The warrant programme expired in 2010. The exercise price was higher than the market price, so the warrants were not used.
Deciding on warrants issue and approving transfer of warrants to executives and key persons.
Shareholders, which represent 49% of all shares and votes in the company, stated that they support the board's proposal for a warrant issue. The proposal primarily means:
A. The board proposes that the company shall issue at most 390,000 warrants. With deviation from shareholders' rights, Cyber Com Consulting Uppsala AB (subsidiary) shall be entitled to subscribe to the warrants. Subscription shall occur by 29 April 2008 at the latest. Warrants are issued without payment. The subsidiary shall transfer the warrants as per what is specified in item B below.
Each warrant entitles the right to subscribe in one share in the company. Share subscription, as per conditions for warrants, must occur between 1 June 2010 and 14 June 2010.
The subscription rate shall increase to an amount equivalent to 108.6% of the average of the company's latest quoted rates between 28 April 2008 and 12 May 2008 on the OMX Nordic Exchange Stockholm. With exercise of the warrants, Cybercom's share capital will increase by at most SEK 390,000, resulting in a dilution effect of about 2% of the total number of shares in the company.
The reason for deviation of shareholders' right is to (i) recruit and retain executives and other key person by offering them long-term owner involvement in Cybercom, (ii) offer them opportunities to participate and influence positive value development of Cybercom's share during the two-year period covered by the program, and (iii) increase their feelings of solidarity with the company.
B. The board proposes that the AGM approves the subsidiary's assignment of warrants under these conditions:
Executives and other key persons in Cybercom have the right to acquire warrants from the subsidiary if, at the application period's end they have not resigned or have not been fired. Employees outside Sweden may acquire warrants if (i) permitted by law and (ii) the board deems that this can occur with reasonable administration and financial effort.
Warrant acquisition application shall occur between 29 April 2008 and 27 May 2008. Warrant distribution shall occur in whole blocks and in amounts that the authorised applicants applied for. Distribution can occur in these categories: (i) CEO/managing directors (currently 3 persons); (ii) executives (currently 13 persons); and (iii) other key persons (currently 27 persons). Category iii has two groups, based on level of responsibility. The highest number of warrants per category is: (i) 30,120; (ii) 10,040; and (iii) 5,020 and 2,510.
The subsidiary has the right to hold 36,000 warrants, plus the number of warrants that are not acquired during the application period, for sales to newly hired executives or key persons. Such warrants shall be sold as per the proposal that follows. Warrant transfers shall occur on market terms at a set price based on estimated market value for warrants, using of the Black & Scholes valuation model, which is implemented by independent appraisers.
C. The board proposes that the AGM commissions Cybercom's board to (i) implement an issue decision as per item A above and (ii) ensure that the subsidiary's board implements warrant sales as per item B above. The board also proposes to be authorised to make minor adjustments in the AGM's decision. These adjustments may be necessary when the warrants are registered with the Swedish Companies Registration Office and VPC.
Item 16. Authorising the board to decide on share issues to increase share capital
The board proposes that the AGM authorises the board to decide on a Cybercom share-capital increase. The authorisation is for one or more occasions until the next AGM and with or without shareholders' rights. The share-capital increase may occur via one or more share issues for a total of the highest number of shares equivalent to (at most) 10% of the total number of shares that the company had issued at the time of the authorisation.
The new shares must be issued at a market-based issue price, with reservation for a market-based issue discount. Besides cash, shares shall be paid for via capital contributed in kind or via an item under receivables – as per Chapter 13 §5, paragraph 6 of the Companies Act. The board may also (as per Chapter 13 §5, paragraph 6 of the Companies Act), accounting for the above terms, decide on other terms that the board deems necessary for implementing an issue.