution, the following conditions shall also apply:

The right to subscribe for the new shares shall, with preferential rights, vest in the shareholders in proportion to the number of shares previously held, entailing that shareholders, per one (1) existing share, have the right to subscribe for two (2) new shares.

Those who are not shareholders shall also be entitled to subscribe in the new issue of shares.

For shares subscribed without subscription rights, the allotment of shares shall be made as follows:

(a) primarily to those who subscribed for shares on the basis of subscription rights, irrespective of whether they were shareholders on the record date, in proportion to the number of subscription rights exercised; and

b) secondly, to those who subscribed for shares without subscription rights, regardless of whether it was a shareholder on the record date, in proportion to the number of subscribed shares subscribed for during the ordinary subscription period and, if this is not possible, by lottery; and

(c) thirdly, to those who did not subscribe for shares on the basis of subscription rights, irrespective of whether they were shareholders on the record date, in proportion to the number of subscribed shares subscribed for during any extended subscription period and, to the extent that this cannot be done, by lottery; and

(d) forthly, to guarantors that has guaranteed subscription and payment of shares which has not been allocated to other subscribers, pro rata in proportion to the guaranteed amount.

The amount to be paid for each new share (subscription price) shall be SEK 3.75.

The record date, i.e. the date on which shareholders shall be entered in the share register to have preferential rights in the new issue is November 21th 2017.

Subscription of shares may take place during the period from November 20th to December 7th 2017.

Shares subscribed for with preferential rights shall be subscribed for by payment.

Shares subscribed for without preferential rights shall be subscribed for on a subscription list. Payment for shares subscribed for without preferential rights shall be made no later than five banking days following the Board's resolution on allotment, in accordance with the contract note.

The Board may approve that payment for subscribed shares are made by way of set-off regarding both shares that are subscribed for with preferential rights as well as shares which are subscribed for without preferential rights.

The Board of Directors is entitled to extend the subscription period and move forward the date of payment.

The new shares entitle the holder to a dividend for the first time on the record date of dividend which occurs immediately after the new issue has been registered with the Swedish Companies Registration Office and the shares have been entered into share ledger as held by Euroclear.

The Board, or anyone that the Board of Directors, appoints, shall be entitled to make the minor adjustments required for registration of the resolution with the Swedish Companies Registration Office.

11. Resolution regarding approval of the Board’s resolution to change the articles of association.

Subject to the EGM's approval of the Board’s resolution on a new issue of shares pursuant to item 10 and the EGM’s approval of the Board’s resolution on a new issue of warrants pursuant to item 13 , the Board proposes that the EGM approves the Board’s resolution entailing that paragraphs 4 and 5 of the Articles of Association shall read as follows:

“§ 4. The share capital shall be at least SEK 45 500 000 and no more than SEK 182 000 000.”

“§ 5. The number of shares shall be at least 13 000 000 and not more than 52 000 000.”

The Board, or anyone the Board of Directors appoints, shall be entitled to make the minor adjustments to the resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.

For resolution in accordance with the Board's proposal, the resolution is valid if supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the meeting.

13. Resolution regarding approval of the Board’s resolution to issue warrants.

Subject to the EGM’s approval of the Board’s resolution on the new issue of shares pursuant to section 10 and the authorization of the EGM of the Board’s resolution to amend the Articles of Association pursuant to item 11 , the Board proposes that the EGM resolves to approve the Board’s resolution on a new issue of not more than 12 354 970 warrants. Each warrant entitles the holder to subscribe for one (1) new share in the company. At full utilization, this entails an increase of the company’s share capital of not more than SEK 43 242 395 (after resolution to change the quota value according to item 6 ). If full conversion or subscription respectively is made of the company's convertible debenture loan series KV1 2017/2018 and KV2 2017/2018 and warrants Series TO3 2017/2018 and Series TO4 2017/2020, the resolution shall be deemed to entail a further increase of the company's share capital with not more than SEK 29 811 166 through a new issue of no more than 8 517 476 warrants.

In addition, the following conditions apply to the resolution.

The right to subscribe for the new warrants shall be granted to those entitled to subscribe for shares in the issue of shares issued by the Meeting pursuant to section 10 ("Rights Issue"). The reasons for the deviation from shareholders' preferential rights are to offer those who subscribe for shares in the Rights Issue an additional opportunity to invest in the company. The Board may only and shall allot only one (1) warrant for each allotted share to those who has been allotted shares in the Rights Issue pursuant to Section 10 .

The warrants are issued free of charge.

Subscription for the warrants may take place during the period 20th November – 7th December 2017. The Board of Directors is entitled to extend the subscription period and move forward the date of payment.

Exercise of warrants may take place from the date of registration of the issue of warrants by the Swedish Companies Registration Office until 30 September 2018 at a subscription price of SEK 5.50 per share.

The new shares shall carry a right to dividend from the record date of dividend which occurs immediately after the new issue has been registered with the Swedish Companies Registration Office and the shares are entered into the share ledger kept by Euroclear.

The Board, or anyone the Board of Directors appoints, shall have the right to make the minor adjustments required for registration of the decision with the Swedish Companies Registration Office.

T he resolution in accordance with this item is valid only if it is supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the meeting.  

14 . Resolution regarding approval of the Board’s resolution for authorizing the Board to resolve on issues.

Subject to the EGM’s approval of the Board’s resolution to revoke the Board’s authorization in accordance with item 8 , the Board of Directors proposes that the EGM resolves to approve the Board’s resolution to authorize the Board of Directors to, within the scope of the Articles of Association which is valid at the time of the Board’s utilization of the authorization, at one or more occasions, with or without preferential rights for the shareholders, resolve on an increase of the company's share capital by issues of new shares, convertible bonds and / or warrants.

Payment shall be possible to make in cash, non-cash or by way of set-off or otherwise be subject to conditions.

In the case of a new issue which entails a deviation from the shareholders' preferential rights, the subscription price shall be set at market price, subject to discount in accordance with the market, where applicable.

The purpose of the authorization, as well as the reasons for granting a new issue entailing a deviation from the shareholders' preferential rights, is to enable joint ownership of strategic partnerships, acquisitions and / or capital procurement, where payment is made, in whole or in part, with shares, convertibles and / or warrants.

The Board or anyone that the Board appoints shall be entitled to take the minor adjustments to the resolution which may prove necessary in connection with registration with the Swedish Companies Registration Office and at Euroclear.

T he resolution in accordance with this item is valid only if it is supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the meeting.  

________________________

The complete proposal and other documents required under the Companies Act will be available at the Company as of Tuesday, October 31st. The documents will also be available on the company’s website www.cybaero.se and will be presented at the EGM. Copies of the documents will be sent free of charge to shareholders upon request from the Company (see contact information above) providing they state their postal or email address.

The shareholders are reminded of their right to request information pursuant to Chapter 7 § 32 of the Companies Act.

Linköping October 2017

CybAero AB (publ)

The Board of Directors

Contact:
Michael Auerbach, Chairman of the Board

Telephone: 013-465 29 00

Email: ir@cybaero.se

This information is information that CybAero AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 23:20 CET on October 16 2017.

Web:  www.cybaero.se           Videos: www.youtube.com/cybaero

About CybAero
CybAero develops and manufactures Remotely Piloted Aircraft Systems (RPAS) for safer and more effective aerial operations in various environments, including those hazardous in nature. The company has made a great international impact with its APID One helicopter, which can be adapted for both military and civilian applications such as coastal and border surveillance, search and rescue missions, and mapping. CybAero’s head office is located in the Mjärdevi Science Park in Linköping, Sweden. The company has around 45 employees and has been listed on the Nasdaq First North since 2007. FNCA Sweden AB is the company's certified adviser.

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