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


2007-04-10, 11:41
With this notice, shareholders of Cybercom Group Europe AB (publ) are invited to the AGM on Tuesday, 8 May 2007 at 2 PM in Cybercom’s facilities at Fleminggatan 20, Stockholm, Sweden.

Notification of participation. Shareholders who wish to participate in the AGM must:
• Be registered in the VPC AB share database by Thursday, 3 May 2007
• Have sent notification to the company at this address by 3 May 2007 by 4 PM:
Cybercom Group Europe AB (publ), Box 7574, SE 103 93 Stockholm, Sweden, or
• Phoned the company by 3 May 2007 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. 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 Thursday, 3 May 2007 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 a meeting chairperson.
3. Drawing up and approving the voting list.
4. Approving the agenda.
5. Electing two persons to check the minutes.
6. Confirming that the AGM was duly convened.
7. Presenting the CEO’s 2006 financial year report, the annual and auditors’ reports, the consolidated income statement, and the 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. Deciding on nomination and remuneration committees.
13. Accepting the new articles of association.
14. Authorising the board to decide on share issues to increase share capital.
15. Authorising the board to buy back company shares.
16. Authorising the board to take a decision regarding a participating loan or an equity loan.
17. Taking up other AGM business in line with the articles of association or the Companies Act.
18. Closing the meeting.

Item 2. Electing a meeting chairperson
The nominating committee proposes that John Örtengren, Sveriges Aktiesparares Riksförbund, be appointed AGM chairman.

Item 8 b). Appropriation of Cybercom’s profit, as per the adopted balance sheet
The board and CEO propose no dividend distribution and that the company’s balanced profit of
SEK 18,867,321 for the 2006 financial year is carried over to new accounts.

Item 9. Determining board remuneration and auditors’ fees
The nomination committee proposes that remuneration of SEK 300,000 should be paid to the board chairman and that remuneration of SEK 150,000 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 30 June 2007 and of seven regular board members starting 1 July 2007 for the period up to the next AGM.

Item 11. Electing board members
Shareholders, which represent 55% of all shares and votes, stated that they intend to vote for the nomination committee’s proposal to re-elect Eva Gidlöf, Lars Persson, Per Edlund, Per Norén, and Ulf Körner, and to newly elect Wigon Thuresson as board chairman; so from the day of the AGM until 30 June 2007, the board will consist of six members. The shareholders also intend to newly elect Thomas Landberg as a board member for the period starting 1 July 2007 up to the next AGM; during this period, the board will consist of seven members.

Wigon Thuresson, *1942, is the proposed new Cybercom board chairman (starting in 2007). His professional career includes many executive positions within Swedish business and industry such as CEO of Hexagon, Fabege, Sandbolm & Stohne, and most recently of Sweco, Sweden’s largest technological and industrial consultancy (was also on Sweco’s board). He contributes extensive, valuable experience from consultancies, company acquisitions, and growth initiatives. He holds no Cybercom shares.

Thomas Landberg, *1950, is the proposed new Cybercom board member (starting 1 July 2007). Since 1980, he as held various technical and management positions, such as CEO of Pricer AB, AT&T Nordic (NCR, Lucent Technologies), and Unisys Sweden – plus vice president in Ericsson Inc. and Ericsson Ltd. He contributes extensive, valuable experience from the telecom sector. He holds no Cybercom shares.

*Year of birth

Item 12. Deciding on nomination and remuneration committees
Shareholders, which represent 55% 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 representatives of the company’s two largest shareholders (JCE Group and Skandia), 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 2008 AGM proposals for:
- An AGM chairman
- Board members
- A board chairman
- Board remuneration, i.e., for the chairman and for other members plus remuneration for possible committee work.
- Auditors’ fees
- Nomination and remuneration committees for the 2008 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 according to 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 13. Accepting the new articles of association (AA)
The board proposes that the AGM approves these proposed AA changes, which mean that:
§ 4 is changed so that Cybercom’s share capital is at least SEK 12,435,757 and at most SEK 49,743,028;

§ 5 is changed so that the number of shares in Cybercom is at least 12,435,757 and at most 49,743,028 shares; and

§ 9, third paragraph, first sentence is changed to: “Shareholders that want to participate in the AGM must (1) be registered as a shareholder in a printed or another format of the entire shareholders' register, five working days before the AGM and must (2) submit notification of participation to Cybercom by 4 PM at the latest on the date specified in the AGM notification.”

Item 14. Authorising the board to decide on share issues to increase share capital
The board proposes that on one or more occasions until the next AGM, the AGM resolves to authorise the board to decide on a Cybercom share-capital increase:

a) Of at most of SEK 12,500,000 to be acquired via pre-emptive share issues for a total of at most 12,500,000 shares in the company. Shares not subscribed using pre-emptive rights during a pre-emptive share issue shall first be offered to those who subscribed for the issue using subscription rights – in relation to the number of subscribed shares. As per Chapter 13, §5, paragraph 6 of the Companies Act, the board may, accounting for the above-specified terms, decide on other terms that the board deems necessary for implementing an issue,

and

b) Via one or several share issues (waiving shareholders’ pre-emptive rights) for a total of the highest number of shares that is comparable to at most 10% of the total number of shares that the company issued at the time of 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 15. Authorising the board to buy back company shares
The board proposes that the AGM authorises the board to buy back Cybercom shares under these conditions:
a) Shares, corresponding to a maximum of 10% of Cybercom’s share capital, may be bought.
b) As needed, Cybercom’s shares may be bought to develop the company’s structural capital.
c) Shares must be bought at their public-trading prices. The purchase amount must be paid to the sellers as per the OMX Nordic Exchange’s specified payment period.
d) Authorisation applies for one year up to the next AGM.

Item 16. Authorising the board to take a decision regarding a participating loan or an equity loan
The board proposes that the AGM authorises the board to take decisions regarding (1) take out of a participating loan, (2) take out an equity loan, and (3) take out a combined participating and equity loan, as per Chapter 11, section 11 of the Companies Act – on one or more occasions during the period until the next AGM. If the board is authorised as per the above, then the company can take out loans for which interest (or the amount for which repayment must occur totally or partially) depends, for example, on the company’s profit/loss or financial position.

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 24 April 2007.

These documents will be sent to shareholders who request the documents and submit their mailing addresses. These documents will be available at the AGM. 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. April 2007

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