Notice to attend the extraordinary general meeting in AAC Clyde Space AB (publ)
2023-09-29 AAC Clyde Space AB (publ)
The shareholders in AAC Clyde Space AB, reg. no. 556677-0599 (the "Company"), are hereby given notice to attend the extraordinary general meeting at 13:00 CET on Wednesday 1 November 2023 at the Company's premises on Dag Hammarskjölds väg 48 in Uppsala, Sweden.
Shareholders wishing to participate at the meeting must:
- be entered in the shareholders' register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Tuesday 24 October 2023; and
- notify the Company of their attendance and any assistant no later than Thursday 26 October Notification can be made via letter to AAC Clyde Space AB, Attn: Ann-Christin Lejman, Uppsala Science Park, 751 83 Uppsala, Sweden or by e-mail to [email protected].
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Tuesday 24 October 2023 at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday 26 October 2023, will, however, be taken into account in the preparation of the share register.
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the Company's website www.aac-clyde.space. The original version of the power of attorney shall also be presented at the meeting.
- Election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one (1) or two (2) persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Resolution on
- a) directed issue of shares (equalisation issue),
b) changes to the articles of association with respect to the number of shares, and
c) consolidation of shares; and
- Closing of the meeting.
Item 1. Election of chairman of the meeting
The board of directors proposes that Rolf Hallencreutz is elected chairman of the meeting.
Item 6. Resolution on a) directed issue of shares (equalisation issue), b) changes to the articles of association with respect to the number of shares, c) consolidation of shares
The board of directors proposes that the general meeting resolves upon a) a directed new issue of shares, b) changes to the articles of association with respect to the number of shares, and c) consolidation of shares as follows. The proposals shall be considered as one proposal and therefore adopted by the general meeting as one and the same resolution.
a) Directed issue of shares (equalisation issue)
In order to achieve a number of shares in the Company that is evenly divisible by fifty (50), which enables the consolidation of shares in accordance with item c) below and to contribute shares to the shareholders whose number of shares is not evenly divisible by fifty (50), the board of directors proposes that the general meeting resolves on an issue of shares with a deviation from the shareholders' preferential rights. The resolution shall otherwise be governed by the following terms and conditions.
- Through the share issue, the Company's share capital shall be able to increase by not more than SEK 18,000 through a new issue of not more than 450,000 new shares, each with a quota value of SEK 0.04.
- The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, only vest with Vator Securities AB. The reasons for the deviation from the shareholders preferential rights is to ensure that the total number of shares in the Company is evenly divisible by fifty (50) and so that the relevant shares are allotted to shareholders whose shareholding are not evenly divisible by fifty (50).
- A subscription price of SEK 0.04 shall be paid for each new share. The subscription price corresponds to the shares' quota value.
- Subscription for shares shall be made on a subscription list provided by the Company no later than three (3) banking days after the resolution made by the general meeting. Payment shall be made to an account designated by the Company no later than five (5) days after the resolution made by the general meeting. The board shall have the right to extend the subscription period and the time for payment.
- The new shares shall entitle to dividends as from the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.
b) Changes to the articles of association with respect to the number of shares
In order to enable the consolidation of shares as set out in item c), the board of directors proposes that the general meeting resolves on changes to the articles of association whereby the limits in § 5 are changed from ""The number of shares in the company shall be no less than 200,000,000 and no more than 800,000,000" to "The number of shares in the company shall be no less than 5,000,000 and no more than 20,000,000".
c) Consolidation of shares
In order to achieve a suitable number of shares in the Company, the board of directors proposes that the general meeting resolves upon a consolidation of the Company's shares (1:50), whereby the number of shares in the Company is reduced by combining fifty (50) shares into one (1) share. The board shall be authorised to determine the record date for the consolidation (to occur after the resolution has been registered with the Swedish Companies Registration Office) and to take all other measures required for implementing the consolidation.
If a shareholders' shareholding does not correspond to a full number of new shares, i.e., is not evenly divisible by fifty (50), such shareholder will receive as many shares as necessary free of charge (1-49) that their shareholding, after adding the shares provided, becomes evenly divisible by fifty (50), so-called rounding up.
Further information on the procedure for the consolidation will be announced in conjunction with the board resolving on the record date. The board of directors, or a person appointed by the board of directors, shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.
Number of shares and votes in the Company
The total number of shares and votes in the Company at the time of issuance of this notice is 284,741,764. The Company does not hold any of its own shares.
Shareholders' right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the managing director are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the Company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda.
Documents to be dealt with at the general meeting will be kept available at the Company's office not later than two weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the Company's website www.aac-clyde.space. All the above mentioned documents will also be presented at the general meeting.
AAC Clyde Space AB
Uppsala, September 2023
The board of directors
Official version of notice to attend the extraordinary general meeting
The official version of the notice to attend the extraordinary general meeting is in the Swedish language and available for download at www.aac-clyde.space.
ABOUT AAC CLYDE SPACE
AAC Clyde Space specialises in small satellite technologies and services that enable businesses, governments and educational organisations to access high-quality, timely data from space. Its growing capabilities bring together three divisions:
Space Data as a Service - delivering data from space directly to customers
Space missions - turnkey solutions that empower customers to streamline their space missions
Space products and components - a full range of off-the-shelf and tailor-made subsystems, components and sensors
AAC Clyde Space aims to become a world leader in commercial small satellites and services from space, applying advances in its technology to tackle global challenges and improve our life on Earth.
The Group's main operations are located in Sweden, the United Kingdom, the Netherlands, South Africa and the USA, with partner networks in Japan and South Korea.
AAC Clyde Space's shares are traded on Nasdaq First North Premier Growth Market. Erik Penser Bank AB is the Certified Adviser. The share is also traded on the US OTCQX-market under the symbol ACCMF.
Om AAC Clyde Space
AAC Clyde Space erbjuder satellitmarknaden avionikprodukter (elektronik för rymd) med fokus på datahantering såsom omborddatorer och massminne samt strömförsörjning.
Få löpande information från AAC Clyde Space via e-post.