NOTICE OF ANNUAL GENERAL MEETING OF CYBAERO AB (PUBL)
Shareholders of CybAero AB (publ) are hereby summoned to the Annual General Meeting on Wednesday, June 1st 2016 at 14.00 CET at the company facilities at Teknikringen 7, Mjärdevi Science Park, Linköping, Sweden.
Notifications etc.
Shareholders who wish to attend the meeting must:
- Be registered in the Euroclear Sweden AB ("Euroclear") share register as of Thursday, May 26th2016.
- Notify the company of their attendance no later than Monday, May 30th2016 at 13:00 CET.
Notification of participation at the meeting 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, Sweden.
The notification of attendance should include the name, personal or corporate identity number, address, phone number, number of shares and any assistants or agents.
Trusts, securities brokers, nominees etc.
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 Annual General Meeting. Such registration must be included in the Euroclear register no later than Thursday, May 26th 2016. 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 meeting.
Proposed agenda
1 Election of Chairman of the Meeting.
2 Preparation and approval of voting list.
3 Approval of the agenda.
4 Election of two attestants.
5 Determination of whether the Meeting has been duly convened.
6 Presentation of the annual report and audit report.
7 Decisions:
a) a)Adoption of the income statement and balance sheet,
b) b)Appropriation of profit according to the adopted balance sheet;
c) c)Discharge from liability of the Directors and the Managing Director.
8 Determination of the number of Board members and auditors.
9 Determination of the fees for the Board and auditors.
10 Election of the Board members and auditors.
11 Resolution to authorize the Board to decide on new issues.
12 Resolution regarding issuance of warrants.
13 Other matters.
14 Closing of the meeting.
Propositions for resolution
Item 11 – Resolution on authorization
The Board's proposal regarding authorization for the issue includes the following terms:
- The Board is authorized until the next AGM, on one or more occasions, with or without preferential rights for shareholders, to decide on increasing the share capital through the issue of shares, convertibles and / or warrants. This means that the company's share capital may increase by a maximum of 4 500 000 or the equivalent of 3 000 000 new shares.
- Payments may be made in cash, in kind, by offset or otherwise in compliance with the related conditions.
- In the new issue, deviation from the shareholders' preferential subscription price shall be added to the market price, subject to customary issue discount, where applicable.
- The purpose of this authorization, as well as the reasons for permitting the new share issue with deviation from shareholders' preferential rights is to enable ownership of strategic partners, acquisitions and/or capital where payment totally, or partly, consists of shares, convertibles and/or warrants.
- At the date of convening the Annual General Meeting, 31,994,819 shares are issued. Upon full exercise of the authorization, the dilution will amount to a maximum of approximately 8.6 percent.
A resolution in accordance with the Board's proposal, requires approval of shareholders representing at least two thirds of both the votes cast at the meeting and the represented shares.
Item 12 - Resolution regarding issuance of warrants
Shareholder Mikael Hult suggests the following conditions on the issue of warrants:
1. The Annual General Meeting resolves to issue not more than 1,000,000 warrants (incentive). Each warrant entitles the holder to subscribe for one (1) new share in CybAero.
2. The price at which subscription of shares shall take place, should amount to 140 percent of the underlying share traded volume weighted average price of the Nasdaq First North during the period April 1stto May 10th2016.but not under the current shares quota value.
3. Subscription of shares based on warrants shall take place during the period December 15th2018 to January 15th2019.
4. The warrants shall, with deviation from the shareholders only have the right to be subscribed by CybAero Securities AB, a CybAero wholly owned subsidiary (the "Subsidiary"), given that the Annual General Meeting resolves the issue.
5. The warrants are issued free of charge to the Subsidiary. It is intended that the Subsidiary subsequently, on one or more occasions, will transfer the warrants to persons of great value to the Company's future development ("Participants"), as part of one of the Company established incentive programs. The incentive program covers board, management, key personnel and other employees.
6. For the warrants that the Subsidiary transfers to the participants, the participants will pay a premium, equivalent to the prevailing market value according to an independent valuation using the Black & Scholes formula.
7. The Annual General Meeting approves the transfer of the warrants to the participants.
8. The reason for the deviation from shareholders preferential rights is that the incentive program will increase the participants' responsibility and participation in the company's development, and motivate continuation of employment and/or commitment of the Company. The incentive program also increases the Company's ability to succeed in the recruitment of staff for key positions in the Company.
9. At the date of convening the Annual General Meeting there are 31,994,819 shares issued. Upon full exercise of the warrants, the dilution will amount to an approximate maximum of 3.0 percent.
Decisions under item 12 are valid only if approved by shareholders representing at least nine tenths of both the votes cast at the meeting and the represented shares.
The annual report, audit report and other documents required under the Companies Act will be available at the Company as of Wednesday May 11th2016. The Board's complete proposal for resolution regarding authorization and the issue will be available at the Company as of Wednesday, May 18th 2016. The documents will also be available on the company website www.cybaero.se and will be presented at the AGM. 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 May 2016
CybAero AB (publ)
The Board
For more information, please contact:
Mikael Hult, CEO, CybAero AB, tel. 46 (0)70 5642545 e-mail: mikael.hult@cybaero.se
Web: www.cybaero.se Videos: www.youtube.com/cybaero
About CybAero
CybAero develops and manufactures Remotely Piloted Aircraft Systems (RPAS) for safer and more cost-effective operations in hazardous environments.The company has made a great international impact with its APID ONE helicopter, which can be adapted for for exemple coastal and border surveillance, search and rescue missions, and mapping.
CybAero has its head office in the Mjärdevi Science Park in Linköping, Sweden. The company has more than 50 employees and has been listed on NASDAQ OMX First North since 2007. Remium Nordic AB is the company’s certified adviser.