Notice to attend the annual general meeting in AAC Clyde Space AB (publ)
Idag, 10:00
Idag, 10:00
The shareholders in AAC Clyde Space AB (publ), reg. no. 556677-0599 (the "Company"), are hereby given notice to attend the annual general meeting at 16.00 CEST on Tuesday 19 May 2026 at the Company's premises at Dag Hammarskjölds väg 48 in Uppsala.
Notice
Shareholders wishing to participate at the meeting must:
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 Friday 8 May 2026 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 Tuesday 12 May 2026, will, however, be taken into account in the preparation of the share register.
Proxy
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.
Proposed agenda
Proposed resolutions nomination committee
The nomination committee, consisting of Dino Lorenzini, Carl Backman (appointed by Bonnier Capital AB), Lars Edgardh (appointed by Edgardh Holding AB), Claes Mellgren and Rolf Hallencreutz (chairman of the board in the Company) has submitted the following proposals in relation to items 1, 10-12 and 16 in the proposed agenda.
Item 1. Election of chairman of the meeting
The nomination committee proposes that Rolf Hallencreutz 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 500,000 to the chairman of the board of directors and SEK 250,000 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, Stuart Martin and Lars-Olof Corneliusson and new-election of Johan Skagerlind 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. Dino Lorenzini has notified the nomination committee that he declines re-election as a board member at the annual general meeting. Information about Johan Skagerlind is listed below and information on all the proposed members of the board will be available at the Company's website www.aac-clyde.space.
Information on the proposed board member
Johan Skagerlind, born 1981
Experience: Johan has approximately 10 years of experience from investment banks in Sweden and has over the past decade held various roles within the Bonnier Group, initially in strategy and M&A and more recently in growth company investments at Bonnier Capital.
Education: MSc Industrial Engineering and Management, Linköping Institute of Technology, BSc Economics, Linköping University
Current assignments: Board member of Mediafy AB, deputy board member of Mediaflow AB, member of the Investment Committee and the Investor Advisory Committee of SSE Ventures AB
Previous assignments (last five years): Deputy board member of Safe Life AB
Independent in relation to the Company and the Company management: Yes
Independent in relation to the major shareholders: At the time of this notice, Johan Skagerlind, employed by Bonnier Capital, is independent in relation to the Company's major shareholders. When tranche 2 of the directed new issue of shares and warrants resolved by the board in December 2025 is completed, Bonnier Capital's holding will exceed 10 per cent of the shares and votes in the Company and amount to approximately 15.4 per cent of the shares and votes in the Company, whereby Johan Skagerlind will no longer be considered independent in relation to the Company's major shareholders.
Holdings in AAC: -
The auditing company Öhrlings PricewaterhouseCoopers AB is proposed to be re-elected as auditor, which is in accordance with the board's recommendation.
Öhrlings PricewaterhouseCoopers AB has informed that authorized auditor Tobias Stråhle will be appointed as the new auditor in charge.
Item 16. Resolution on directed issue of warrants (long term incentive program 2026/2029:C ("LTIP C")) to the Company for transfer to members of the board of directors within the incentive program
The nomination committee in AAC Clyde Space AB (publ), reg. no. 556677-0599 (the "Company", and together with subsidiaries the "Group"), proposes that the annual general meeting resolves to implement a long term incentive program ("LTIP") by an issue of warrants including approval of transfer of warrants on the terms and conditions set out below ("Long Term Incentive Program 2026/2029:C"). The warrants shall entail the right to subscribe for new shares in the Company. The warrants also apply to the terms and conditions, including the subscription price and the period within which the warrants may be exercised, as set out in Appendix A.
Background
This proposal on implementation of a LTIP and the issue of warrants has been presented as the nomination committee, consisting of Dino Lorenzini, Carl Backman (appointed by Bonnier Capital AB), Lars Edgardh (appointed by Edgardh Holding AB), Claes Mellgren and Rolf Hallencreutz (Rolf Hallencreutz, convenor in the nomination committee and the chairman of the board of directors did not participate in the decision to present this LTIP) considers it important and in the interests of all shareholders to facilitate participation for members of the board of directors regarding the Company's and the Group's development and ensure that these individuals share the goal of generating value-adding growth. It is also important to justify continued employment and assignments. The nomination committee therefore proposes that the annual general meeting decide on the issue of warrants as follows below.
Terms for the issue
Guidelines for the Company's transfer of warrants
The warrants shall be offered for the acquisition to the persons included in the table below with the stated maximum allocation:
Category | Maximum number of warrants per Participant |
Chairman of the board of directors | 1,494 (1 person) |
Member of the board of directors | 996 (5 persons*) |
* Refers to proposed members of the board (excluding the Chairman) to be elected at the 2026 annual general meeting.
Only those persons who are included in the said categories shall be offered the right to acquire warrants. The nomination committee shall decide which persons that shall be deemed to be included in each category and which persons that shall receive warrants. In the event of re-calculation, the Participants in each category shall have the right to acquire the same number of warrants.
Allocation of warrants to Participants outside Sweden shall - where applicable - be dependent on fiscal effects, that there are no legal obstacles and that the board considers that such allocation can be made with reasonable administrative and financial resources.
The participants in the Long term Incentive Program 2026/2029:C shall receive from the Company a compensation corresponding to the benefit value arising from the grant of the option, if any.
Participants may exercise their warrants through a so called "cashless-exercise", whereby a lower number of shares can be subscribed for at a strike price corresponding to the share's quota value.
Reasons for the deviation from the shareholders' preferential rights
The reason for the deviation from the shareholders' preferential rights is to create involvement for the Participants in terms of the Company's and the Group's development and to ensure that these individuals share the goal of generating value-adding growth, and to motivate continued employment and assignments. The warrants are proposed to be issued to the Company for transfer to Participants in the LTIP.
Dilution, costs etc.
The Company has a total share capital of SEK 14,265,488 divided into 7,132,744 shares. Each share entitles to one vote in the Company.
There are 3,366,014 outstanding warrants of which 2,636,112 warrants are issued within nine (9) Long Term Incentive Programs for employees, senior management and the board of directors of the Group, of which the first program comprises of 750,458 warrants ("2023/2026:A"), the second program comprises of 1,534,808 warrants ("2023/2026:B"), the third program comprises of 203,350 warrants ("2023/2026:C"), the fourth comprises of 25,125 warrants ("2024/2027:A"), the fifth comprises of 41,135 warrants ("2024/2027:B"), the sixth comprises of 5,052 warrants ("2024/2027:C"), the seventh comprises of 22,256
warrants ("2025/2028:A"), the eighth comprises of 48,364 warrants ("2025/2028:B"), and the ninth comprises of 5,564 warrants ("2025/2028:C").
As a result of the share consolidation (1:50) which was resolved upon at the extraordinary general meeting on 1 November 2023, fifty (50) warrants under the programs 2023/2026:A, 2023/2026:B and 2023/2026:C entitle to subscribe for one new share in the Company. The exercise price of the warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 12 June 2023, the exercise price of the warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 23 May 2024, and the exercise price of the warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 22 May 2025. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C may be exercised from and including 1 July 2026 until and including 31 December 2026. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C not exercised at latest on 31 December 2026 will lapse. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C may be exercised from and including 1 July 2027 until and including 31 December 2027. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C not exercised at latest on 31 December 2027 will lapse. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C may be exercised from and including 1 July 2028 until and including 31 December 2028. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C not exercised at latest on 31 December 2028 will lapse.
When fully exercised the warrants under this proposal will lead to 6,474 new shares being issued in the Company (with reservation for potential re-calculations in accordance with customary terms for the warrants), resulting in a dilution of approximately 0.09 per cent as far as the Company's share capital and voting rights/number of shares are concerned. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise.
Upon full exercise of the warrants under this proposed LTIP for members of the board of directors and full exercise of the warrants under the board of directors' proposed incentive programs for employees in Sweden and employees outside of Sweden (all three incentive programs to be treated at the annual general meeting held on 19 May 2026) a total of 154,878 new shares will be issued in the Company, resulting in a dilution of approximately 2.13 per cent (of which approximately 0.09 per cent refers to the incentive program for members of the board, approximately 0.77 per cent refers to the incentive program for employees in Sweden and approximately 1.29 per cent refers to the incentive program for employees outside of Sweden) as far as the Company's share capital is concerned, as well as the total share/voting rights. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in all three incentive programs in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise in all three incentive programs.
The warrants have been valued by an independent expert on behalf of the Company through the Black & Scholes formula. Since the strike price for shares due to utilization of the warrants cannot be determined until 18 May 2026, a fictitious strike price of SEK 130 has been used in the calculations. Each warrant has been valued at approximately SEK 35 each. In applying the Black & Scholes model, a risk-free interest rate of 1.75 per cent and a volatility of 45 per cent have been used.
Due to the fact that the warrants will be transferred without consideration special social security fees are expected to arise for the Group. These fees will preliminarily amount to approximately 31.42 per cent of the warrants market value at the time of the transfer of the warrants. Meaning that, based on a preliminary valuation of each warrant amounting to approximately SEK 35 total social security costs for the Company within the framework of the incentive program amounts to approximately SEK 60,241, provided that all warrants are transferred to the Participants. The calculations of social security fees within this LTIP have been based on that social security fees will only be paid for five of the board members (including the chairman) which includes 5,478 warrants. It should also be noted that applicable tax procedures in different jurisdictions could be altered. Participants in the Long Term Incentive Program 2026/2029:C shall also receive from the Company a cash payment equal to the benefit value arising from the grant of the option, if any.
Other external costs that arise as a result of the LTIP are mainly costs for advice and for registration and practical management of the program. Ongoing costs for administration and other costs are marginal.
The LTIP is expected to have a limited effect on the Company's key performance indicators.
Restrictions regarding disposal and exercise of the warrants
The Participants will not be able to exercise the warrants unless they have previously been offered to the Company and subsequently transferred to the Participants. Furthermore, the Participants will only be able to subscribe for shares with the support of the warrants after special agreed vesting periods. Such restrictions will be agreed upon, in separate warrant agreements, with the respective Participant in connection with their acquisition of warrants from the Company. According to the warrant agreements the total amount of warrants that are allotted to each Participant shall be vested in three equal parts as of the date of each annual general meeting in the Company from 2027 to 2029 (i.e. approximately 33 per cent of the total number of warrants will be vested each year) and conditional on continued employment/assignments in the Group. For example a person that was a member of the board of directors at the previous annual general meeting that is still a member of the board of directors at the date of the annual general meeting of 2027 (not necessarily re-elected at the annual general meeting of 2027) will be allowed to keep his/hers warrants that has been vested during 2026/2027 (i.e. approximately 33 per cent of his/hers maximum allotment) and correspondently a person that is still a member of the board of directors at the date of the annual general meeting of 2028 will be allowed to keep his/hers vested warrants for 2026/2027 and 2027/2028 (i.e. approximately 66 per cent of his/hers maximum allotment), with reservation for the terms regarding pre-mature termination of service (so called good and bad leaver terms) and other customary terms for warrant agreements.
Preparation of the proposal
The proposed LTIP has been prepared by the nomination committee in consultation with external advisors and after consultations with certain major shareholders. The final proposal has been submitted by the nomination committee (excluding Rolf Hallencreutz).
Miscellaneous
It is proposed that the annual general meeting resolve to adopt the LTIP described above and decide on the issue of warrants on the above terms including approval of the Company's transfer of warrants to the Participants.
The CEO, or a person appointed by the CEO, shall have the right to make the minor adjustments required to register the resolution, and the CEO shall have the right to make the minor adjustments required in the LTIP in order to be conformal with applicable foreign laws and regulations.
Majority requirements
This proposal to adopt the incentive programme and to issue warrants, as well as the approval of the transfers of warrants from the Company to the Participants, is governed by the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the meeting.
The board of directors' proposed resolutions
The board of directors of the Company has presented the following proposed resolutions in relation to item 8 and 13-15 in the proposed agenda.
Item 8. Resolution in respect of allocation of the company's loss according to the adopted balance sheet
The board of directors proposes that the Company's loss shall be carried forward in new account and that no dividend shall be paid for the financial year 2025.
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.
Item 14. Resolution on directed issue of warrants (long term incentive program 2026/2029:A ("LTIP A")) to the Company for transfer to employees employed in Sweden within the incentive program
The board of directors in AAC Clyde Space AB (publ), reg. no. 556677-0599 (the "Company", and together with subsidiaries the "Group"), proposes that the annual general meeting resolves to implement a long term incentive program ("LTIP") by an issue of warrants including approval of transfer of warrants on the terms and conditions set out below ("Long term incentive program 2026/2029:A"). The warrants shall entail the right to subscribe for new shares in the Company. The warrants also apply to the terms and conditions, including the subscription price and the period within which the warrants may be exercised, as set out in Appendix A.
Background
This proposal on implementation of a LTIP and the issue of warrants has been presented as the board of directors considers it important and in the interests of all shareholders to facilitate participation for employees, including consultants, regarding the Company's and the Group's development and ensure that these individuals share the goal of generating value-adding growth. It is also important to justify continued employment and assignments. The board therefore proposes that the annual general meeting decide on the issue of warrants as follows below.
Terms for the issue
Guidelines for the Company's transfer of warrants
The warrants shall be offered for the acquisition to the persons included in the table below with the stated maximum allocation:
Category | Maximum number of warrants per Participant |
Executive Management | 1,494 (1 person) |
Site Directors | 996 (3 persons) |
Senior Staff | 996 (8 persons) |
General Staff | 498 (86 persons) |
Only those persons who are included in the said categories shall be offered the right to acquire warrants. The board of directors shall decide which persons that shall be deemed to be included in each category and which persons that shall receive warrants. In the event of re-calculation, the Participants in each category shall have the right to acquire the same number of warrants. Members of the board of directors in the Company are not allowed to participate.
Allocation of warrants to Participants outside Sweden shall - where applicable - be dependent on fiscal effects, that there are no legal obstacles and that the board considers that such allocation can be made with reasonable administrative and financial resources.
The participants in the Long Term Incentive Program 2026/2029:A shall receive from the Company a compensation corresponding to the benefit value arising from the grant of the option, if any.
The Company may allow the Participant in the LTIP to exercise their warrants through a cashless exercise that the Company deems fitting, including but not limited to loan-financed exercise of the warrants or subscription of a lower number of shares without cash consideration.
Reasons for the deviation from the shareholders' preferential rights
The reason for the deviation from the shareholders' preferential rights is to create involvement for the Participants in terms of the Company's and the Group's development and to ensure that these individuals share the goal of generating value-adding growth, and to motivate continued employment and assignments. The warrants are proposed to be issued to the Company for transfer to Participants in the LTIP.
Dilution, costs etc.
The Company has a total share capital of SEK 14,265,488 divided into 7,132,744 shares. Each share entitles to one vote in the Company.
There are 3,366,014 outstanding warrants of which 2,636,112 warrants are issued within nine (9) Long Term Incentive Programs for employees, senior management and the board of directors of the Group, of which the first program comprises of 750,458 warrants ("2023/2026:A"), the second program comprises of 1,534,808 warrants ("2023/2026:B"), the third program comprises of 203,350 warrants ("2023/2026:C"), the fourth comprises of 25,125 warrants ("2024/2027:A"), the fifth comprises of 41,135 warrants ("2024/2027:B"), the sixth comprises of 5,052 warrants ("2024/2027:C"), the seventh comprises of 22,256
warrants ("2025/2028:A"), the eighth comprises of 48,364 warrants ("2025/2028:B"), and the ninth comprises of 5,564 warrants ("2025/2028:C").
As a result of the share consolidation (1:50) which was resolved upon at the extraordinary general meeting on 1 November 2023, fifty (50) warrants under the programs 2023/2026:A, 2023/2026:B and 2023/2026:C entitle to subscribe for one new share in the Company. The exercise price of the warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 12 June 2023, the exercise price of the warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 23 May 2024, and the exercise price of the warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 22 May 2025. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C may be exercised from and including 1 July 2026 until and including 31 December 2026. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C not exercised at latest on 31 December 2026 will lapse. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C may be exercised from and including 1 July 2027 until and including 31 December 2027. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C not exercised at latest on 31 December 2027 will lapse. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C may be exercised from and including 1 July 2028 until and including 31 December 2028. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C not exercised at latest on 31 December 2028 will lapse.
When fully exercised the warrants under this proposal will lead to 55,278 new shares being issued in the Company (with reservation for potential re-calculations in accordance with customary terms for the warrants), resulting in a dilution of approximately 0.77 per cent as far as the Company's share capital and voting rights/number of shares are concerned. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise.
Upon full exercise of the warrants under this proposed LTIP for employees in Sweden and full exercise of the warrants under the board of directors' and the nomination committee's proposed incentive programs for employees outside of Sweden and members of the board (all three incentive programs to be treated at the annual general meeting held on 19 May 2026) a total of 154,878 new shares will be issued in the Company, resulting in a dilution of approximately 2.13 per cent (of which approximately 0.09 per cent refers to the incentive program for members of the board, approximately 0.77 per cent refers to the incentive program for employees in Sweden and approximately 1.29 per cent refers to the incentive program for employees outside of Sweden) as far as the Company's share capital is concerned, as well as the total share/voting rights. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in all three incentive programs in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise in all three incentive programs.
The warrants have been valued by an independent expert on behalf of the Company through the Black & Scholes formula. Since the strike price for shares due to utilization of the warrants cannot be determined until 18 May 2026 a fictitious strike price of SEK 130 has been used in the calculations. Each warrant has been valued at approximately SEK 35 each. In applying the Black & Scholes model, a risk-free interest rate of 1.75 per cent and a volatility of 45 per cent have been used.
Due to the fact that the warrants will be transferred without consideration special social security fees are expected to arise for the Group. These fees will preliminarily amount to approximately 31.42 per cent of the warrants market value at the time of the transfer of the warrants. Meaning that, based on a preliminary valuation of each warrant amounting to approximately SEK 35 total social security costs for the Company within the framework of the incentive program amounts to approximately SEK 607,892, provided that all warrants are transferred to the Participants. It should also be noted that applicable tax procedures in different jurisdictions could be altered. Participants in the Long Term Incentive Program 2026/2029:A shall also receive from the Company a cash payment equal to the benefit value arising from the grant of the option, if any.
Other external costs that arise as a result of the LTIP are mainly costs for advice and for registration and practical management of the program. Ongoing costs for administration and other costs are marginal.
The LTIP is expected to have a limited effect on the Company's key performance indicators.
Restrictions regarding disposal and exercise of the warrants
The Participants will not be able to exercise the warrants unless they have previously been offered to the Company and subsequently transferred to the Participants. Furthermore, the Participants will only be able to subscribe for shares with the support of the warrants after special agreed vesting periods. Such restrictions will be agreed upon, in separate warrant agreements, with the respective Participant in connection with their acquisition of warrants from the Company. According to the warrant agreements the total amount of warrants that are allotted to each Participant shall be vested in three equal parts as of 1 July from 2027 to 2029 (i.e. approximately 33 per cent of the total number of warrants will be vested each year) and conditional on continued employment/assignments in the Group, with reservation for the terms in the separate warrant agreement that shall be entered into between each Participant and the Company. For example a person that was employed or hired as consultant as of the previous 1 July that is still employed or hired as consultant as of 1 July 2027 shall be allowed to keep his/hers warrants that has been vested during 2026/2027 (i.e. approximately 33 per cent of his/hers maximum allotment) and correspondently a person that is still employed or hired as consultant as of 1 July 2028 will be allowed to keep his/hers vested warrants for 2026/2027 and 2027/2028 (i.e. approximately 66 per cent of his/hers maximum allotment), with reservation for the terms regarding pre-mature termination of service (so called good and bad leaver terms) and other customary terms for warrant agreements.
Preparation of the proposal
The proposed LTIP has been prepared by the board of directors in consultation with external advisors and after consultations with certain major shareholders. The final proposal has been submitted by the board of directors.
Miscellaneous
It is proposed that the annual general meeting resolve to adopt the LTIP described above and decide on the issue of warrants on the above terms including approval of the Company's transfer of warrants to the Participants.
The Board of Directors, or a person appointed by the board of directors, shall have the right to make the minor adjustments required to register the resolution, and the board of directors shall have the right to make the minor adjustments required in the LTIP in order to be conformal with applicable foreign laws and regulations.
Majority requirements
This proposal to adopt the incentive programme and to issue warrants, as well as the approval of the transfers of warrants from the Company to the Participants, is governed by the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the meeting.
Item 15. Resolution on directed issue of warrants (long term incentive program 2026/2029:B ("LTIP B")) to the Company for transfer to employees employed outside of Sweden within the incentive program
The board of directors in AAC Clyde Space AB (publ), reg. no. 556677-0599 (the "Company", and together with subsidiaries the "Group"), proposes that the annual general meeting resolves to implement a long term incentive program ("LTIP") by an issue of warrants including approval of transfer of warrants on the terms and conditions set out below ("Long term incentive program 2026/2029:B"). The warrants shall entail the right to subscribe for new shares in the Company. The warrants also apply to the terms and conditions, including the subscription price and the period within which the warrants may be exercised, as set out in Appendix A.
Background
This proposal on implementation of a LTIP and the issue of warrants has been presented as the board of directors considers it important and in the interests of all shareholders to facilitate participation for employees, including consultants, regarding the Company's and the Group's development and ensure that these individuals share the goal of generating value-adding growth. It is also important to justify continued employment and assignments. The board therefore proposes that the annual general meeting decide on the issue of warrants as follows below.
Terms for the issue
Guidelines for the Company's transfer of warrants
The warrants shall be offered for the acquisition to the persons included in the table below with the stated maximum allocation:
Category | Maximum number of warrants per Participant |
CEO | 1,992 (1 person) |
Executive Management | 1,494 (7 persons) |
Site Directors | 996 (3 persons) |
Senior Staff | 996 (12 persons) |
General Staff | 498 (132 persons) |
Only those persons who are included in the said categories shall be offered the right to acquire warrants. The board of directors shall decide which persons that shall be deemed to be included in each category and which persons that shall receive warrants. In the event of re-calculation, the Participants in each category shall have the right to acquire the same number of warrants. Members of the board of directors are not allowed to participate.
Allocation of warrants to Participants outside Sweden shall - where applicable - be dependent on fiscal effects, that there are no legal obstacles and that the board considers that such allocation can be made with reasonable administrative and financial resources.
The participants in the Long term Incentive Program 2026/2029:B shall receive from the Company a compensation corresponding to the benefit value arising from the grant of the option, if any.
The Company may allow the Participant in the LTIP to exercise their warrants through a cashless exercise that the Company deems fitting, including but not limited to loan-financed exercise of the warrants or subscription of a lower number of shares without cash consideration.
Reasons for the deviation from the shareholders' preferential rights
The reason for the deviation from the shareholders' preferential rights is to create involvement for the Participants in terms of the Company's and the Group's development and to ensure that these individuals share the goal of generating value-adding growth, and to motivate continued employment and assignments. The warrants are proposed to be issued to the Company for transfer to Participants in the LTIP.
Dilution, costs etc.
The Company has a total share capital of SEK 14,265,488 divided into 7,132,744 shares. Each share entitles to one vote in the Company.
There are 3,366,014 outstanding warrants of which 2,636,112 warrants are issued within nine (9) Long Term Incentive Programs for employees, senior management and the board of directors of the Group, of which the first program comprises of 750,458 warrants ("2023/2026:A"), the second program comprises of 1,534,808 warrants ("2023/2026:B"), the third program comprises of 203,350 warrants ("2023/2026:C"), the fourth comprises of 25,125 warrants ("2024/2027:A"), the fifth comprises of 41,135 warrants ("2024/2027:B"), the sixth comprises of 5,052 warrants ("2024/2027:C"), the seventh comprises of 22,256
warrants ("2025/2028:A"), the eighth comprises of 48,364 warrants ("2025/2028:B"), and the ninth comprises of 5,564 warrants ("2025/2028:C").
As a result of the share consolidation (1:50) which was resolved upon at the extraordinary general meeting on 1 November 2023, fifty (50) warrants under the programs 2023/2026:A, 2023/2026:B and 2023/2026:C entitle to subscribe for one new share in the Company. The exercise price of the warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 12 June 2023, the exercise price of the warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 23 May 2024, and the exercise price of the warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 22 May 2025. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C may be exercised from and including 1 July 2026 until and including 31 December 2026. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C not exercised at latest on 31 December 2026 will lapse. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C may be exercised from and including 1 July 2027 until and including 31 December 2027. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C not exercised at latest on 31 December 2027 will lapse. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C may be exercised from and including 1 July 2028 until and including 31 December 2028. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C not exercised at latest on 31 December 2028 will lapse.
When fully exercised the warrants under this proposal will lead to 93,126 new shares being issued in the Company (with reservation for potential re-calculations in accordance with customary terms for the warrants), resulting in a dilution of approximately 1.29 per cent as far as the Company's share capital and voting rights/number of shares are concerned. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise.
Upon full exercise of the warrants under this proposed LTIP for employees outside of Sweden and full exercise of the warrants under the board of directors' and the nomination committee's proposed incentive programs for employees in Sweden and members of the board (all three incentive programs to be treated at the annual general meeting held on 19 May 2026) a total of 154,878 new shares will be issued in the Company, resulting in a dilution of approximately 2.13 per cent (of which approximately 0.09 per cent refers to the incentive program for members of the board, approximately 0.77 per cent refers to the incentive program for employees in Sweden and approximately 1.29 per cent refers to the incentive program for employees outside of Sweden) as far as the Company's share capital is concerned, as well as the total share/voting rights. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in all three incentive programs in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise in all three incentive programs.
The warrants have been valued by an independent expert on behalf of the Company through the Black & Scholes formula. Since the strike price for shares due to utilization of the warrants cannot be determined until 18 May 2026 a fictitious strike price of SEK 130 has been used in the calculations. Each warrant has been valued at approximately SEK 35 each. In applying the Black & Scholes model, a risk-free interest rate of 1.75 per cent and a volatility of 45 per cent have been used.
No special social security contributions and taxes are expected to be incurred by the Group upon the transfer of the warrants to the Participants. Upon vesting of the Warrants (see further under "restrictions regarding disposal and exercise of the warrants"), social security contributions may be payable. It should be noted that the applicable tax rules in different jurisdictions may differ and may change. Costs will also be incurred by the warrant holders as a result of the Company paying compensation equal to the benefit value received by the Participants as a result of participating in the Long term incentive program 2026/2029:B. Participants in the Long Term Incentive Program 2026/2029:B shall also receive from the Company a cash payment equal to the benefit value arising from the grant of the option, if any.
Other external costs that arise as a result of the LTIP are mainly costs for advice and for registration and practical management of the program. Ongoing costs for administration and other costs are marginal.
The LTIP is expected to have a limited effect on the Company's key performance indicators.
Restrictions regarding disposal and exercise of the warrants
The Participants will not be able to exercise the warrants unless they have previously been offered to the Company and subsequently transferred to the Participants. Furthermore, the Participants will only be able to subscribe for shares with the support of the warrants after special agreed vesting periods. Such restrictions will be agreed upon, in separate warrant agreements, with the respective Participant in connection with their acquisition of warrants from the Company. According to the warrant agreements the total amount of warrants that are allotted to each Participant shall be vested in three equal parts as of 1 July from 2027 to 2029 (i.e. approximately 33 per cent of the total number of warrants will be vested each year) and conditional on continued employment/assignments in the Group, with reservation for the terms in the separate warrant agreement that shall be entered into between each Participant and the Company. For example a person that was employed or hired as consultant as of the previous 1 July that is still employed or hired as consultant as of 1 July 2027 shall be allowed to keep his/hers warrants that has been vested during 2026/2027 (i.e. approximately 33 per cent of his/hers maximum allotment) and correspondently a person that is still employed or hired as consultant as of 1 July 2028 will be allowed to keep his/hers vested warrants for 2026/2027 and 2027/2028 (i.e. approximately 66 per cent of his/hers maximum allotment), with reservation for the terms regarding pre-mature termination of service (so called good and bad leaver terms) and other customary terms for warrant agreements.
Preparation of the proposal
The proposed LTIP has been prepared by the board of directors in consultation with external advisors and after consultations with certain major shareholders. The final proposal has been submitted by the board of directors.
Miscellaneous
It is proposed that the annual general meeting resolve to adopt the LTIP described above and decide on the issue of warrants on the above terms including approval of the Company's transfer of warrants to the Participants.
The Board of Directors, or a person appointed by the board of directors, shall have the right to make the minor adjustments required to register the resolution, and the board of directors shall have the right to make the minor adjustments required in the LTIP in order to be conformal with applicable foreign laws and regulations.
Majority requirements
This proposal to adopt the incentive programme and to issue warrants, as well as the approval of the transfers of warrants from the Company to the Participants, is governed by the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) 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 7,132,744. 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 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. 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: ann-christin.lejman@aac-clydespace.com.
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.
_____
AAC Clyde Space AB (publ)
Uppsala, April 2026
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, available for download at www.aac-clyde.space.
For more information:
Håkan Tribell, Director of Marketing and Communications
email: investor@aac-clydespace.com, phone: +46 707 230382, website: http://www.aac-clyde.space.
ABOUT AAC CLYDE SPACE
AAC Clyde Space AB (publ) provides small satellite technologies and services that help governments, businesses and institutions access high-quality data from space. Covering satellite components, mission services and space-based data delivery, the company offers end-to-end solutions that turn space-based intelligence into real-world impact. Applications include weather monitoring, maritime safety, security and defence, agriculture and forestry.
AAC Clyde Space is headquartered in Uppsala, Sweden, with operations also in the UK, Netherlands, South Africa and the USA. The company's shares are traded on Nasdaq First North Premier Growth Market in Stockholm (Ticker: AAC) and on the US OTCQX Market (OTCQX: ACCMF). The Company's Certified Adviser is DNB Carnegie Investment Bank AB.
Attached files
Notice-to-attend-the-annual-general-meeting-in-AAC-Clyde-Spac.pdfIdag, 10:00
The shareholders in AAC Clyde Space AB (publ), reg. no. 556677-0599 (the "Company"), are hereby given notice to attend the annual general meeting at 16.00 CEST on Tuesday 19 May 2026 at the Company's premises at Dag Hammarskjölds väg 48 in Uppsala.
Notice
Shareholders wishing to participate at the meeting must:
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 Friday 8 May 2026 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 Tuesday 12 May 2026, will, however, be taken into account in the preparation of the share register.
Proxy
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.
Proposed agenda
Proposed resolutions nomination committee
The nomination committee, consisting of Dino Lorenzini, Carl Backman (appointed by Bonnier Capital AB), Lars Edgardh (appointed by Edgardh Holding AB), Claes Mellgren and Rolf Hallencreutz (chairman of the board in the Company) has submitted the following proposals in relation to items 1, 10-12 and 16 in the proposed agenda.
Item 1. Election of chairman of the meeting
The nomination committee proposes that Rolf Hallencreutz 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 500,000 to the chairman of the board of directors and SEK 250,000 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, Stuart Martin and Lars-Olof Corneliusson and new-election of Johan Skagerlind 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. Dino Lorenzini has notified the nomination committee that he declines re-election as a board member at the annual general meeting. Information about Johan Skagerlind is listed below and information on all the proposed members of the board will be available at the Company's website www.aac-clyde.space.
Information on the proposed board member
Johan Skagerlind, born 1981
Experience: Johan has approximately 10 years of experience from investment banks in Sweden and has over the past decade held various roles within the Bonnier Group, initially in strategy and M&A and more recently in growth company investments at Bonnier Capital.
Education: MSc Industrial Engineering and Management, Linköping Institute of Technology, BSc Economics, Linköping University
Current assignments: Board member of Mediafy AB, deputy board member of Mediaflow AB, member of the Investment Committee and the Investor Advisory Committee of SSE Ventures AB
Previous assignments (last five years): Deputy board member of Safe Life AB
Independent in relation to the Company and the Company management: Yes
Independent in relation to the major shareholders: At the time of this notice, Johan Skagerlind, employed by Bonnier Capital, is independent in relation to the Company's major shareholders. When tranche 2 of the directed new issue of shares and warrants resolved by the board in December 2025 is completed, Bonnier Capital's holding will exceed 10 per cent of the shares and votes in the Company and amount to approximately 15.4 per cent of the shares and votes in the Company, whereby Johan Skagerlind will no longer be considered independent in relation to the Company's major shareholders.
Holdings in AAC: -
The auditing company Öhrlings PricewaterhouseCoopers AB is proposed to be re-elected as auditor, which is in accordance with the board's recommendation.
Öhrlings PricewaterhouseCoopers AB has informed that authorized auditor Tobias Stråhle will be appointed as the new auditor in charge.
Item 16. Resolution on directed issue of warrants (long term incentive program 2026/2029:C ("LTIP C")) to the Company for transfer to members of the board of directors within the incentive program
The nomination committee in AAC Clyde Space AB (publ), reg. no. 556677-0599 (the "Company", and together with subsidiaries the "Group"), proposes that the annual general meeting resolves to implement a long term incentive program ("LTIP") by an issue of warrants including approval of transfer of warrants on the terms and conditions set out below ("Long Term Incentive Program 2026/2029:C"). The warrants shall entail the right to subscribe for new shares in the Company. The warrants also apply to the terms and conditions, including the subscription price and the period within which the warrants may be exercised, as set out in Appendix A.
Background
This proposal on implementation of a LTIP and the issue of warrants has been presented as the nomination committee, consisting of Dino Lorenzini, Carl Backman (appointed by Bonnier Capital AB), Lars Edgardh (appointed by Edgardh Holding AB), Claes Mellgren and Rolf Hallencreutz (Rolf Hallencreutz, convenor in the nomination committee and the chairman of the board of directors did not participate in the decision to present this LTIP) considers it important and in the interests of all shareholders to facilitate participation for members of the board of directors regarding the Company's and the Group's development and ensure that these individuals share the goal of generating value-adding growth. It is also important to justify continued employment and assignments. The nomination committee therefore proposes that the annual general meeting decide on the issue of warrants as follows below.
Terms for the issue
Guidelines for the Company's transfer of warrants
The warrants shall be offered for the acquisition to the persons included in the table below with the stated maximum allocation:
Category | Maximum number of warrants per Participant |
Chairman of the board of directors | 1,494 (1 person) |
Member of the board of directors | 996 (5 persons*) |
* Refers to proposed members of the board (excluding the Chairman) to be elected at the 2026 annual general meeting.
Only those persons who are included in the said categories shall be offered the right to acquire warrants. The nomination committee shall decide which persons that shall be deemed to be included in each category and which persons that shall receive warrants. In the event of re-calculation, the Participants in each category shall have the right to acquire the same number of warrants.
Allocation of warrants to Participants outside Sweden shall - where applicable - be dependent on fiscal effects, that there are no legal obstacles and that the board considers that such allocation can be made with reasonable administrative and financial resources.
The participants in the Long term Incentive Program 2026/2029:C shall receive from the Company a compensation corresponding to the benefit value arising from the grant of the option, if any.
Participants may exercise their warrants through a so called "cashless-exercise", whereby a lower number of shares can be subscribed for at a strike price corresponding to the share's quota value.
Reasons for the deviation from the shareholders' preferential rights
The reason for the deviation from the shareholders' preferential rights is to create involvement for the Participants in terms of the Company's and the Group's development and to ensure that these individuals share the goal of generating value-adding growth, and to motivate continued employment and assignments. The warrants are proposed to be issued to the Company for transfer to Participants in the LTIP.
Dilution, costs etc.
The Company has a total share capital of SEK 14,265,488 divided into 7,132,744 shares. Each share entitles to one vote in the Company.
There are 3,366,014 outstanding warrants of which 2,636,112 warrants are issued within nine (9) Long Term Incentive Programs for employees, senior management and the board of directors of the Group, of which the first program comprises of 750,458 warrants ("2023/2026:A"), the second program comprises of 1,534,808 warrants ("2023/2026:B"), the third program comprises of 203,350 warrants ("2023/2026:C"), the fourth comprises of 25,125 warrants ("2024/2027:A"), the fifth comprises of 41,135 warrants ("2024/2027:B"), the sixth comprises of 5,052 warrants ("2024/2027:C"), the seventh comprises of 22,256
warrants ("2025/2028:A"), the eighth comprises of 48,364 warrants ("2025/2028:B"), and the ninth comprises of 5,564 warrants ("2025/2028:C").
As a result of the share consolidation (1:50) which was resolved upon at the extraordinary general meeting on 1 November 2023, fifty (50) warrants under the programs 2023/2026:A, 2023/2026:B and 2023/2026:C entitle to subscribe for one new share in the Company. The exercise price of the warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 12 June 2023, the exercise price of the warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 23 May 2024, and the exercise price of the warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 22 May 2025. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C may be exercised from and including 1 July 2026 until and including 31 December 2026. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C not exercised at latest on 31 December 2026 will lapse. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C may be exercised from and including 1 July 2027 until and including 31 December 2027. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C not exercised at latest on 31 December 2027 will lapse. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C may be exercised from and including 1 July 2028 until and including 31 December 2028. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C not exercised at latest on 31 December 2028 will lapse.
When fully exercised the warrants under this proposal will lead to 6,474 new shares being issued in the Company (with reservation for potential re-calculations in accordance with customary terms for the warrants), resulting in a dilution of approximately 0.09 per cent as far as the Company's share capital and voting rights/number of shares are concerned. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise.
Upon full exercise of the warrants under this proposed LTIP for members of the board of directors and full exercise of the warrants under the board of directors' proposed incentive programs for employees in Sweden and employees outside of Sweden (all three incentive programs to be treated at the annual general meeting held on 19 May 2026) a total of 154,878 new shares will be issued in the Company, resulting in a dilution of approximately 2.13 per cent (of which approximately 0.09 per cent refers to the incentive program for members of the board, approximately 0.77 per cent refers to the incentive program for employees in Sweden and approximately 1.29 per cent refers to the incentive program for employees outside of Sweden) as far as the Company's share capital is concerned, as well as the total share/voting rights. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in all three incentive programs in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise in all three incentive programs.
The warrants have been valued by an independent expert on behalf of the Company through the Black & Scholes formula. Since the strike price for shares due to utilization of the warrants cannot be determined until 18 May 2026, a fictitious strike price of SEK 130 has been used in the calculations. Each warrant has been valued at approximately SEK 35 each. In applying the Black & Scholes model, a risk-free interest rate of 1.75 per cent and a volatility of 45 per cent have been used.
Due to the fact that the warrants will be transferred without consideration special social security fees are expected to arise for the Group. These fees will preliminarily amount to approximately 31.42 per cent of the warrants market value at the time of the transfer of the warrants. Meaning that, based on a preliminary valuation of each warrant amounting to approximately SEK 35 total social security costs for the Company within the framework of the incentive program amounts to approximately SEK 60,241, provided that all warrants are transferred to the Participants. The calculations of social security fees within this LTIP have been based on that social security fees will only be paid for five of the board members (including the chairman) which includes 5,478 warrants. It should also be noted that applicable tax procedures in different jurisdictions could be altered. Participants in the Long Term Incentive Program 2026/2029:C shall also receive from the Company a cash payment equal to the benefit value arising from the grant of the option, if any.
Other external costs that arise as a result of the LTIP are mainly costs for advice and for registration and practical management of the program. Ongoing costs for administration and other costs are marginal.
The LTIP is expected to have a limited effect on the Company's key performance indicators.
Restrictions regarding disposal and exercise of the warrants
The Participants will not be able to exercise the warrants unless they have previously been offered to the Company and subsequently transferred to the Participants. Furthermore, the Participants will only be able to subscribe for shares with the support of the warrants after special agreed vesting periods. Such restrictions will be agreed upon, in separate warrant agreements, with the respective Participant in connection with their acquisition of warrants from the Company. According to the warrant agreements the total amount of warrants that are allotted to each Participant shall be vested in three equal parts as of the date of each annual general meeting in the Company from 2027 to 2029 (i.e. approximately 33 per cent of the total number of warrants will be vested each year) and conditional on continued employment/assignments in the Group. For example a person that was a member of the board of directors at the previous annual general meeting that is still a member of the board of directors at the date of the annual general meeting of 2027 (not necessarily re-elected at the annual general meeting of 2027) will be allowed to keep his/hers warrants that has been vested during 2026/2027 (i.e. approximately 33 per cent of his/hers maximum allotment) and correspondently a person that is still a member of the board of directors at the date of the annual general meeting of 2028 will be allowed to keep his/hers vested warrants for 2026/2027 and 2027/2028 (i.e. approximately 66 per cent of his/hers maximum allotment), with reservation for the terms regarding pre-mature termination of service (so called good and bad leaver terms) and other customary terms for warrant agreements.
Preparation of the proposal
The proposed LTIP has been prepared by the nomination committee in consultation with external advisors and after consultations with certain major shareholders. The final proposal has been submitted by the nomination committee (excluding Rolf Hallencreutz).
Miscellaneous
It is proposed that the annual general meeting resolve to adopt the LTIP described above and decide on the issue of warrants on the above terms including approval of the Company's transfer of warrants to the Participants.
The CEO, or a person appointed by the CEO, shall have the right to make the minor adjustments required to register the resolution, and the CEO shall have the right to make the minor adjustments required in the LTIP in order to be conformal with applicable foreign laws and regulations.
Majority requirements
This proposal to adopt the incentive programme and to issue warrants, as well as the approval of the transfers of warrants from the Company to the Participants, is governed by the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the meeting.
The board of directors' proposed resolutions
The board of directors of the Company has presented the following proposed resolutions in relation to item 8 and 13-15 in the proposed agenda.
Item 8. Resolution in respect of allocation of the company's loss according to the adopted balance sheet
The board of directors proposes that the Company's loss shall be carried forward in new account and that no dividend shall be paid for the financial year 2025.
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.
Item 14. Resolution on directed issue of warrants (long term incentive program 2026/2029:A ("LTIP A")) to the Company for transfer to employees employed in Sweden within the incentive program
The board of directors in AAC Clyde Space AB (publ), reg. no. 556677-0599 (the "Company", and together with subsidiaries the "Group"), proposes that the annual general meeting resolves to implement a long term incentive program ("LTIP") by an issue of warrants including approval of transfer of warrants on the terms and conditions set out below ("Long term incentive program 2026/2029:A"). The warrants shall entail the right to subscribe for new shares in the Company. The warrants also apply to the terms and conditions, including the subscription price and the period within which the warrants may be exercised, as set out in Appendix A.
Background
This proposal on implementation of a LTIP and the issue of warrants has been presented as the board of directors considers it important and in the interests of all shareholders to facilitate participation for employees, including consultants, regarding the Company's and the Group's development and ensure that these individuals share the goal of generating value-adding growth. It is also important to justify continued employment and assignments. The board therefore proposes that the annual general meeting decide on the issue of warrants as follows below.
Terms for the issue
Guidelines for the Company's transfer of warrants
The warrants shall be offered for the acquisition to the persons included in the table below with the stated maximum allocation:
Category | Maximum number of warrants per Participant |
Executive Management | 1,494 (1 person) |
Site Directors | 996 (3 persons) |
Senior Staff | 996 (8 persons) |
General Staff | 498 (86 persons) |
Only those persons who are included in the said categories shall be offered the right to acquire warrants. The board of directors shall decide which persons that shall be deemed to be included in each category and which persons that shall receive warrants. In the event of re-calculation, the Participants in each category shall have the right to acquire the same number of warrants. Members of the board of directors in the Company are not allowed to participate.
Allocation of warrants to Participants outside Sweden shall - where applicable - be dependent on fiscal effects, that there are no legal obstacles and that the board considers that such allocation can be made with reasonable administrative and financial resources.
The participants in the Long Term Incentive Program 2026/2029:A shall receive from the Company a compensation corresponding to the benefit value arising from the grant of the option, if any.
The Company may allow the Participant in the LTIP to exercise their warrants through a cashless exercise that the Company deems fitting, including but not limited to loan-financed exercise of the warrants or subscription of a lower number of shares without cash consideration.
Reasons for the deviation from the shareholders' preferential rights
The reason for the deviation from the shareholders' preferential rights is to create involvement for the Participants in terms of the Company's and the Group's development and to ensure that these individuals share the goal of generating value-adding growth, and to motivate continued employment and assignments. The warrants are proposed to be issued to the Company for transfer to Participants in the LTIP.
Dilution, costs etc.
The Company has a total share capital of SEK 14,265,488 divided into 7,132,744 shares. Each share entitles to one vote in the Company.
There are 3,366,014 outstanding warrants of which 2,636,112 warrants are issued within nine (9) Long Term Incentive Programs for employees, senior management and the board of directors of the Group, of which the first program comprises of 750,458 warrants ("2023/2026:A"), the second program comprises of 1,534,808 warrants ("2023/2026:B"), the third program comprises of 203,350 warrants ("2023/2026:C"), the fourth comprises of 25,125 warrants ("2024/2027:A"), the fifth comprises of 41,135 warrants ("2024/2027:B"), the sixth comprises of 5,052 warrants ("2024/2027:C"), the seventh comprises of 22,256
warrants ("2025/2028:A"), the eighth comprises of 48,364 warrants ("2025/2028:B"), and the ninth comprises of 5,564 warrants ("2025/2028:C").
As a result of the share consolidation (1:50) which was resolved upon at the extraordinary general meeting on 1 November 2023, fifty (50) warrants under the programs 2023/2026:A, 2023/2026:B and 2023/2026:C entitle to subscribe for one new share in the Company. The exercise price of the warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 12 June 2023, the exercise price of the warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 23 May 2024, and the exercise price of the warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 22 May 2025. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C may be exercised from and including 1 July 2026 until and including 31 December 2026. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C not exercised at latest on 31 December 2026 will lapse. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C may be exercised from and including 1 July 2027 until and including 31 December 2027. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C not exercised at latest on 31 December 2027 will lapse. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C may be exercised from and including 1 July 2028 until and including 31 December 2028. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C not exercised at latest on 31 December 2028 will lapse.
When fully exercised the warrants under this proposal will lead to 55,278 new shares being issued in the Company (with reservation for potential re-calculations in accordance with customary terms for the warrants), resulting in a dilution of approximately 0.77 per cent as far as the Company's share capital and voting rights/number of shares are concerned. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise.
Upon full exercise of the warrants under this proposed LTIP for employees in Sweden and full exercise of the warrants under the board of directors' and the nomination committee's proposed incentive programs for employees outside of Sweden and members of the board (all three incentive programs to be treated at the annual general meeting held on 19 May 2026) a total of 154,878 new shares will be issued in the Company, resulting in a dilution of approximately 2.13 per cent (of which approximately 0.09 per cent refers to the incentive program for members of the board, approximately 0.77 per cent refers to the incentive program for employees in Sweden and approximately 1.29 per cent refers to the incentive program for employees outside of Sweden) as far as the Company's share capital is concerned, as well as the total share/voting rights. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in all three incentive programs in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise in all three incentive programs.
The warrants have been valued by an independent expert on behalf of the Company through the Black & Scholes formula. Since the strike price for shares due to utilization of the warrants cannot be determined until 18 May 2026 a fictitious strike price of SEK 130 has been used in the calculations. Each warrant has been valued at approximately SEK 35 each. In applying the Black & Scholes model, a risk-free interest rate of 1.75 per cent and a volatility of 45 per cent have been used.
Due to the fact that the warrants will be transferred without consideration special social security fees are expected to arise for the Group. These fees will preliminarily amount to approximately 31.42 per cent of the warrants market value at the time of the transfer of the warrants. Meaning that, based on a preliminary valuation of each warrant amounting to approximately SEK 35 total social security costs for the Company within the framework of the incentive program amounts to approximately SEK 607,892, provided that all warrants are transferred to the Participants. It should also be noted that applicable tax procedures in different jurisdictions could be altered. Participants in the Long Term Incentive Program 2026/2029:A shall also receive from the Company a cash payment equal to the benefit value arising from the grant of the option, if any.
Other external costs that arise as a result of the LTIP are mainly costs for advice and for registration and practical management of the program. Ongoing costs for administration and other costs are marginal.
The LTIP is expected to have a limited effect on the Company's key performance indicators.
Restrictions regarding disposal and exercise of the warrants
The Participants will not be able to exercise the warrants unless they have previously been offered to the Company and subsequently transferred to the Participants. Furthermore, the Participants will only be able to subscribe for shares with the support of the warrants after special agreed vesting periods. Such restrictions will be agreed upon, in separate warrant agreements, with the respective Participant in connection with their acquisition of warrants from the Company. According to the warrant agreements the total amount of warrants that are allotted to each Participant shall be vested in three equal parts as of 1 July from 2027 to 2029 (i.e. approximately 33 per cent of the total number of warrants will be vested each year) and conditional on continued employment/assignments in the Group, with reservation for the terms in the separate warrant agreement that shall be entered into between each Participant and the Company. For example a person that was employed or hired as consultant as of the previous 1 July that is still employed or hired as consultant as of 1 July 2027 shall be allowed to keep his/hers warrants that has been vested during 2026/2027 (i.e. approximately 33 per cent of his/hers maximum allotment) and correspondently a person that is still employed or hired as consultant as of 1 July 2028 will be allowed to keep his/hers vested warrants for 2026/2027 and 2027/2028 (i.e. approximately 66 per cent of his/hers maximum allotment), with reservation for the terms regarding pre-mature termination of service (so called good and bad leaver terms) and other customary terms for warrant agreements.
Preparation of the proposal
The proposed LTIP has been prepared by the board of directors in consultation with external advisors and after consultations with certain major shareholders. The final proposal has been submitted by the board of directors.
Miscellaneous
It is proposed that the annual general meeting resolve to adopt the LTIP described above and decide on the issue of warrants on the above terms including approval of the Company's transfer of warrants to the Participants.
The Board of Directors, or a person appointed by the board of directors, shall have the right to make the minor adjustments required to register the resolution, and the board of directors shall have the right to make the minor adjustments required in the LTIP in order to be conformal with applicable foreign laws and regulations.
Majority requirements
This proposal to adopt the incentive programme and to issue warrants, as well as the approval of the transfers of warrants from the Company to the Participants, is governed by the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the meeting.
Item 15. Resolution on directed issue of warrants (long term incentive program 2026/2029:B ("LTIP B")) to the Company for transfer to employees employed outside of Sweden within the incentive program
The board of directors in AAC Clyde Space AB (publ), reg. no. 556677-0599 (the "Company", and together with subsidiaries the "Group"), proposes that the annual general meeting resolves to implement a long term incentive program ("LTIP") by an issue of warrants including approval of transfer of warrants on the terms and conditions set out below ("Long term incentive program 2026/2029:B"). The warrants shall entail the right to subscribe for new shares in the Company. The warrants also apply to the terms and conditions, including the subscription price and the period within which the warrants may be exercised, as set out in Appendix A.
Background
This proposal on implementation of a LTIP and the issue of warrants has been presented as the board of directors considers it important and in the interests of all shareholders to facilitate participation for employees, including consultants, regarding the Company's and the Group's development and ensure that these individuals share the goal of generating value-adding growth. It is also important to justify continued employment and assignments. The board therefore proposes that the annual general meeting decide on the issue of warrants as follows below.
Terms for the issue
Guidelines for the Company's transfer of warrants
The warrants shall be offered for the acquisition to the persons included in the table below with the stated maximum allocation:
Category | Maximum number of warrants per Participant |
CEO | 1,992 (1 person) |
Executive Management | 1,494 (7 persons) |
Site Directors | 996 (3 persons) |
Senior Staff | 996 (12 persons) |
General Staff | 498 (132 persons) |
Only those persons who are included in the said categories shall be offered the right to acquire warrants. The board of directors shall decide which persons that shall be deemed to be included in each category and which persons that shall receive warrants. In the event of re-calculation, the Participants in each category shall have the right to acquire the same number of warrants. Members of the board of directors are not allowed to participate.
Allocation of warrants to Participants outside Sweden shall - where applicable - be dependent on fiscal effects, that there are no legal obstacles and that the board considers that such allocation can be made with reasonable administrative and financial resources.
The participants in the Long term Incentive Program 2026/2029:B shall receive from the Company a compensation corresponding to the benefit value arising from the grant of the option, if any.
The Company may allow the Participant in the LTIP to exercise their warrants through a cashless exercise that the Company deems fitting, including but not limited to loan-financed exercise of the warrants or subscription of a lower number of shares without cash consideration.
Reasons for the deviation from the shareholders' preferential rights
The reason for the deviation from the shareholders' preferential rights is to create involvement for the Participants in terms of the Company's and the Group's development and to ensure that these individuals share the goal of generating value-adding growth, and to motivate continued employment and assignments. The warrants are proposed to be issued to the Company for transfer to Participants in the LTIP.
Dilution, costs etc.
The Company has a total share capital of SEK 14,265,488 divided into 7,132,744 shares. Each share entitles to one vote in the Company.
There are 3,366,014 outstanding warrants of which 2,636,112 warrants are issued within nine (9) Long Term Incentive Programs for employees, senior management and the board of directors of the Group, of which the first program comprises of 750,458 warrants ("2023/2026:A"), the second program comprises of 1,534,808 warrants ("2023/2026:B"), the third program comprises of 203,350 warrants ("2023/2026:C"), the fourth comprises of 25,125 warrants ("2024/2027:A"), the fifth comprises of 41,135 warrants ("2024/2027:B"), the sixth comprises of 5,052 warrants ("2024/2027:C"), the seventh comprises of 22,256
warrants ("2025/2028:A"), the eighth comprises of 48,364 warrants ("2025/2028:B"), and the ninth comprises of 5,564 warrants ("2025/2028:C").
As a result of the share consolidation (1:50) which was resolved upon at the extraordinary general meeting on 1 November 2023, fifty (50) warrants under the programs 2023/2026:A, 2023/2026:B and 2023/2026:C entitle to subscribe for one new share in the Company. The exercise price of the warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 12 June 2023, the exercise price of the warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 23 May 2024, and the exercise price of the warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C corresponds to 100 per cent of the volume weighted average last closing price for the Company's shares on Nasdaq First North Premier Growth Market during the period of the last five trading days immediately preceding 22 May 2025. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C may be exercised from and including 1 July 2026 until and including 31 December 2026. The warrants in the incentive programs 2023/2026:A, 2023/2026:B and 2023/2026:C not exercised at latest on 31 December 2026 will lapse. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C may be exercised from and including 1 July 2027 until and including 31 December 2027. The warrants in the incentive programs 2024/2027:A, 2024/2027:B and 2024/2027:C not exercised at latest on 31 December 2027 will lapse. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C may be exercised from and including 1 July 2028 until and including 31 December 2028. The warrants in the incentive programs 2025/2028:A, 2025/2028:B and 2025/2028:C not exercised at latest on 31 December 2028 will lapse.
When fully exercised the warrants under this proposal will lead to 93,126 new shares being issued in the Company (with reservation for potential re-calculations in accordance with customary terms for the warrants), resulting in a dilution of approximately 1.29 per cent as far as the Company's share capital and voting rights/number of shares are concerned. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise.
Upon full exercise of the warrants under this proposed LTIP for employees outside of Sweden and full exercise of the warrants under the board of directors' and the nomination committee's proposed incentive programs for employees in Sweden and members of the board (all three incentive programs to be treated at the annual general meeting held on 19 May 2026) a total of 154,878 new shares will be issued in the Company, resulting in a dilution of approximately 2.13 per cent (of which approximately 0.09 per cent refers to the incentive program for members of the board, approximately 0.77 per cent refers to the incentive program for employees in Sweden and approximately 1.29 per cent refers to the incentive program for employees outside of Sweden) as far as the Company's share capital is concerned, as well as the total share/voting rights. The dilution effect has been calculated as the number of additional shares respectively votes at full exercise in all three incentive programs in relation to the sum of the current number of shares respectively votes, and the number of additional shares respectively votes at full exercise in all three incentive programs.
The warrants have been valued by an independent expert on behalf of the Company through the Black & Scholes formula. Since the strike price for shares due to utilization of the warrants cannot be determined until 18 May 2026 a fictitious strike price of SEK 130 has been used in the calculations. Each warrant has been valued at approximately SEK 35 each. In applying the Black & Scholes model, a risk-free interest rate of 1.75 per cent and a volatility of 45 per cent have been used.
No special social security contributions and taxes are expected to be incurred by the Group upon the transfer of the warrants to the Participants. Upon vesting of the Warrants (see further under "restrictions regarding disposal and exercise of the warrants"), social security contributions may be payable. It should be noted that the applicable tax rules in different jurisdictions may differ and may change. Costs will also be incurred by the warrant holders as a result of the Company paying compensation equal to the benefit value received by the Participants as a result of participating in the Long term incentive program 2026/2029:B. Participants in the Long Term Incentive Program 2026/2029:B shall also receive from the Company a cash payment equal to the benefit value arising from the grant of the option, if any.
Other external costs that arise as a result of the LTIP are mainly costs for advice and for registration and practical management of the program. Ongoing costs for administration and other costs are marginal.
The LTIP is expected to have a limited effect on the Company's key performance indicators.
Restrictions regarding disposal and exercise of the warrants
The Participants will not be able to exercise the warrants unless they have previously been offered to the Company and subsequently transferred to the Participants. Furthermore, the Participants will only be able to subscribe for shares with the support of the warrants after special agreed vesting periods. Such restrictions will be agreed upon, in separate warrant agreements, with the respective Participant in connection with their acquisition of warrants from the Company. According to the warrant agreements the total amount of warrants that are allotted to each Participant shall be vested in three equal parts as of 1 July from 2027 to 2029 (i.e. approximately 33 per cent of the total number of warrants will be vested each year) and conditional on continued employment/assignments in the Group, with reservation for the terms in the separate warrant agreement that shall be entered into between each Participant and the Company. For example a person that was employed or hired as consultant as of the previous 1 July that is still employed or hired as consultant as of 1 July 2027 shall be allowed to keep his/hers warrants that has been vested during 2026/2027 (i.e. approximately 33 per cent of his/hers maximum allotment) and correspondently a person that is still employed or hired as consultant as of 1 July 2028 will be allowed to keep his/hers vested warrants for 2026/2027 and 2027/2028 (i.e. approximately 66 per cent of his/hers maximum allotment), with reservation for the terms regarding pre-mature termination of service (so called good and bad leaver terms) and other customary terms for warrant agreements.
Preparation of the proposal
The proposed LTIP has been prepared by the board of directors in consultation with external advisors and after consultations with certain major shareholders. The final proposal has been submitted by the board of directors.
Miscellaneous
It is proposed that the annual general meeting resolve to adopt the LTIP described above and decide on the issue of warrants on the above terms including approval of the Company's transfer of warrants to the Participants.
The Board of Directors, or a person appointed by the board of directors, shall have the right to make the minor adjustments required to register the resolution, and the board of directors shall have the right to make the minor adjustments required in the LTIP in order to be conformal with applicable foreign laws and regulations.
Majority requirements
This proposal to adopt the incentive programme and to issue warrants, as well as the approval of the transfers of warrants from the Company to the Participants, is governed by the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) 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 7,132,744. 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 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. 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: ann-christin.lejman@aac-clydespace.com.
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.
_____
AAC Clyde Space AB (publ)
Uppsala, April 2026
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, available for download at www.aac-clyde.space.
For more information:
Håkan Tribell, Director of Marketing and Communications
email: investor@aac-clydespace.com, phone: +46 707 230382, website: http://www.aac-clyde.space.
ABOUT AAC CLYDE SPACE
AAC Clyde Space AB (publ) provides small satellite technologies and services that help governments, businesses and institutions access high-quality data from space. Covering satellite components, mission services and space-based data delivery, the company offers end-to-end solutions that turn space-based intelligence into real-world impact. Applications include weather monitoring, maritime safety, security and defence, agriculture and forestry.
AAC Clyde Space is headquartered in Uppsala, Sweden, with operations also in the UK, Netherlands, South Africa and the USA. The company's shares are traded on Nasdaq First North Premier Growth Market in Stockholm (Ticker: AAC) and on the US OTCQX Market (OTCQX: ACCMF). The Company's Certified Adviser is DNB Carnegie Investment Bank AB.
Attached files
Notice-to-attend-the-annual-general-meeting-in-AAC-Clyde-Spac.pdfEricsson
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