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


2006-03-31, 09:32
With this notice, shareholders of Cybercom Group Europe AB (publ) are invited to the AGM on Friday, 28 April 2006 at 11 AM in the company’s office at Fleminggatan 20, Stockholm, Sweden.

Shareholders who wish to participate in the AGM must:
• Be registered in the VPC AB share database by Saturday, 22 April 2006 (banks are closed on Saturday so register by Friday, 21 April 2006 at the latest).
• Have sent notification to the company at this address by Tuesday, 25 April 2006 by 12 NOON: Cybercom Group Europe AB (publ), Box 7574, SE 103 93 Stockholm, Sweden, or
• Phoned the company by 25 April 2006 before 12 NOON: +46 8 578 646 00.

When submitting notification of attendance, specify all names, Swedish civil registration numbers (or corporate IDs), addresses, and phone numbers plus the number of accompanying persons. 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. By Saturday, 22 April 2006 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.

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 2005 financial year report, the annual and auditors’ reports, the consolidated income statement, and the Group’s auditor’s report.
8. Passing resolutions on:
a) Adoption of the income statement, balance sheet, consolidated income statement, and consolidated balance sheet.
b) Appropriation of the company’s profits/losses, as per the adopted balance sheet.
c) Discharging the board and CEO from liability.
9. Determining the number of board members and board deputies that will be elected at the AGM.
10. Determining board remuneration and auditors’ fees.
11. Electing board members and board deputies.
12. Accepting the new articles of association.
13. Authorising the board to decide on new share issues.
14. Authorising the board to buy back company shares.
15. Authorising the board to take a decision regarding a participating loan or an equity loan.
16. Selecting a nomination committee and a remuneration committee.
17. Taking up other AGM business in line with the articles of association or the Companies Act.
18. Closing the meeting.

Item 2. Selecting a chairman
The nominating committee proposes that Gert Schyborger be appointed AGM chairman.

Item 8 b). Appropriation of company profit
The board and CEO propose no dividend distribution and that the company’s profit for the 2005 financial year is carried over to new accounts.

Item 9. Determining the number of board members and deputies
The nomination committee proposes appointment of six regular board members.

Item 10. Determining board remuneration and auditors’ fees
The nomination committee proposes that remuneration of SEK 250,000 should be paid to the board chairman and that remuneration of SEK 125,000 should be paid to each of the other board members and that remuneration to the auditors should be paid as per special agreement.

Item 11. Electing board members
Shareholders, which represent 46% of all shares and votes, stated that they intend to vote for the nomination committee’s proposal to re-elect Per Edlund, Lars Persson, and Ulf Körner and to newly elect Per-Eric Fylking as chairman and Per Norén and Eva Gidlöf as board members.

Per-Eric Fylking was born in 1939 and is proposed as the new chairman of the Cybercom board starting in 2006. His career involved work in Swedish industry and the telecom sector in, e.g., management positions within Telia. He is now involved with full-time professional board work. He is board chairman for Overseas Telecom AB, Red Pill AB, and Turn Around Holding AB and is a board member for Observer AB, Vemdalsfjäll AB, and Suntel on Sri Lanka. He holds no shares in Cybercom.

Eva Gidlöf was born in 1957. She is CEO of Bankgirocentralen (BGC) AB and is proposed as a new member of the Cybercom board, starting in 2006. Since 1980, she’s worked in various consulting and management positions. For 20 years, she has had management positions on various levels and an extensive career within the Capgemini Group and as CEO for Capgemini Ernst & Young in Sweden. She contributes valuable competence within strategic advisory and operational management. Other board positions include: Intellecta AB (publ.), Cad-Q Holding AB (publ.), BGC Holding AB, and Bankernas arbetsgivareorganisation BAO. She holds no shares in Cybercom.

Per Norén was born in 1965. He is president and CEO of Carmen Systems AB (publ.) and is proposed as a new member of the Cybercom board, starting in 2006. During the past 10 years, he has worked in management positions within the software and IT sector. He has been CEO of Carmen Systems since 1998. Norén contributes extensive experience from working with emerging companies on an international market and with software and services development. He is on the board of Vikom Väst AB. He holds no shares in Cybercom.

Per Edlund was born in 1958 and has been a Cybercom board member since 2003. He is CEO of Consafe IT AB and JCE Gruppen Fastighets AB. He contributes experience from company acquisitions and business development. He is board chairman of Docteq AB, PipeChain AB, and PipeChain Sverige AB and a board member of Smarteq AB and Consafe Logistic AB, BV, and AS. He owns 28,194 shares in Cybercom. JCE Group AB, an associate company, is Cybercom’s largest owner.

Ulf Körner was born in 1946. He has been a board member since 2005. He is professor of telecom traffic systems and head of the Institute for Telecommunications Systems at Lund Technical University. He contributes extensive telecom market knowledge and experience. Other board positions include: board chair of UpGrade Communication AB and board member of the National Post and Telecommunications Agency, Doro AB, Cale Ticketing Gruppen AB, and Consafe IT AB, which is in JCE Group AB. He holds no Cybercom shares.

Lars Persson was born in 1956. He has been a board member since 1998 and is CEO of Marratech AB. He contributes valuable expertise and deep insight into the telecom market – thanks to extensive telecom industry experience (management) for companies such as Telia Mobile and Telenor. Other board positions include: Marratech Inc., Repeatit AB, and Turn to Törn AB. He holds no Cybercom shares.


Item 12. Accepting the new articles of association (AA)
The board proposes that the AGM approves the company’s AA changes that align Cybercom’s AA with requirements in the new Companies Act. The proposed changes mean that:
• The provision governing the share’s nominal amount is replaced with a provision on the lowest and highest number of shares in the company
• Notification occurs via announcements in Post- and Inrikes Tidningar, Dagens Industri, and possibly another newspaper
• Those who are not Cybercom shareholders have the right to attend or follow the AGM, as per board-established conditions
• The board may solicit powers of attorney at the company’s cost.

Certain editorial changes may also occur.

Item 13. Authorising the board to issue shares
The board proposes that it should be authorised to decide on new share issues of a maximum of 1,000,000 shares – on one or more occasions to increase the company’s share capital – during the period until the next AGM. The board thus has the right to:
• Deviate from shareholders’ preferential rights.
• Determine any other form of payment besides cash payment.

Authorisation covers share issues in connect with acquisitions of companies or operations for which payment totally or partially consists of shares. Deviation from shareholders’ preferential rights gives the board increased negotiation opportunities when dealing with the company’s capital structure. The deviation also facilitates acquisition of companies.

Item 14. Authorising the board to buy back 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 capital structure.
c) Shares must be bought at their public-trading prices. The purchase amount must be paid to the sellers as per the stock exchange’s (Stockholmsbörsen) specified payment period.
d) The authorisation applies for one year from the date that the AGM takes the decision, i.e., 28 April 2007.

Item 15. Authorising the board to take out 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 of participating as well as equity loans, 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.

Item 16. Selecting a nomination committee and a remuneration committee
Shareholders, which represent 46% of the shares and votes, proposed these persons for the new term of office until a new nomination committee is appointed (or the AGM decides otherwise):

• Per Edlund, chairman, as representative for the company’s majority shareholders; Magnus S Eriksson, portfolio manager for Livförsäkringsaktiebolaget Skandia, as representative for one of the company’s large institutional owners, and John Örtengren, representative for minority shareholders via the Swedish Shareholders' Association.

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 2007 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 2007 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 Per-Eric Fylking (convener), Eva Gidlöf and Per Edlund; this committee shall work with principles for setting salaries and other employment terms and conditions for Cybercom’s CEO and executives.

Documents
Shareholders may obtain copies of the annual and auditors’ reports and all complete board proposals for resolution, which will be available at the company two weeks before the AGM.

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


Stockholm, Sweden. 31 March 2006
Cybercom Group Europe AB (publ.)
The board

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