Bulletin from Cybercom’s 2008 AGM
Cybercom Group Europe AB (publ) held its AGM on Tuesday, 22 April 2008. AGM participants approved a warrant program for executives and authorised the board to buy back Cybercom shares and to decide on a share capital increase via new share issues.
These items summarise Cybercom’s AGM resolutions; they correspond to board proposals in the AGM notification.
Board election: Shareholders re-elected board members Per Edlund, Lars Persson, Thomas Landberg, Eva Gidlöf, and Ulf Körner for the period up to the next AGM and re-elected Wigon Thuresson as board chairman.
AGM participants resolved that remuneration of SEK 400,000 should be paid to the board chairman and that remuneration of SEK 200,000 should be paid to each of the other board members.
No dividends: AGM participants approved the board’s proposal that no dividends will be issued for the 2007 financial year.
Deciding on warrants issue and approving transfer of warrants to executives and key persons: AGM participants approved an issue at most 390,000 warrants. With deviation from shareholders' rights, Cyber Com Consulting Uppsala AB (subsidiary) shall be entitled to subscribe to the warrants. Subscription shall occur by 29 April 2008 at the latest. Warrants are issued without payment.
Each warrant entitles the right to subscribe in one share in Cybercom. Share subscription, as per conditions for warrants, must occur between 1 June 2010 and 14 June 2010. The subscription rate shall increase to an amount equivalent to 108.6% of the average of Cybercom's latest quoted rates between 28 April 2008 and 12 May 2008 on the OMX Nordic Exchange Stockholm. With exercise of the warrants, Cybercom's share capital will increase by at most SEK 390,000, resulting in a dilution effect of about 2% of the total number of shares in the company.
Authorising the board to decide on share issues to increase share capital: AGM participants authorised the board to decide on a Cybercom share-capital increase. The authorisation is for one or more occasions until the next AGM and with or 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.
Authorising the board to buy back Cybercom shares: AGM participants authorised the board – on one or more occasions in the period until the next AGM – to decide to:
• Buy back company shares on the OMX Nordic Exchange Stockholm or as per the acquisition proposition to shareholders.
• Transfer company shares on the OMX Nordic Exchange Stockholm via a proposition that is directed to all shareholders, or during company acquisitions, which entails the right to decide to deviate from shareholders' rights and that payment could occur (besides cash) via capital contributed in kind or via an item under receivables.
Buyback may occur for up to one-tenth of all shares in the company.
Nomination and remuneration committees’ proposals: Shareholders at the AGM appointed Per Edlund and Erik Sjöström as representative of Cybercom’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. In instances when the owner’s representative no longer represents the current owner or leaves the committee before his or her work is finished, then the shareholder decides if it will temporarily appoint a new nomination committee member.
Wigon Thuresson, Per Edlund, and Eva Gidlöf were elected to the remuneration committee, which works with principles for setting salaries and other employment terms and conditions for Cybercom’s CEO and executives.
All AGM decisions were unanimous. All decisions (in detail) and the AGM minutes are published at www.cybercomgroup.com.