Attendance notification. Shareholders who wish to participate in the EGM must:
• Be registered in the VPC AB share database by Thursday, 17 January 2008.
• Have sent notification to the company at this address by 17 January 2008 at 12 NOON:
Cybercom Group Europe AB (publ), Box 7574, SE 103 93 Stockholm, Sweden, or
• Phone the company by 17 January 2008 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 of all attendees. 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 wish to send one or two representatives to the EGM, then these participants must be registered with Cybercom as specified above.
Shareholders whose shares are registered in nominees’ names (through banks’ notaries or other administrators) must temporarily register the shares in their own names (with VPC AB) – if they want to exercise their voting rights at the EGM – before Thursday, 17 January 2008; nominees should be informed well before this date.
The board proposes this EGM 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. Approving Cybercom’s acquisition of all shares in Plenware OY (hereafter Plenware).
7. Deciding to issue shares – due to payment of purchase price as per item 6 below.
8. Closing the meeting.
The board proposes that EGM participants approve Cybercom’s initial 18 December 2007 share transfer contract (STC) with all shareholders of Plenware regarding acquisition of all shares in Plenware. The major shareholders are Almare Group Oy and Sention Group Kasvurahasto Ky.
The purchase price for 100% of the shares is EUR 32,784,504 plus EUR 14,215,496 in liabilities and obligations in Plenware. Of the purchase price, EUR 10,928,168 is being paid in Cybercom shares that may be able to offset the sellers' claims for this part of the purchase price. An additional purchase price is expected to be paid, based on 2007 and 2008 profit. The additional purchase price is maximised to EUR 2,500,000 and EUR 5,500,000. Plenware runs a wide-margin operation with EBITDA of EUR 7,000,000 (adjusted for one-offs) and sales of about EUR 37,000,000 forecasted for 2007. Plenware’s telecom services business unit generates slightly more than 50% of sales, and its industry and service business unit generates slightly less then 50%. Marginal structural costs are expected with the deal and besides sales synergies, minor cost synergies are identified, which will have a positive effect during 2008. Earnings per share are expected to increase already in Q1 2008 due to the deal. The acquisition is in line with the company's growth strategy, and the new combined Group's delivery capacity becomes more attractive for major projects and assignments. Plenware has about 550 employees, and the new Group will have about 1,850 employees and offices in China, Denmark, Dubai, Estonia, Finland, India, Poland, Romania, Singapore, Sweden, and the UK. Sales are expected to increase to SEK 1,800 million annually, on a rolling 12-month basis. Plenware’s customers include Nokia, Nokia Siemens Networks, Sandvik, Alma Media, Kone, and John Deere Forestry.
The board proposes that the EGM passes a resolution to increase the company's share capital by a maximum of SEK 2,000,000 via issuance of at most 2,000,000 new shares at a subscription rate of SEK 53.721 per share (calculated as the volume-weighted average price per share, on the OMX Nordic Exchange Stockholm, during the five business days immediately after conclusion of the STC – as per the STC specifications and according to calculations stated below – accounting for possible rounding of the total number of shares. Cybercom shares shall be offered to Plenware shareholders; the shares should be able to offset these shareholders' claims on the part of the purchase price that totals EUR 10,928,168, as per the STC, (so preliminarily, 1,923,347 Cybercom shares shall be issued at an SEK/EUR exchange rate of 9.4548 – if the board determines that this is suitable and that this can occur without adverse effect on the company's creditors). Subscription shall occur by 31 January 2008 at the latest.
Refer to item 6, which explains exemption from shareholders' rights.
At the time of the EGM, the company has SEK 22,384,362 in share capital divided into 22,384,362 shares and votes.
To be valid, shareholders representing two-thirds (2/3) of the votes and holding share rights must support the EGM resolution as per the proposal.
Two weeks before the EGM, the board's complete proposal, as per item 7 and documentation as per Chapter 13, paragraphs 6, 7, and 8 of the Articles of association are available for shareholders at the company. Upon request, documentation is sent to shareholders who provide addresses. The documents will also be available at the EGM.
The board of Cybercom Group Europe AB (publ)
Stockholm, January 2008