Notice of the annual general meeting of Cybercom Group AB (publ)


2011-03-29, 16:00
With this notice, shareholders of Cybercom Group AB (publ) “the Company” are invited to its annual general meeting (AGM) on Thursday, 28 April 2011 at 3 PM in Cybercom headquarters at Lindhagensgatan 126, Stockholm, Sweden.

Notification of AGM attendance

Shareholders who wish to attend the AGM must:

· Be registered in the Euroclear Sweden AB's share register by Wednesday 20 April 2011, and
· Send notification to the Company to be received before 4 PM on Wednesday 20 April 2011 at Cybercom Group AB (publ), Box 7574, SE-103 93 Stockholm, Sweden, or
· Register on the Company’s website: www.cybercom.com (http://www.cybercom.com/), or
· Phone the Company by 4 PM on 20 April 2011, at the latest: +46 8-578 646 00.

The notification of attendance must specify: the attendee’s full name, all civil identification numbers or corporate ids, addresses, phone numbers, shareholdings, and, where appropriate, information on shareholder assistants (maximum two). If you have appointed a proxy: Send a written, dated representatives’ or proxies’ authorisation or power of attorney with the notification. Proxy forms for shareholders who wish to participate by proxy are available on the company's website at www.cybercom.com and will be provided without charge to shareholders that request it by phone at +46 8-578,646 00. The power of attorney must not be issued more than one year prior to the AGM. If you represent legal entities: 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.

Personal data from the Euroclear Sweden AB share database will be used for registration and preparation of the AGM voting list.

Shareholders that have shares registered in names of nominees and that wish to participate at the AGM must request a temporary voting rights registration of the shares by Wednesday 20 April 2010, at the latest; Nominees should be informed well before this date.

Proposed agenda

1.       Opening of the AGM

2.       Election of chairman for the meeting.

3.       Establishment and approval of the voting list.

4.       Approval of the agenda.

5.       Election of two persons to verify the minutes.

6.       Consideration of whether the AGM was duly convened.

7.       Presentation of the annual report and the auditors’ report, and of the consolidated accounts and Group auditors’ report.

8.       Chief Executive Officer’s statement.

9.       Adoption of the income statement, balance sheet, consolidated income statement, and consolidated balance sheet.

10.     Resolution concerning adoption of profit/loss per the adopted balance sheet.

11.     Resolution to discharge the board and CEO from liability.

12.     Determination of the number of board members and deputy board members.

13.     Determination of board remuneration and auditor fees.

14.     Election of board chairman, other board members, and deputy board members, if applicable.

15.     Resolution concerning the nomination committee. 

16.     Resolution concerning remuneration guidelines for senior executives.

17.     Changes to the articles of association.

 18.    Closing of the AGM.

PROPOSALS FOR RESOLUTION

Item 2. Election of chairman for the meeting

The nomination committee, consisting of Hampus Ericsson (chairman), Erik Sjöström, John Örtengren, and Wigon Thuresson, proposes that board chairman Wigon Thuresson be appointed AGM chairman.

Item 10. Appropriation of profit

The board and CEO propose that of the profit available for allocation of SEK 665,786,365, dividend of SEK 0.50 per share shall be distributed to shareholders, and the remainder be carried over to new accounts, of which SEK 578,793,451 shall be allocated to the share premium reserve. The record date for dividend is proposed to be 3 May 2011. If the AGM resolves such, dividend is expected to be distributed through Euroclear Sweden AB on 6 May 2011.

Item 12. Determination of the number of board members and deputy board members

The nomination committee proposes that the board comprise six regular board members and no deputy members for the period until the end of the next AGM.

Item 13. Determination of board remuneration and auditor fees

The nomination committee proposes that board remuneration (excluding fees for committee work) be fixed at SEK 1,550,000 in total, wherein remuneration to the chairman of the board be increased to SEK 550,000, and remuneration to each of the other board members be fixed at SEK 200,000, unchanged compared with 2010. Remuneration to KPMG AB, the company's auditor, is proposed to be paid as per approved invoices.  In addition, remuneration to the audit committee of SEK 75,000 to the chairman and SEK 50,000 to other members is proposed, unchanged compared with 2010.

Item 14. Election of the board chairman and other board members

The company’s nomination committee proposes re-election of Margareta Alestig Johnson, Roger Bergqvist, Hampus Ericsson, Ulf Körner, and Thomas Landberg, and the new election of Jon Risfelt. Board member Wigon Thuresson has declined re-election. The nomination committee also proposes that Jon Risfelt be elected as board chairman. Shareholders representing 50.6 percent of all possible votes have stated that they intend to vote for the nomination committee’s proposal.

Jon Risfelt is born in 1961 and holds a Master of Science in Chemical Engineering from the Swedish Royal Institute of Technology. Risfelt has previously held many operational executive positions in such companies as Europolitan, Ericsson, SAS, American Express card and travel divisions, Nyman & Schultz (CEO), Vodafone Sweden (CEO), and Gambro Renal Products (CEO). He is currently a member of several boards, including BILIA AB, Braganza AS, TeliaSonera AB, Ticket Travel Group AB, Ortivus AB, C3 Technologies AB, and Mawell OY.

Cybercom's web site presents all the proposed board members.

Item 15. Resolution regarding the nomination committee

The nomination committee proposes that the AGM resolves:

To reappoint all current nomination committee members: Hampus Ericsson and Erik Sjöström as representatives of the Company’s two largest shareholders (JCE Group AB and Skandia Liv, respectively), and John Örtengren, representative for minority shareholders, and Jon Risfelt, chairman of the board, as convener and committee member. Risfelt does not have voting rights. Unless members agree otherwise, the nomination committee chairperson must be the committee member who represents the shareholder with the most votes.

That if, during the nomination committee’s term of office, a shareholder who is represented in the nomination committee is no longer one of the two largest shareholders (block of votes), then the member who represents such a shareholder must relinquish his or her position, and the shareholder who enters the rank of the two largest shareholders appoints a new member. 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.

That the nomination committee shall develop and submit proposals to the 2012 AGM for:

- AGM chairman

-Board members

-Board chairman

-Auditor

-Board remuneration, i.e., for chairman and for other members plus remuneration for committee work

Auditors' fees

-Nomination committee rules for the 2012 AGM.

That 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.

That the nomination committee sits until a new nomination committee is appointed (or the AGM decides otherwise).

Item 16. Resolution concerning remuneration guidelines for senior executives

The board proposes that the AGM pass a resolution on remuneration guidelines for executives. The resolution follows the guidelines determined by the 2010 AGM, and is based on existing contracts between the Company and the executives (here, executive means the CEO and other persons in Group management). The Company's website clearly presents this group.

The Company shall offer market rates that enable recruitment and retention of executives. Remuneration to senior executives consists of a fixed salary, variable pay, pension provisions, and other benefits such as leasing cars. The variable pay is based on achieved operational objectives; the wide majority of which correspond to financial goals. The CEO’s variable pay shall not exceed 30% of the fixed salary. For other executives, variable pay may not exceed two monthly salaries.

Retirement age for executives is 65. The Company shall annually set aside an amount equivalent to 30% of the CEO's annual salary for pension and insurance solutions. Other executives’ pension benefits are determined by a Group-wide scale based on age and salary.

 Local rules apply for persons outside of Sweden. All executives, including the CEO, are obligated to give 6-month notice when terminating their employment. The Company is obligated to give a 6-month notice when terminating the CEO’s employment, and between a 6 and 18-month notice for other executives. The CEO and certain other executives are entitled to 6-month severance pay in addition to salary during the notice period. Total value of these benefits, in relation to the total remuneration, must be limited and equivalent to normal market terms and conditions. The board may make exceptions to these guidelines if, in an individual case, there is reason to do so.

Item 17. Changes to the articles of association.

The board proposes a change to the articles of association, section 9, as follows.

The first paragraph, which specifies the time of the AGM notification, would be removed as the time for the notification is specified in the Companies Act.

The second paragraph, which specifies the method of notification, would be changed as follows: “AGM notification shall be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website. A notice of the summons shall be published in Dagens Industri.”

A valid decision – as per the board's proposal in item 17 – 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 36,087,899.

Shareholder’s right to request information

As per Chapter 7, section 32 of the Companies Act, shareholders are entitled to request information concerning conditions that could affect the assessment of an item on the agenda, and conditions that could affect assessment of the company’s financial situation. The Board of Directors and CEO must disclose such information provided that the Board deems that this is possible without causing material damage to the company.

The disclosure obligation also applies to the company’s relationships with other Group companies, the consolidated financial statements, and such conditions described above that concern subsidiaries.

Documents

The annual report for 2010, the auditors’ reports, the auditor statement as per the Swedish Companies Act chapter 8 section 54, and all complete board proposals for resolution will be available at the Company at the above address and on the Company’s web site www.cybercom.com, on Thursday 7 April 2011, and will be sent to shareholders who request them and state their postal address.

Stockholm, Sweden, March 2011

Cybercom Group AB (publ)

Board of Directors

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