Notice of the annual general meeting (AGM) of Cybercom Group Europe AB


2008-03-25, 08:00
With this notice, shareholders of Cybercom Group Europe AB (publ) are invited to the AGM on Tuesday, 22 April 2008 at 3 PM in Cybercom’s facilities at Årstaängsvägen 19 B, Stockholm, Sweden.

Notification of participation. Shareholders who wish to participate in the AGM must:
• Be registered in the VPC AB share database by Wednesday, 16 April 2008
• Have sent notification to the company at this address by 16 April 2008 by 4 PM:
Cybercom Group Europe AB (publ), Box 7574, SE 103 93 Stockholm, Sweden, or
• Phoned the company by 16 April 2008 by 4 PM:
+46 8 578 646 00.

When submitting notification of attendance, specify all names, Swedish civil registration numbers (or corporate IDs), addresses, and phone numbers. Representatives’ or proxies’ authorisation/power of attorney must be sent in writing with your notification; a power of attorney form is available at www.cybercomgroup.com and is also sent to shareholders upon request and without costs when they submit their mail or e-mail addresses. Those who represent legal entities must present proof of registration (or comparable authorisation evidence), which indicates the name of the person who is authorised to sign for the company or organisation. If shareholders will bring one or two assistants to the AGM, then Cybercom must be informed as per the above.

By Wednesday, 16 April 2008 at the latest, shareholders whose shares are registered in names of nominees (through banks’ notaries or other administrators) must temporarily register the shares in their own names if they want to exercise their voting rights at the AGM; nominees should be informed well before this date.

Proposed agenda:
1. Opening of meeting.
2. Electing meeting chairperson.
3. Drawing up and approving voting list.
4. Approving agenda.
5. Electing two persons to check meeting minutes.
6. Confirming that the AGM was duly convened.
7. Presenting the CEO’s 2007 financial year report, annual and auditors’ reports, consolidated income statement, and Group’s audit report.
8. Passing resolutions on:
a) Adoption of the income statement, balance sheet, consolidated income statement, and consolidated balance sheet.
b) Appropriation of Cybercom’s profits/losses, as per the adopted balance sheet.
c) Discharging the board and CEO from liability.
9. Determining board remuneration and auditors’ fees.
10. Determining the number of board members and board deputies that will be elected at the AGM.
11. Electing board members and board deputies.
12. Electing auditors
13. Deciding on nomination and remuneration committees
14. Authorising the board to decide on guidelines for executives' remuneration.
15. Deciding on warrants issue and approving transfer of warrants to executives and key persons.
16. Authorising the board to decide on share issues to increase share capital.
17. Authorising the board to buy back company shares and assign treasury shares.
18. Taking up other AGM business in line with the articles of association or the Companies Act.
19. Closing the meeting.

Item 2. Electing a meeting chairperson
The nominating committee proposes that Wigon Thuresson is appointed AGM chairman.

Item 8 b). Appropriation of Cybercom’s profit/loss
The board and CEO propose no dividend distribution and that the company’s balanced profit of
SEK 405,169,551 for the 2007 financial year is carried over to new accounts.

Item 9. Determining board remuneration and auditors’ fees
The nomination committee proposes that remuneration of SEK 400,000 should be paid to the board chairman and that remuneration of SEK 200,000 should be paid to each of the other board members and that remuneration to the auditors should be paid as per special agreement.

Item 10. Determining the number of board members
The nomination committee proposes that the board consists of six regular board members from the day of the AGM up to the next AGM.

Item 11. Electing board members
Shareholders, which represent 49% of all shares and votes, stated that they intend to vote for the nomination committee’s proposal to re-elect Wigon Thuresson, Per Edlund, Lars Persson, Thomas Landberg, Eva Gidlöf, and Ulf Körner for the period up to the next AGM. Cybercom's web site presents the proposed board members.

Item 12. Electing auditors
Shareholders, which represent 49% of all shares and votes, stated that they intend to vote for the nomination committee’s proposal to select the KPMG auditing firm as Cybercom's auditor and Anders Malmeby as head auditor.

Item 13. Accepting nomination and remuneration committees’ proposals
Shareholders, which represent 49% of the shares and votes, proposed these persons for the new term of office until the new nomination committee is appointed (or the AGM decides otherwise):
• Per Edlund, chairman, and Magnus S Eriksson, as representative of the company’s two largest shareholders (JCE Group AB and Skandia Liv), and John Örtengren, representative for minority shareholders via the Swedish Shareholders' Association. Unless members agree otherwise, the nomination committee chairman must be the committee member who represents the shareholder with the most votes.

The shareholders also propose to the AGM that:
• If, during the nomination committee’s term of office, shareholders that are represented in the nomination committee are no longer among four largest shareholders (block of votes), then members who represent such shareholders must put their positions at the disposal of shareholders that enter the rank of the four largest shareholders, which have the right to appoint new members. Shareholders that appoint nomination committee members have the right to discharge members and appoint new members. Changes in the nomination committee’s composition shall be made public as soon as they occur.
• The nomination committee shall develop and submit to the 2009 AGM proposals for:
- An AGM chairman
- Board members
- A board chairman
- Board remuneration, i.e., for chairman and for other members plus remuneration for possible committee work
- Auditors’ fees
- Nomination and remuneration committees for the 2009 AGM
• In conjunction with its assignments, the nomination committee shall comply with the Corporate Governance Code, concerning nomination committee responsibilities such as submitting certain information to the company so that the company can fulfil its communications obligations per the code.
• The remuneration committee shall consist of Wigon Thuresson, Per Edlund, and Eva Gidlöf; this committee must work with principles for setting salaries and other employment terms and conditions for Cybercom’s CEO and executives.

Item 14. Authorising the board to decide on guidelines for executives' remuneration
The board proposes that AGM participant pass a resolution on remuneration guidelines for executives. Cybercom shall offer market-based compensation that enables recruitment and retention of executives (here, executive means someone in Group management). CEO and other executives' remuneration consists of a fixed and variable part. The fixed part consists of salary, pension provisions, and other benefits such as leasing cars. The variable part consists of bonus and warrants. The variable part of the CEO's and other executives' salaries must be maximised and may never exceed the fixed part. The variable part is based on achieved financial objectives at the group level and individual level. For pension solutions, the fundamental principle is that market conditions are applicable in the country in which the executives permanently reside. Retirement age is 65. The company shall annually set aside an amount equivalent to 30% of the CEO's annual salary for pension and insurance solutions, i.e., 30% of the part of the salary on which pension is based. Other executives' pension benefits must be defined contribution plans and must correspond to national pension plans. The company and the CEO are both obligated to give 6-month notice when terminating employment. In addition, the CEO is entitled to severance pay equivalent to 6-months' salary if the company terminates the employment. The company and other executives are obligated to give 6-month notice when terminating employment.

Item 15. 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.


Item 17. Authorising the board to buy back company shares
The board proposes that the AGM authorises the board (one or more occasions until the next AGM) to decide to:
• Buy back company shares on the OMX Nordic Exchange Stockholm or as per the acquisition proposition to shareholders.
• Transfer company shares on the OMX Nordic Exchange Stockholm via a proposition that is directed to all shareholders, or during company acquisitions, entails the right to decide to deviate from shareholders' rights and that payment could occur (besides cash) via capital contributed in kind or via an item under receivables.

Buyback may occur for up to one-tenth of all shares in the company. Acquisition and transfer of shares on the stock exchange may occur only at a price within the noted price range at the time of the transaction.

Transfers associated with company acquisitions may occur at the lowest price per share, equivalent to what the board deems as market value. The purpose of the proposed buyback opportunity, share-transfer opportunity, and deviation from shareholders' rights is to (i) give the board increased scope when working with the capital structure and (ii) facilitate company acquisitions.

Majority requirements
A valid decision – as per the board's proposal in item 14 – requires that the decision is supported by at least nine-tenths of the votes cast as well as represented shares at the AGM. A valid decision – as per the board's proposal in items 15 and 16 – requires that the decision is supported by at least two-thirds of the votes cast as well as represented shares at the AGM.

Number of shares and votes in the company
The total number of shares and votes in the company on the date this notification was issued is 24,307,709.

Documents
Copies of the annual and auditors’ reports and all complete board proposals for resolution will be available at Cybercom at the above address on Tuesday 8 April 2008. These documents will be sent to shareholders who request the documents and submit their mailing addresses. The board’s complete proposals for resolution will also be displayed on Cybercom’s web site: www.cybercomgroup.com.

The board

Cybercom Group Europe AB (publ.)

Stockholm, Sweden, March 2008


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