NOTICE OF EXTRAORDINARY GENERAL MEETING OF CYBAERO AB (PUBL)

Shareholders of CybAero AB (publ) are hereby summoned to an Extraordinary General Meeting on Thursday, August 24th2017 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 meeting must:

-        Be registered in the Euroclear Sweden AB (”Euroclear”) share register as of Friday, August 18th2017.

-        Notify the company of their attendance no later than Monday, August 21stat 13.00 CEST.

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.

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 Annual General Meeting. Such registration must be included in the Euroclear register no later than Friday, August 18th2017. 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. Resolution on aggregation of shares and to change the articles of association

7. Resolution to reduce the share capital

8. Presentation of documents according to 14 chapter 8 §, 15 chapter 8 and 9 §§ of the Companies Act

9. Resolution to issue convertible loans.

10. Resolution to issue warrants.

11. Resolution for authorizing the Board to resolve on issues.

12. Closing of the meeting.

The Board of Director’s proposals

6. Resolution on aggregation of shares and to change the articles of association

The general meeting resolves to make a so called reverse split 10:1, (one new share for every ten old shares) and make the following changes in § 4 and § 5 of the Articles of Association:

The minimum share capital shall be SEK 24 000 000 and the maximum share capital shall be SEK 96 000 000

The minimum number of shares shall be 6 000 000 and the maximum number of shares shall be 24 000 000.

7. Resolution to reduce the share capital

The general meeting resolves to reduce the share capital to cover losses, where unrestricted shareholders’ equity equal to the loss is not available. The share capital shall be reduced with SEK 66 869 174. The reduction shall be made without retirement of shares. After the reduction the share capital shall be SEK 24 316 060.

9. Resolution to issue convertible loans

  1. The general meeting resolves to issue convertible loans to an amount of not more than SEK 6 944 585. Upon full conversion of the convertible instruments the share capital will increase by a maximum of SEK 6 944 584.
  2. The Subscription Price shall be equal to the nominal value of the convertible loans.
  3. The convertible loans shall not carry any interest.
  4. The convertible loans may at request by the proprietor be converted into shares during the period commencing on the date of registration at the Swedish Companies Registration Office of the resolution regarding the issue and twelve (12) months thereafter. In addition conversion occurs automatically on the day twelve months after the registration date.
  5. With deviation from the shareholders’ preemptive rights, the convertible loans shall only be subscribed for by Bracknor. Allotment above this is not permitted.
  6. Subscription for convertible loans shall be made on a subscription list within one week of the date of the resolution to issue the convertible loans. 
  7. The convertible loans shall be paid in cash not later than August 27th2017. Payment may be made against set-off of claims. Set off shall be deemed made upon subscription.
  8. The conversion price per share shall be eighty eight percent (88%) of the lowest closing volume-weighted average price observed over a period of fifteen (15) trading days immediately preceding (i) the issuance of a conversion notice or (ii) automatic conversion, however not below the quotient value.
  9. The reason for deviating from the shareholders' preemptive rights is to facilitate ownership for strategic partners, acquisitions and/or capital raising.
  10. The new shares entitle to dividends as of the record date, occurring after the new shares have been registered at the Companies Registration Office and the shares are entered in the share register at Euroclear Sweden AB.
  11. The Board, the managing director, or anyone appointed by the Board, is entitled to make such minor adjustments to the resolution that may be necessary upon the registration at the Companies Registration Office and Euroclear.

10. Resolution to issue warrants

  1. The general meeting resolves to issue of not more than 520 843 warrants series 2017/2018 subject to the reverse split. Each warrant entitles to subscribe for one (1) share. If the issue is subscribed for in full, the share capital will increase by a maximum of SEK 2 083 372.
  2. The Subscription Price shall be equal to 125% of the lower between (i) the closing volume-weighted average price on the trading day immediately preceding the date of signature of the engagement letter (i.e. SEK 0.6439, after aggregation 6,439 SEK); and (ii) the closing volume-weighted average price on the trading day immediately previous the request to issue the convertible loan, however not below the quotient value.
  3. The warrants may be exercised to subscribe for new shares during the period commencing on the date of registration at the Swedish Companies Registration Office of the resolution regarding the issue and sixty (60) months thereafter.
  4. With deviation from the shareholders’ preemptive rights, the warrants shall only be subscribed for by Bracknor. Allotment above this is not permitted. 
  5. Subscription for warrants shall be made on a subscription list within one week of the date of the resolution to issue the warrants.
  6. The warrants shall be issued without consideration.
  7. The reason for deviating from the shareholders' preemptive rights is to facilitate ownership for strategic partners, acquisitions and/or capital raising.
  8. The new shares entitle to dividends as of the record date, occurring after the new shares have been registered at the Companies Registration Office and the shares are entered in the share register at Euroclear Sweden AB.
  9. The Board, the managing director, or anyone appointed by the Board, is entitled to make such minor adjustments to the resolution that may be necessary upon the registration at the Companies Registration Office and Euroclear.

11. Resolution to authorize the Board to resolve on issues

  1. The Board is authorized for the period until the next Annual General Meeting, on one or more occasions, and with or without deviation from the shareholders’ preemptive rights, to adopt a resolution to increase the share capital of the company by issuing shares, convertible debt instruments and/or warrants, amounting to a total increase in the company’s share capital by a maximum of SEK 46 732 972 , corresponding to a maximum of 11 683 243 new shares.
  2. Payment could be made in cash, in kind, or by set-off or otherwise be subject to certain conditions.
  3. Upon a share issue with deviation from the shareholders’ preemptive rights, the subscription price shall be the market price, subject to, where appropriate, a discount in accordance with the conditions on the market.
  4. The object of the authorization, and also the reason for permitting issues with deviation from the shareholders’ preemptive rights, is to facilitate ownership for strategic partners, acquisitions and/or capital raising, where payment, wholly or partly, could be made in shares, convertible debt instruments and/or warrants.
  5. The Board, the managing director, or anyone appointed by the Board, is entitled to make such minor adjustments to the resolution that may be necessary upon the registration at the Companies Registration Office and Euroclear.

The complete proposal and other documents required under the Companies Act will be available at the Company as of Thursday, August 10th. The documents will also be available on the company 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 August 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 18:30 CET on July 26 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 50 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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