Notification to shareholders of the annual general meeting in Cybercom Group Europe AB (publ)


2009-03-31, 08:00
With this notice, shareholders of Cybercom Group Europe AB (publ) are hereby summoned to the AGM on Tuesday, 28 April 2009 at 2 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 Euroclear Sweden AB (previously VPC AB) share register by Wednesday, 22 April 2009, and

- Send notification to the company at this address by 4 PM on 22 April 2009: Cybercom Group Europe AB (publ), Box 7574, SE-103 93 Stockholm, Sweden, or phone the company by 4 PM on 22 April 2009 on phone number: +46 8 578 646 00.

When submitting notification of attendance, you must:

Specify full names and all Swedish civil registration numbers (or corporate IDs), addresses, and phone numbers.

If you have appointed a representative or proxy.
Send – dated and in writing – representatives’ or proxies’ authorisation/power of attorney; 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. 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.

If you want to bring one or two assistants to the AGM.
Inform Cybercom per the above.

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

Shareholders that have shares registered in names of nominees (through banks’ notaries or other administrators) and that wish to participate at the AGM must temporarily register the shares in their own names at Euroclear Sweden AB. Such registration must be effected on Wednesday, 22 April 2009, at the latest. Shareholders are requested to inform their nominees well in advance before this date.

Proposed agenda

1. Opening of the AGM.
2. Election of a meeting chairperson.
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 accounts and auditors’ report, and of the consolidated annual accounts and auditors’ report.
8. CEO’s statement.
9. Adoption of the income statement and balance sheet, and of the consolidated income statement and balance sheet.
10. Resolution concerning appropriation of profit 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 auditors’ fees.
14. Election of board chairman, other board members, and deputy board members, if applicable.
15. Resolution concerning the nomination committee.
16. Resolution concerning board proposal on changes to the articles of association.
17. Resolution concerning board proposal on guidelines for executives' remuneration.
18. Resolution concerning board proposal to authorise the board to decide on increasing share capital via new share issues.
19. Closing of the AGM.

Item 2. Election of a meeting chairperson

The nomination committee proposes that Wigon Thuresson, the chairman of the board, be appointed AGM chairman.

Item 10. Appropriation of Cybercom’s profit

The board and CEO propose that:
- No dividends be distributed for the 2008 financial year.
- The profit of SEK 590,987,893 be carried over to new accounts.

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

The nomination committee proposes that the board comprise five regular board members and no deputy members from the day of the 2009 AGM up to the next (2010) AGM.

Item 13. Determination of board remuneration and auditors’ fees

The company’s nomination committee proposes that:
- Remuneration to the board chairman be fixed at SEK 400,000, the same as in 2008.
- Remuneration to each of the other board members be fixed at SEK 200,000, the same as in 2008.
- Remuneration to the auditors be paid according to a separate agreement.

Item 14. Election of the board chairman and other board members
Shareholders, who together represent 53% of all possible votes, stated that they intend to vote for the nomination committee’s proposal to re-elect Wigon Thuresson, Thomas Landberg, Lars Persson, and Ulf Körner, and to newly elect Hampus Ericsson for the period up to the next (2010) AGM. Cybercom's website presents the proposed board members.

Item 15. Resolution concerning the nomination committee
Shareholders, who together represent 53% of all possible votes, proposed these persons for the new term of office until the new nomination committee is appointed (or the AGM decides otherwise):

- 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 via the Swedish Shareholders' Association and the chairman of the board, Wigon Thuresson, who shall be the convenor, although he should not have the right to vote. 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 the two 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 two 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 proposals to the 2010 AGM for:

• AGM chairman
• Board members
• Board chairman
• Board remuneration, i.e., for chairman and for other members plus remuneration for possible committee work
• Auditors’ fees
• Nomination committee proposal for the 2010 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.

Item 16. Changes to the articles of association
The board proposes that Cybercom’s articles of association be changed as follows:

§9, paragraph 2: ”Notice of general meetings shall be published in the Official Swedish Gazette (Swe: Post- och Inrikes Tidningar) and on the company’s website. At the time of the notice, an announcement with information that the notice has been issued must be published in Dagens Industri and possibly another nationwide daily newspaper.”

The board’s proposal to change §9 paragraph 2 of the articles of association is conditional upon that a change in the AGM notification method in the Swedish Companies Act (2005:551) has come into effect; thus the proposed wording is in accordance with the Companies Act.

Item 17. Resolution concerning board proposal on guidelines for executives' remuneration
The board proposes that the AGM pass a resolution on remuneration guidelines for executives. The resolution mainly follows the guidelines determined by the 2008 AGM, and is based on existing contracts between Cybercom and the executives (here, executive means the CEO and other persons in Group management). Cybercom's website presents this group.

Cybercom shall offer market rates – to enable recruitment and retention of executives. Executive remuneration consists of a fixed salary, variable pay, pension provisions, and other benefits, such as leasing cars. Variable pay is based on achieved operational objectives, of which the main portion is tied to financial objectives. 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 regulations apply for executives residing outside of Sweden.

All executives, including the CEO, are obligated to give 6-month notice when resigning their employment. The company is obligated to give 6-month notice when terminating the CEO’s employment, and between 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 18. Resolution to authorise the board to increase share capital via new share issues
The board proposes that the AGM authorise the board to, for one or more occasions until the next AGM:

a) decide on a Cybercom share-capital increase through a preferential rights issue of shares. The purpose of the new share issue is to raise an amount of maximum SEK 100,000,000 to the Company. Shares not subscribed for using preferential rights during a preferential rights issue must first be offered to those who subscribed for shares in the new share issue using subscription rights, in relation to the number of shares subscribed for. The new shares must be issued at a market-based issue price, with reservation for a market-based issue discount. The preliminary issue price or the method to be used for determination of the price is expected to be announced in connection with the release of the Company’s financial report for the first quarter of 2009. 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. The purpose of the authorisation is to strengthen Cybercom’s capital base.

b) decide on a Cybercom share-capital increase 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 when applicable. Shares shall be paid for via capital contributed in kind or by way of set-off – 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. The purpose of the authorisation and reason for any deviation from shareholder preferential rights is to finance company and asset acquisitions.

Majority requirements
A valid decision – per the board's proposal in items 16 and 18 b) – requires that the decision be supported by at least two-thirds of the votes cast and two-thirds of the 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 24,584,840.

Documents
The annual report for 2008, the auditors’ reports, and all complete board proposals for resolution will be available at Cybercom at the above address on Tuesday, 14 April 2009, and will be sent to shareholders who request them and state their postal address. The board’s complete proposals for resolution will also be displayed on Cybercom’s website: www.cybercomgroup.com.

The board

Cybercom Group Europe AB (publ.)

Stockholm, Sweden, March 2009


Download pdf-document