NOTICE TO ANNUAL GENERAL MEETING IN ADVANCED STABILIZED TECHNOLOGIES GROUP AB
The shareholders of Advanced Stabilized Technologies Group AB, reg. no. 556943-8442 are hereby invited to attend the annual general meeting to be held on Wednesday 13 May 2020 19.00 CEST at Scandic Victoria Tower, Arne Beurlings Torg 3, 164 40 Kista.
The shareholders of Advanced Stabilized Technologies Group AB, reg. no. 556943-8442 are hereby invited to attend the annual general meeting to be held on Wednesday 13 May 2020 19.00 CEST at Scandic Victoria Tower, Arne Beurlings Torg 3, 164 40 Kista.
REGISTRATION AND NOTIFICATION
Shareholders who wish to attend the annual general meeting shall:
(i) be recorded in the share register maintained by Euroclear Sweden AB on Thursday 7 May 2020;
(ii) notify the Company of their intention to attend the general meeting not later than Thursday 7 May 2020; and
(iii) make a notification to attend the general meeting by email to david.svenn@advokaterna.org, or by letter to Advokaterna Magnusson, Ingerman, Brännström, Holmén & Svenn, "Årsstämma", Östra Storgatan 67, 553 21 Jönköping. The notification to attend shall include name, personal identification number or company registration number, address, phone number, shareholding and number of advisors if applicable.
NOMINEE REGISTERED SHARES
To be entitled to participate in the annual general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB. Shareholders who wish to realise such re-registration must advise their nominees well in advance of Thursday 7 May 2020, at which time such re-registration shall be executed.
REPRESENTATIVES ETC.
Shareholders who intend to be represented by a representative, shall provide a written, signed and dated proxy for the representative. If the proxy is issued by a legal entity, certification of registration or similar must be attached. The proxy in original and certification of registration, if applicable, shall be sent to the company at the above address well before the general meeting.
The company provides a form of proxy in English and Swedish on the company's website www.astg.se and will also be provide upon request by the shareholder.
PROPOSED AGENDA
1. Opening of the meeting.
2. Election of a chairman of the general meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda for the general meeting.
5. Election of one or two persons to verify the minutes.
6. Determination as to whether the meeting has been duly convened.
7. Presentation of the annual report and the auditor's report, the consolidated annual report and the consolidated auditor's report.
8. Information from the CEO.
9. Resolution:
- (a) concerning adoption of the profit and loss statement and the balance sheet and, the consolidated profit and loss statement and consolidated balance sheet;
- (b) concerning allocation of the Company's profit or loss in accordance with the adopted balance sheet; and
- (c) concerning discharge from liability of the directors and the managing director.
10. Resolution in respect to the remuneration for the directors of the board and the auditor.
11. Election of the board of directors and audit firm or auditors.
12. Resolution regarding the nominating committee for the annual general meeting 2021.
13. Resolution regarding authorisation for the board of directors to, until the end of the next annual general meeting, on one or more occasions, with or without deviation from the shareholders preferential right, resolve to issue shares, warrants and/or convertibles.
14. Closing of the meeting.
NOMINATION COMMITTEE
The nomination committee has consisted of Fredrik Lundgren and Sven-Olof Hagelin.
PROPOSAL FOR RESOLUTIONS
Item 2 - Election of a chairman of the general meeting.
The nomination committee proposes Andreas Börjesson to be the chairman of the annual general meeting.
Item 9 (b) - Resolution concerning allocation of the company's profit or loss
The board of directors propose that the company's result is brought forward.
Item 10 - Resolution in respect to the remuneration for the directors of the board and the auditor
The nomination committee proposes that, for the period until the end of the next annual general meeting, the remuneration to the chairman of the board shall be SEK 200,000 and SEK 100,000 for each of the directors of the board.
It is also proposed that the auditor's fee is to be paid as per approved invoice.
Item 11 - Election of the board of directors and audit firm or auditors
The nomination committee proposes that the board of directors shall consist of five (5) ordinary members and 0 deputy directors.
The nomination committee proposes, for the time until the end of the next annual general meeting, re-election of David Svenn, Lars Jehrlander, Bengt Jagaéus, Magnus Edman and Jonas Eklind.
The nomination committee proposes to, for the time until the end of the next annual general meeting, elect PricewaterhouseCoopers (PwC) AB as auditor with Tobias Stråhle as auditor in charge.
Item 13 - Resolution regarding the adoption of new articles of association
The board of directors propose that the annual general meeting resolves to change §4 in the articles of association to amend the limits for the lowest and highest amount of shares as well as the lowest and highest allowed share capital and §4 shall have the wording as follows.
- § 4 Share capital and amount of shares
The share capital shall be shall be not less than SEK 1,283,811.579980 and not more than SEK 5,135,246.319920.
The total number of shares shall be not less than 18,750,000 and not more than 5,000,000. Shares may be issued in two (2) classes, Series A and Series B. The number of Series A shares shall be not less than 150,000 and not more than 600,000 and the number of Series B shares shall be not less than 18,600,000 and not more than 47,400,000. Each Series A share carries ten (10) votes. Each Series B share carries one (1) vote.
If the company decides to issue shares, warrants or convertibles through a cash issue or set-off issue, all shareholders shall have preference to subscribe for new shares, warrants or convertibles in relation to the proportion of the share capital constituting their shares, irrespective of the class of shares (equal preferential right).
Item 14 - Resolution regarding authorisation
The board of directors propose that the annual general meeting resolves to authorise the board of directors according to the following:
The board of directors is authorised to, until the end of the next annual general meeting, at one or several occasions, with or without the deviation of the shareholders' preferential rights, with or without provisions regarding set off or payment in kind, resolve to issue new shares, warrants and/or convertible bonds. Issues made under the authorisation shall be om market terms and in case of deviation from the shareholders' preferential rights, be in order to enable acquisitions, set-off debt and strengthen the Company's equity. The board of director or the person that the board of directors appoints, shall be authorised to make any minor adjustments to the resolution regarding authorisation that might be needed in connection with registration of the resolution with the Swedish Companies Registration Office.
A valid resolution in accordance with the above requires support by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the annual general meeting.
SHARES AND VOTES
At the time of the notice the Company has a total of 27,511,664 outstanding shares, whereof 295,302 are shares of series A with 10 votes each and 27,216,362 shares of series B with 1 vote each.
INFORMATION AT THE ANNUAL GENERAL MEETING
At the general meeting the board of directors and the managing director shall, upon request by any shareholder and if the board of directors believes that it can be made without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda and any circumstances which may affect the assessment of the company's financial position in accordance with Chapter 7 Section 32 of the Swedish Companies Act (2005:551).
The duty to provide information also applies to the Company's relationship to other group companies. If the company is a parent company, the duty to provide information shall also apply to the group accounts and such circumstances regarding subsidiaries as specified in the first paragraph.
Questions can be sent in advance to info@astg.se.
DOCUMENTATION
The annual report for 2019, consolidated annual report, the auditor's report and the nominating committee's proposals, will be available at the Company, on the Company address set out above, no later than three (3) weeks prior to the annual general meeting and at the annual general meeting. The documents will also free of charge be sent to shareholders who so request and state their address. In respect of the other items, complete proposals are provided under the respective item in the notice.
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Stockholm in April 2020
Advanced Stabilized Technologies Group AB
The board of directors
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Carsten Drachmann, CEO
e-post: carsten.drachmann@astg.se
Telefon: +45 4063 4036
ASTG includes the wholly owned subsidiary AIMS AB.
ASTG AB develops, manufactures and sells innovative 4-axes stabilizing VSAT antennas for maritime use. The company is also selling development projects based on C2SAT's antenna platform. AIMS AB develops and sells advanced inertial sensor units (IMUs) designed to measure movements in three dimensions.
The company's registered office is in Stockholm, Sweden.
The company is listed at Nordic SME stock exchange.