NOTICE OF EXTRAORDINARY GENERAL MEETING OF CYBAERO AB (PUBL)

Shareholders of CybAero AB (publ) are hereby summoned to an Extraordinary General Meeting on Thursday, April 26, 2018 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, April 20, 2018.

-        Notify the company of their attendance no later than Monday, April 23, 2018 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 Extraordinary General Meeting. Such registration must be included in the Euroclear register no later than Friday, April 20, 2018. 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 in original and any registration certificate should be sent to the company at the above address in good time before the meeting.

A power of attorney form is available on the company's website www.cybaero.se or sent free of charge to shareholders who request it (see contact details above) and provide their postal address or e-mail address.

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 to amend 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. Presentation of balance sheet for liquidation purposes and the auditor’s report on the balance sheet.

12. Resolution on whether the company shall go into liquidation or continue its business.

13. Decision on the number of board members and election of board members.

14. Closing of the meeting.

The Board of Director’s proposals

6. Decision to amend the Articles of Association

The Board proposes that the Meeting resolves on the following amendments to sections 4 and 5 of the Articles of Association:

The share capital shall be at least SEK 6,440,000 and no more than SEK 25,760,000

The number of shares shall be at least 16 100 000 and not more than 64 400 000

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, and allocation to unrestricted shareholders’ equity. The share capital shall be reduced by SEK 50 041 108.3. The reduction shall be made without retirement of shares. After the reduction, the share capital shall be SEK 6 456 917.2.

8. Resolution to issue convertible loans 

  1. The general meeting resolves to issue convertible loans to an amount of not more than SEK 4 500 000. Upon full conversion of the convertible instruments, the share capital will increase by a maximum of SEK 4 500 000
  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 European High Growth Opportunities Securitization Fund. 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 subscribed in cash not later than April 28, 2018. Payment may also be made against set-off of claims. Set off shall be deemed made upon subscription.
  8. The conversion price per share shall be equal to the lower between (i) 85 % of the lowest daily volume-weighted average price (VWAP) for the Company’s shares observed over the 20-trading days’ period preceding the day for issuance of a notice for conversion of the convertible loan or the day of automatic conversion (or 85% of SEK 1.46 if such number is lower, in the specific case of the first tranche), and (ii) 145 % of the lowest daily VWAP observed over the 15 trading days’ period preceding the issuance of the first tranche (or 145% of SEK 1.46 if such number is lower, in the specific case of the first tranche), 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.

9. Resolution to issue warrants 

  1. The general meeting resolves to issue of not more than 11 250 000 warrants series 2018/2023. 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 4 500 000.
  2. The exercise price of the warrants of the first tranche shall be equal to 110% of the lowest of (i) SEK 1.46, and (ii) the lowest daily VWAP observed over the 20 trading days’ period immediately preceding the request to issue the first tranche, 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 European High Growth Opportunities Securitization Fund. 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.

The complete proposal and other documents required under the Companies Act will be available at the Company as of Thursday, April 12, 2018. 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 March 29 2018

CybAero AB (publ)

The Board of Directors

Contact:
Tommy Magnusson, CEO

Telephone: 013-465 29 00

Email: ir@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 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 35 employees and has been listed on the Nasdaq First North since 2007. FNCA Sweden AB is the company's certified adviser.

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 07:00 CET on March 29 2018.

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