Notice to attend the annual general meeting in AAC Clyde Space AB (publ)

Information in relation to the corona virus (COVID-19)

In view of the recent developments of the spread of the corona virus (COVID-19), the board of directors has, in accordance with section 20 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations resolved to not allow shareholders to participate in person or by proxy at the general meeting held on Thursday 27 May 2021. Shareholders may however influence the meeting by postal voting in accordance with the below.

Advance voting

The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Be advised that this is the only possible way to attend and vote at the general meeting held on Thursday 27 May 2021. A special form shall be used for advance voting. The form is available on the Company's website, www.aac-clyde.space. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.

The completed voting form must be submitted to the Company no later than on Wednesday 26 May 2021. The completed and signed form shall be sent to the address AAC Clyde Space AB, Attn: Ann-Christin Lejman, Uppsala Science Park, SE-751 83 Uppsala, Sweden. A completed form may also be submitted electronically and is to be sent to: [email protected]. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.

To be able to vote in advance shareholders 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 Wednesday 19 May 2021. Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the register of shareholders 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 Wednesday 19 May 2021, at which time the register entry must have been made. Voting rights registration that has have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Friday 21 May 2021, will, however, be taken into account in the preparation of the share register. Personal data collected from the register of shareholders kept by Euroclear Sweden AB will be used for registration, preparation of register of voters for the meeting and, where applicable, minutes of the meeting.

The advance voting form (postal ballot) gives shareholders the opportunity to vote for an agenda item to be raised at a future shareholders' meeting instead. In order for a resolution (item on the proposed agenda) to be postponed to a future shareholders' meeting, it is required that shareholders of at least one tenth of all shares in the Company request it. In such cases, the board of directors shall determine the date of the future shareholders' meeting, at which shareholders shall be allowed to participate in person and by proxy.

Further instructions and conditions is included in the form for advance voting.

About the meeting

The general meeting will be held on Thursday 27 May 2021 at 10.00 CET, shareholders may not attend in person or by proxy. Physical presence at the meeting will be limited to persons that is required in order to carry out the general meeting (e.g. chairman of the meeting, keeper of the minutes and someone to attest the minutes). The board of directors has appointed attorney Marcus Nivinger to open the general meeting.

                            
Proposed agenda

1.                 Election of chairman of the meeting;

2.                 Preparation and approval of the voting list;

3.                 Approval of the agenda;

4.                 Election of one (1) or two (2) persons who shall approve the minutes of the meeting;

5.                 Determination of whether the meeting has been duly convened;

6.                 Submission of the annual report and the auditors' report and, where applicable, the consolidated financial statements and the auditors' report on the group;

7.                 Resolution in respect of adoption of the profit and loss statement and the balance sheet and, where applicable, the consolidated profit and loss statement and the consolidated balance sheet;

8.                 Resolution in respect of allocation of the company's profit or loss according to the adopted balance sheet;

9.                 Resolution in respect of the members of the board of directors' and the managing director's discharge from liability;

10.              Determination of the number of members of the board of directors and the number of auditors and, where applicable, deputy auditors;

11.              Determination of fees payable to the members of the board of directors and the auditors;

12.              Election of the members of the board of directors, auditors and, where applicable, deputy auditors;

13.              Resolution on an authorization for the board of directors to increase the share capital; and

14.              Closing of the meeting

Proposed resolutions nomination committee

The nomination committee, consisting of Anders Axelsson (appointed by Biljon AB), John Wardlaw (appointed by Coralinn LLP), Mathias Dittrich (appointed by Soltorpet AB) and Rolf Hallencreutz (chairman of the board in the Company) has submitted the following proposals. The nomination committee has presented the following proposed resolutions in relation to items 1 and 10-12 in the proposed agenda. The nomination committee has found no reason to present any proposal for the amendment of the principles for the appointment of and instructions concerning a nomination committee, adopted at the annual general meeting held 23 May 2019. The principles are available at the company's website.

Item 1. Election of chairman of the meeting

The nomination committee proposes that attorney Marcus Nivinger (Setterwalls Advokatbyrå) is elected chairman of the meeting, and in his absence, any other person appointed by the board instead.

Item 10: Determination of the number of members of the board of directors and the number of auditors and, where applicable, deputy auditors

The nomination committee proposes that the board of directors shall consist of six (6) members without deputy members and that the company shall have one (1) registered auditor.

Item 11: Determination of fees payable to the members of the board of directors and the auditors

The nomination committee proposes that the fees to the board of directors, until the end of the next annual general meeting, shall amount to SEK 450,000 to the chairman of the board of directors and SEK 225,000 to each ordinary member of the board of directors. The nomination committee proposes that the fees to the company's auditor be paid in accordance with approved invoices.

Item 12: Election of the members of the board of directors, auditors and, where applicable, deputy auditors

The nomination committee proposes re-election of Rolf Hallencreutz, Per Aniansson, Per Danielsson, Will Whitehorn and Anita Bernie as well as the new-election of Nicole Robinson as ordinary board members until the end of the next annual general meeting. Furthermore, it is proposed that Rolf Hallencreutz is re-elected as chairman of the board of directors. Information about the proposed members of the board will be available at the company's website www.aac-clyde.space.

The auditing company Öhrlings PricewaterhouseCoopers AB is proposed to be re-elected as auditor, which is in accordance with the board's recommendation.

The board of directors' proposed resolutions

The board of directors of the Company has presented the following proposed resolutions in relation to item 2, 4, 8 and 13 in the proposed agenda.

Item 2. Preparation and approval of the voting list

The board of directors proposes that the chairman of the meeting shall complete the voting list together with the person approving the minutes based on received and valid postal voting forms.

Item 4. Election of one (1) or two (2) persons who shall approve the minutes of the meeting

The board of directors proposes that one person is elected to approve the minutes, and that this person shall be Magnus Melin (Setterwalls Advokatbyrå), and in his absence, any other person appointed by the board instead.

Item 8. Resolution in respect of allocation of the company's profit or loss according to the adopted balance sheet

The board of directors proposes that the company's accumulated profits shall be carried forward in new account and that no dividend shall be paid for the financial year 2020.

Item 13. Resolution on an authorization for the board of directors to increase the share capital

The board of directors proposes that the general meeting resolves on an authorization for the board of directors to - for the period up to the next annual general meeting and at one or more occasions - resolve upon issuance of new shares, warrants and/or convertible debentures. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. The company's share capital may by support of the authorization be increased by an amount corresponding to 20 per cent of the share capital and number of shares in the company as of on the date the board of directors make use of the authorization. Deviation from the shareholders' preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the company due to timing, commercial or similar reasons, and in order to enable acquisitions. The chairman of the board of directors, the managing director, or anyone authorized by the board of directors, shall have the right to make any minor adjustments required in order to register this resolution. For a valid decision on the proposal on an authorization for the board of directors, as outlined above, requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast and the shares represented at the meeting.

Number of shares and votes in the company

The total number of shares in the company at the time of issuance of this notice is 186,419,996. 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)) and section 23 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, 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 significant harm to the company, provide information in respect of any circumstances which may affect the assessment of an item on the agenda or of the Company's economic situation. Such duty to provide information also comprises the Company's relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence. Any such request shall be sent to the company in writing no later than ten days prior to the general meeting. The request shall be sent to the company's address: AAC Clyde Space AB, Attn: Ann-Christin Lejman, Uppsala Science Park, SE-751 83 Uppsala, Sweden or via email to: [email protected]. If such request can be met without significant harm to the Company the information will be sent to the shareholder who requested the information and be kept available in written form at the Company's premises no later than five days prior to the general meeting.

Documentation

The financial accounts, auditor's report, and other documents to be dealt with at the general meeting will be kept available at the Company's office not later than three 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.

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AAC Clyde Space AB (publ)

Uppsala, April 2021

The board of directors

Official version of notice to attend the annual general meeting

The official version of the notice to attend the annual general meeting is in the Swedish language and available for download at www.aac-clyde.space.

FOR MORE INFORMATION:
Please visit: www.aac-clyde.space or contact:
Chairman of the Board Rolf Hallencreutz [email protected]
CFO Mats Thideman, [email protected], mobile +46 70 556 09 73

The following documents can be retrieved from beQuoted
AAC-Clyde-Space-Press-release-2021-04-27.pdf

ABOUT AAC CLYDE SPACE
The group AAC Clyde Space offers turnkey solutions and services from mission design to on-orbit operations, including reliable customizable satellite platforms in the range of 1 to 50 Kg and a full range of subsystems for cube and small satellites. With unrivalled flight heritage and end-to-end service, AAC Clyde Space enables customers to reach their mission goals through a single, trusted point of contact.

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