NOTICE OF EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting (“EGM”) in Aerocrine AB (publ) will be held on Monday October 21, 2013, 5.00 p.m. CET at the company’s offices, Råsundavägen 18 in Solna, Sweden.
Right to attend and notice of attendance
Shareholders who wish to attend the EGM must be recorded in the share register maintained by Euroclear Sweden AB on Tuesday October 15, 2013 and notify the company of their intention to attend by no later than Tuesday October 15, 2013, preferably before 3.00 p.m. CET. Notice of attendance is made in writing to Aerocrine AB, P.O. Box 1024, 171 21 Solna, Sweden, or by phone +46-8-629 07 80, or by e-mail info@aerocrine.com. The notice of attendance shall include name, personal or corporate ID number, address and phone number. The same dates, addresses, etc. apply for notifying the company of any accompanying advisors. Powers of attorneys, certificates of incorporation and other documents of authorization must be presented at the EGM, but can preferably be sent to the company in connection with the notice of attendance. Power of attorneys must be presented in original and shall not be older than one year, provided that the power of attorney does not state a longer period of validity (maximum 5 years). A proxy form is available on the company’s website, www.aerocrine.com, and may also be ordered from the company at the above address.
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the EGM, request that the nominee re-register their shares in the name of the shareholder, so that the shareholder is recorded in the share register on Tuesday October 15, 2013. Such registration may be temporary.
Proposed agenda
- Opening of the Meeting
- Election of the Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons approving the minutes
- Determination of whether the Meeting has been duly convened
- Approval of transfer of the shares in Aerocrine Europe GmbH
- Closing of the Meeting
Approval of transfer of the shares in Aerocrine Europe GmbH (item 7)
The board proposes that the Meeting approves Aerocrine’s transfer of the shares in Aerocrine Europe GmbH (Swiss corporate ID No. CH-020.4.047.364-2) (the “Company”) to Morten Gunvad (the “Buyer”).
The Company, a wholly-owned subsidiary of Aerocrine, conducts limited administrative operations for Aerocrine’s account in Switzerland. The Company’s operating result amounted to CHF -46,500 (approx. SEK 325,000) for the financial year 2012. Aerocrine has entered into a letter of intent regarding the transfer of the shares in the Company to the Buyer. The Buyer is, up until October 31, 2013, Vice President Commercial Operations EU & ROW of Aerocrine as well as managing director of the Company, meaning that the transfer falls within the scope of Chapter 16 of the Swedish Companies Act (the so-called Leo rules) and thus is subject to approval by the General Meeting of Aerocrine.
The Buyer has expressed an interest in acquiring the Company in connection with his departure from the group. The proposed transfer of the shares in the Company will be preceded by an asset transfer from the Company to a newly-formed Swiss subsidiary of Aerocrine. Consequently, the Company will basically be an empty shell at the time of the share transfer, and the purchase price therefore will be CHF 20,000 (approx. SEK 140,000), which corresponds to the share capital of the Company. The transfer will be conditional on it being essentially cost neutral to the Aerocrine. A sale of the Company therefore is not in itself expected to affect Aerocrine’s financial position.
A resolution approving the share transfer requires that the proposal is supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the Meeting.
Documents, etc.
The Board’s proposal in respect of item 7 is set out above. It will be sent upon request to shareholders who provide their postal address and will also be available at the EGM.
Upon request by a shareholder and where the Board believes that it can be done without significant harm to the company, the Board and the CEO will at the EGM provide information on circumstances which may affect the assessment of a matter on the agenda and on the company’s relation to other group companies.
There are 154,581,405 shares and votes in the company as at the issuance of this notice.
Solna in September 2013
Aerocrine AB (publ)
The Board of Directors
Aerocrine is required to disclose the information provided herein pursuant to NASDAQ OMX Stockholm’s rulebook. The information was submitted for publication at 08:01 am on September 27, 2013.