The Nomination Committee's proposal for the annual shareholders' meeting 2024 and reasoned statement

____________________________________________________________

  1. Background
  1. In accordance with the adopted guidelines on the annual shareholders' meeting in AAC Clyde Space AB (publ) (below "AAC" or the "Company") on 23 May 2019, a Nomination Committee has been appointed.
  2. The Nomination Committee has consisted of Rolf Hallencreutz (the chairman of the board of directors of the Company), Nils Bernhard, Mathias Dittrich (appointed by Soltorpet AB) and Dino Lorenzini.
  3. Mathias Dittrich has been the Chairman of the Nomination Committee.
  4. The Nomination Committee shall represent the Company's shareholders in all questions which fall within the Nomination Committee's field of responsibility.
  5. The Nomination Committee has found no reason to present any proposal for the amendment of the principles for the appointment of and instructions concerning a Nomination Committee, adopted at the annual general meeting held 23 May 2019. The principles are available at the Company's website.
  6. The Nomination Committee shall prepare and submit proposals to the annual shareholders' meeting regarding inter alia:
    1. the Chairman at the annual shareholders' meeting;
    2. the number of board members elected by the shareholders' meeting;
    3. the Chairman and other members of the board elected by the shareholders' meeting;
    4. fees and other remuneration for each of the members of the board elected by the shareholders' meeting and for members of board committees (where applicable);
    5. the number of auditors;
    6. the auditors; and
    7. the fee for auditors.
  1. The Nomination Committee's work
  1. The Nomination Committee has held three recorded meetings.
  2. The Company's shareholders have been informed on the Company website, that it has been possible to submit proposals to the Nomination Committee.
  3. Initially, the Nomination Committee has oriented itself with regard to how the work in the board has been conducted and how it works as well as with regard to the Company's strategy and future challenges, the Nomination Committee has furthermore evaluated which competence and experience the members of the board should possess, which has served as guidance for the Nomination Committee's work.
  4. The Chairman of the board has ensured that the Nomination Committee has received all relevant information on how the work has been conducted in the board during the year.
  1. The Nomination Committee's proposals

1

SW43491966/2

In summary, the Nomination Committee submits the following proposals:

Item 1. Election of chairman of the meeting

The Nomination Committee proposes to the annual shareholders' meeting that Rolf Hallencreutz is elected as Chairman of the annual shareholders' meeting 2024, 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 to the annual shareholders' meeting that six (6) ordinary board members, without deputies, are elected until the end of the next annual shareholders' meeting, and that one registered public audit firm, is elected as the audit firm until the end of the next annual shareholders' meeting.

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

The Nomination Committee proposes to the annual shareholders' meeting that remuneration to the board members elected by the shareholders' meeting shall remain unchanged. The remuneration shall be paid in accordance with the following:

  • SEK 450,000 to the Chairman of the Board; and
  • SEK 225,000 to each of the other board members.

The Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with customary norms and approved invoice.

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 and Dino Lorenzini and new-election of Stuart Martin and Michael Mattsson as ordinary board members until the end of the next annual general meeting. Furthermore, it is proposed that Rolf Hallencreutz is re-elected as chairman of the board of directors.

Information on the proposed board members

Stuart Martin, born 1968

Experience: 20 years as a space industry leader and executive, working at the intersection of the public and private sector. 10 years as CEO of Satellite Applications Catapult, driving innovation and growth across the space ecosystem. Chair, NED and advisor to several early-stage companies.

Education: BSc Physics (First Class), Imperial College.

Current assignments: Visiting Professor, Imperial College; Chair, Space Solar Group Holdings Ltd; Chair/NED to two Catapult spinouts; Chair of Trustees, National Space Centre, Leicester; Advisor, Citicourt & Co (corporate finance); Advisor to MD, Astroscale UK Ltd.

Previous assignments (last five years): Chief Executive, Satellite Applications Catapult (2013- 2023); NED to Bird.i (Catapult spinout), sold to Meyers Research | Hanley Wood in 2020.

Independent in relation to the Company and the Company management: Yes.

Independent in relation to the major shareholders: Yes.

2

SW43491966/2

Holdings in AAC: None.

Michael Mattsson, born 1973

Experience: Michael has vast experience from Corporate Finance in Sweden (e.g. Enskilda Securities) and in the U.S. (the Blackstone Group in New York), specializing in driving small cap growth through M&A. In addition, Michael has experience from Board work at Nasdaq listed companies.

Education: MSc in Business Administration from the Stockholm School of Economics.

Current assignments: Michael is Head of Business Development at Copperstone Resources AB (Nasdaq Main Market, ticker COPP). Member of the Board of Svenska Pannkakshuset AB and Deputy Board member at Kriforma AB.

Previous assignments (last five years): CEO of Copperstone Resources AB 2018-2021; Board member at Copperstone Resources AB 2015-2023 and Endomines AB (Nasdaq Main Market) 2017-2020.

Independent in relation to the Company and the Company management: Yes.

Independent in relation to the major shareholders: Yes.

Holdings in AAC: 30,000 shares.

The Nomination Committee proposes that Öhrlings PricewaterhouseCoopers AB is re-elected as auditor for the period until the end of the next annual shareholders' meeting, in accordance with the board of directors' recommendation.

Item 16. Resolution on directed issue of warrants (long term incentive program) to the Company for transfer to members of the board of directors within the incentive program

The Nomination Committee (excluding Rolf Hallencreutz and Dino Lorenzini) proposes that the annual general meeting resolves to implement a long-term incentive program ("LTIP C") by an issue of warrants including approval of transfer of warrants as set out in the complete proposal by the Nomination Committee.

4. The Nomination Committee's reasoned statement regarding the proposal for board of directors

  1. The proposed board is, with regard to the Company's activity, stage of development and other conditions in general, considered as an adequate board composition in relation to the qualifications, experience and background of the pro-posed board members. In addition, the Nomination Committee has applied the guidelines stated in paragraph 4.1 of the Swedish Corporate Governance Code regarding the requirement for versatility and breadth in the Board of Directors and the requirement to strive for an even gender distribution, however, it is a long- term work.
  2. The proposed board meets the independence requirements of the Swedish Corporate Governance Code. All proposed board members, except Rolf Hallencreutz and Dino Lorenzini, are considered to be independent towards the Company and its management. All proposed board members, except Dino Lorenzini, are considered to be independent to major shareholders. The Nomination Committee therefore considers the proposed board composition to be adequate in order to meet the needs which the Company is facing and will be facing in relation to the Company's activity.

3

4.3 Information on the board members who are proposed for re-election as well as new-election can be found at the Company's website, www.aac-clyde.space.

________________

The Nomination Committee

SW43491966/2

4

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

AAC Clyde Space AB published this content on 29 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2024 10:42:05 UTC.