Extraordinary General Meeting of CybAero AB (publ) on December 30, 2015
– The meeting resolved to elect Elisabeth Carelind, Authorized Public Accountant at KPMG, as the new auditor to replace Helena Lundquist, who has left the audit industry.
– The meeting resolved in accordance with the board’s proposal to amend the company’s articles of association as follows: (1) that the company’s business description include the operation of sensor systems, with sensor systems (Sw: ”sensorsystem”) replacing the previous name, missile systems (Sw: ”robotsystem”), and (2) that the minimum and maximum limits for the share capital and number of shares be raised, resulting in the relevant provision of section 4 being reworded as follows: “The share capital shall amount to a minimum of SEK 43,500,000 and a maximum of SEK 174,000,000” and section 5 being reworded as follows: “The number of shares shall be a minimum of 29,000,000 and a maximum of 116,000,000”. Furthermore, the meeting adds a clarification specifying (1) that the company may also elect an auditing firm as the auditor, (2) that the general meeting is to be opened by the company’s chair or a person designated by the board of directors, (3) that the general meeting is to set the number of board members and auditors to be elected by the general meeting, (4) that, where applicable, the consolidated financial statements and audit report on the consolidated financial statements are to be presented and adopted and (5) that the record date for dividends be set. In addition, the meeting is to resolve on whether parties other than shareholders are to be permitted to attend the general meeting, resulting in the removal of section 10. Finally, several changes in wording were made which do not constitute any change in substance.
– The meeting was informed that the board is planning to appoint an external nominations committee for the 2016 Annual General Meeting.
– The meeting resolved to approve the board’s decision dated December 14, 2015 to conduct a private placement as follows:
1. A private placement of a maximum of 2,749,000 shares will increase the company’s share capital by a maximum of SEK 4,123,500.
2. Existing shareholder Subversive Capital, LLC will be entitled to subscribe for the new shares. The reason for the derogation of the pre-emption rights of the shareholders is to enable greater ownership for a strategic partner and strengthen the company’s financial position.
3. SEK 8.15 will be payable for each subscribed share. The subscription price is based on the average price of the company’s shares over a certain period of time and has been set in negotiations between the company and the subscriber.
4. Subscriptions of the new shares must be entered on a subscription list within two weekdays of the board’s issue resolution. Payment must be made within ten weekdays of the date of the general meeting’s approval. The board is entitled to extend the subscription period and the payment period.
5. It has been resolved that the board, the CEO or a person appointed by the board be authorized to make minor adjustments to this resolution which may be necessary in connection with registration with the Swedish Companies Registration Office (Bolagsverket) and Euroclear.
– The board´s proposal to grant authorization for new share issues did not meet the required majority (64,8% pro, 35,2% con).
– The meeting resolved to elect Michael Auerbach and Adam Rothstein from Subversive Capital LLC as board members. In addition to his involvement with Subversive Capital, Michael Auerbach also serves as Senior Vice President of Albright Stonebridge Group (ASG), with which CybAero recently entered into a strategic partnership. Adam Rothstein manages several major funds and has a background as an investment banker.
For more information, please contact:
Mikael Hult, CEO CybAero AB, tel: +46 (0)13-465 29 00
email: mikael.hult@cybaero.se
