The shareholders of AVTECH Sweden AB (publ), reg. no. 556568-3108, (the "Company") is hereby summoned to the Annual General Meeting on Thursday, May 11, 2023, at 10:00 am in Kista Science Tower, Färögatan 33 in Kista.
Registration and right to participate in the General Meeting
Shareholders who wish to participate in the Annual General Meeting need to:
- be registered in the share register maintained by Euroclear Sweden AB on the record date, which is Wednesday, May 3, 2023. Shareholders who have had their shares registered in the name of a nominee with a bank or other nominee must temporarily register the shares in their own name to be able to participate in the meeting. Such re-registration shall be affected no later than Wednesday, May 3, 2023. This means that the shareholder should notify the nominee well in advance of this date.
- notify the Company no later than Friday, May 5, 2023. Notification of participation in the meeting is made by letter to AVTECH Sweden AB (publ), "Annual General Meeting", Färögatan 33, 164 51 Kista; by phone at 08- 544 104 80 or by e-mail to gmservice@avtech.aero. The notification shall include full name, date of birth or registration number, address and telephone number and, where appropriate, please be requested to provide information on representative. If shareholders wish to be represented by proxy representatives, a written and dated power of attorney addressed to the proxy must be received by the Company before the meeting. A proxy form is available on the Company's website www.avtech.aero/annual-general-meeting/ Original power of attorney shall be brought to the Annual General Meeting. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration or equivalent for the legal entity must be attached.
Proposed agenda
- Opening of the meeting and election of the chairman of the AGM
- Preparation and approval of the voting list
- Approval of agenda of the AGM
- Election of one or two persons approving the minutes
- Determination whether the AGM has been properly convened
- Presentation of annual report and auditor´s report for the financial year 2022
- Resolution with respect to adaption of income statement and balance sheet
- Resolution on the allocation of the company's earnings in accordance with the adopted balance sheet
- Resolution on discharge from liability to the company for the members of the Board of Directors and the CEO
- Determination of the number of board members, chairman of the board of directors, and deputies as well as auditors and deputy auditors or registered public accounting firm
- Determination of fees payable to the board of directors and auditor
- Election of chairman of the board, board members, deputy board members auditor and deputy auditor or registered public accounting firm
- Resolution authorizing the Board of Directors to increase share capital through new issues of shares, warrants and/or convertibles
- Closing of the meeting
Proposal for a decision
Item 1: Election of chairman of the meeting
Shareholders representing more than 50 percent of all votes in the Company have proposed to elect LL.M. Ingvar Zöögling as the Chairman of the Annual General Meeting.
Item 8: Resolution on appropriation of the company's earnings in accordance with the adopted balance sheet
The Board of Directors proposes that all funds at the disposal of the Annual General Meeting were to be carried forward.
Items 10-13: Determination of the number and election of the Chairman of the Board, board members, deputies, auditor and deputy auditors or registered auditing company, determination of fees, resolution on authorization for the Board of Directors to resolve on a new issue of Class B shares, issue of warrants and/or issue of convertible bonds.
Shareholders representing more than 50 percent of all votes in the Company have submitted the following proposals regarding items 10,11,12,13:
- the number of board members elected by the general meeting shall be four (4) ordinary and no deputies;
- the number of auditors shall be one (1) with one (1) deputy auditor;
- board fees are proposed to be paid in an annual amount of SEK 200,000 of which all ordinary members shall receive SEK 50,000 each;
- the auditor is proposed to receive fees according to approved invoice;
- re-election of the current ordinary board members Christer Fehrling, Ingvar Zöögling, Johnny Olsson and Bo Redeborn;
- re-election of Bo Redeborn as Chairman of the Board;
- re-election of the Company's auditor Camilla Beijron, R3 Revisionsbyrå KB;
- re-election of the Company's deputy auditor Benny Svensson, R3 Revisionsbyrå KB.
- The Board of Directors of AVTECH Sweden AB (publ), reg. no 556568-3108 (the "Company") proposes that the Annual General Meeting on May 11, 2023, resolves to authorize the Board of Directors for the period until the next Annual General Meeting, on one or more occasions, with or without deviation from the shareholders' preferential rights, to resolve on a new issue of class B shares, issue of warrants and/or issue of convertible bonds. A new share issue may be made with or without a regulation on non-cash consideration, set-off or other conditions referred to in Chapter 13, Section 5, first paragraph 6 of the Swedish Companies Act.
To the extent that the authorization is used for an issue with deviation from the shareholders' preferential rights, the issue price shall be market-based (subject to market-based issue discounts where applicable). The purpose of the authorization is to be able to raise working capital, to be able to carry out and finance company acquisitions or acquisitions of operating assets and to enable issues to industrial partners within the framework of collaborations and alliances.
The Company's CEO or the person appointed by the Board of Directors shall be authorized to make such minor formal adjustments to the resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office and at Euroclear Sweden AB.
Majority requirements
For a valid resolution in the matter concerning items 13, the resolution of the meeting must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Processing of personal data
Personal data retrieved from the share register, notification of participation in the Annual General Meeting and information about proxy representatives will be used for registration, preparation of the voting list for the Annual General Meeting and, where applicable, minutes of the General Meeting. For information on how personal data is processed, please refer to the privacy policy available on the Company's website: https://old.avtech.aero/privacy-policy/
Number of shares and votes
The total number of shares in the Company as of the date of this notice amounts to 56,479,561, of which 7,324,639 are A shares, 49,154,922 are B shares. No preference shares are issued as of the date of this notice. Each class A entitles to ten (10) votes and each class B share entitles to one (1) vote. The total number of votes in the Company amounts to 122,401,312. The company holds no own shares.
Disclosures at the Annual General Meeting
In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material damage to the Company and without significant inconvenience to any individual, provide information about circumstances that may affect the assessment of an item on the agenda and conditions that may affect the assessment of the Company's financial situation. Requests for such information must have been received in writing to the Company no later than ten days before the Annual General Meeting, i.e. no later than May 1, 2023, to the address: AVTECH Sweden AB, Färögatan 33, 164 51 Kista or by mail to: gmservice@avtech.aero. The information will also be sent to the shareholder who has requested it and provided his or her address.
Other
Accounting documents and auditor's report for the financial year 2022 as well as proxy forms, complete proposals and other documents that must be available in accordance with the Swedish Companies Act are available at AVTECH at Färögatan 33, 164 51 Kista and on AVTECH Sweden AB's website www.avtech.aero/annual-general-meeting/ no later than three (3) weeks before the meeting and are sent to shareholders who have so requested and stated their address.
Information Meeting
Immediately after the Annual General Meeting, a short information meeting will be held by Bo Redeborn, Chairman of the Board and David Rytter, CEO. For those who wish, there is also the opportunity to participate in the information meeting online. If so, please indicate this when pre-registering.
Please note that the Annual General Meeting is conducted with personal attendance in accordance with the notice.
You are welcome to submit a pre-registration for this information meeting by e-mail: gmservice@avtech.aero
Kista April 4, 2023
AVTECH Sweden AB (publ)
The Board of Directors
The information was submitted for publication, through the agency of the contact persons set out below, at 2023-04-04 08:30 CEST.
