Right to attend the meeting
Shareholders wishing to participate in the Meeting must be recorded in the share register maintained by Euroclear Sweden AB no later than Monday, June 3 2013, and inform the Company of their intention to participate and of any advisors that the shareholder intends to be accompanied by at the Meeting, no later than June 3 2013. Shareholders whose shares have been registered in the name of a trustee must temporarily have the shares re-registered in their own name no later than June 3 2013, in order to be able to attend the meeting.
Applications to participate in the meeting
Application to participate in the Annual General Meeting shall conform to one of the following options: by ordinary mail to AVTECH Sweden AB (publ), Lönnvägen 2, 183 43 Åkersberga, Sweden, att: Jonas Saric; by telephone +46 8-544 104 80, by fax +46 8-544 104 89 or by e-mail to info@avtech.aero. In their notification, shareholders should state their name, personal identity number, telephone number and the name of any advisors. If participation is by proxy, the power of attorney and – assuming the issuer of the power of attorney is a legal entity – certified proof of registration, or other document proving the signatory’s authorization, must be sent to the Company prior to the Meeting.
Proposed agenda for the meeting
1. Election of Chairman of the Meeting.
2. Preparation and approval of voting list.
3. Approval of the Agenda.
4. Election of either one or two minutes-checkers.
6. Presentation of the annual report and the auditor’s reports and the consolidated financial statements.
7. Adoption of the Parent Company’s income statement and balance sheet and the consolidated income statement and balance sheet.
8. Disposition to be made of the company’s profits in accordance with the adopted balance sheet.
9. Adoption of decision regarding the discharge of the members of the Board of Directors and of the President from personal liability.
10. Decision regarding number of Board members.
11. Decision regarding remuneration of the Board and auditing firm.
12. Election of Board, Chairman of the Board, auditors and auditing company.
13. Proposal for authorization of the Board to make decision about a new share issue.
14. Closing of meeting.
Decision proposals
Election of Chairman of the Meeting (bullet 1)
Shareholders representing more than 60% of the votes suggest election of Ingvar Zöögling as the Chairman of the meeting.
Disposition of the company’s profits (bullet 8)
Distributable funds amount to 6 167 804 Swedish kronor.
The Company has 8 159 preference shares. The Board proposes that a dividend to shareholders of 48.00 Swedish kronor per preference share and a quarterly dividend of 12,00 Swedish kronor per preference share per quarter, is approved. The Board further proposes that record days for the preference share dividends will be 31 July 2013, 31 October 2013, 31 January 2014 and 30 April 2014.
The Board proposes that dividend for the A- and B-shares is not paid.
Election of Board et cetera (bullet 10-12)
Shareholders representing more than 60% of the votes suggest the following regarding
bullets 10, 11 and 12:
– It is suggested that the number of elected Board members should be five (5) and one (1) deputy. The number of auditors should be one (1) and one (1) deputy auditor.
– Board remuneration is suggested to be 175 000 Swedish kronor per annum, of which each member shall receive 35 000 Swedish kronor. The auditors are to receive fees according to approved bills.
– Re-election of the current Board members Lars Lindberg, Christer Staaf, Christer Fehrling and Ingvar Zöögling and Johan Bronge. It is suggested that Lars GV Lindberg is re-elected as Chairman of Board. It is further suggested that Anders Palm is re-elected as deputy and that Göran Magnusson is re-elected as Company auditor and Mikael Höök as deputy auditor.
Proposal for authorization (bullet 13)
The Board proposes that the Annual General Meeting authorizes the Board to, on one or more occasions until the next Annual General Meeting, to issue new shares, convertible bonds and / or warrants for cash and to deviate from the shareholders preferential rights. The number of shares issued shall together amount to no more than 4 500 000.
The purpose of the authorization is to enable the Board to raise working capital at merchantable conditions and to enable the issue of shares to industrial partners in the framework of partnerships and alliances. If an issue is made without preferential rights, the price of shares shall connect closely to the price of the company's shares on First North at the time of the issue. Assuming full exercise of the authorization, the newly issued shares will represent about 26 percent of equity.
Number of shares and votes
The number of shares in AVTECH Sweden AB (publ) is 12 817 920; 9 023 952 A-shares, 3 785 809 B-shares and 8 159 are preferential shares. Each A-share is entitled to ten (10)-votes-per-share and each B-share or preference share is entitled to one (1)-vote-per-share. The total number of votes in AVTECH Sweden AB is 94 033 488.
Other issues
The accounting documents and audit report for the fiscal year 2012 and the complete decision proposals, including related documents, will be made available by the Company at its address Lönnvägen 2, 183 43 Åkersberga and on the Company website, www.avtech.se no later than three weeks prior to the meeting and will be sent to shareholders as per request. Authorization forms are available on the Company website.
Åkersberga May 2013
AVTECH Sweden AB (publ)
The Board
About AVTECH Sweden AB (publ)
AVTECH develops products and services for digital Air Traffic Management (ATM). Its customers include the global aviation industry; e.g. airlines, airports, aviation authorities, technology companies and airline manufacturers. By using AVTECH’s products and services, each individual flight as well as the entire airline operation can be optimized in terms of cost, noise and emission, efficiency, punctuality and safety. The head office is in Stockholm, Sweden with subsidiaries in Toulouse, France and Dubai, U.A.E. AVTECH Sweden AB is listed on NASDAQ OMX First North and has appointed Mangold Fondkommission AB as Certified Adviser.