Bulletin from Cybercom’s 2009 AGM

Cybercom Group Europe AB (publ) held its AGM on Tuesday, 28 April 2009. AGM participants resolved to authorise the board to implement a new share issue of SEK 100 million.

These items summarise Cybercom’s AGM resolutions.

Board election: Shareholders re-elected Wigon Thuresson, Thomas Landberg, Lars Persson, and Ulf Körner, and newly elected Hampus Ericsson for the period up to the next AGM. Wigon Thuresson was elected as board chairperson. Cybercom’s website presents the board members. AGM participants resolved that an unchanged remuneration of SEK 400,000 should be paid to the board chairperson, and that remuneration of SEK 200,000 should be paid to each of the other board members.

No dividends: AGM participants resolved that no dividends will be issued for the 2008 fiscal year.

Nomination committee: AGM participants appointed Hampus Ericsson and Erik Sjöström as representatives of Cybercom’s two largest shareholders (JCE Group AB and Skandia Liv), and John Örtengren, representative for minority shareholders via the Swedish Shareholders' Association. AGM participants also appointed Wigon Thuresson, board chairman, as member and convener of the committee; Thuresson does not have voting rights. The nomination committee will appoint a chairperson; the chair may not be a Cybercom board member as per the Companies' Act.

Authorisation of the board to decide on new share issues to increase share capital:
AGM participants authorised the board – on one or more occasions until the next AGM – to:

a) decide on a share-capital increase via a pre-emptive share issue to generate issue proceeds of no more than SEK 100 million. Shares not subscribed using pre-emptive rights during a pre-emptive share issue will first be offered to shareholders that subscribed for the issue using subscription rights – in relation to the number of subscribed shares. The new shares must be issued at a market-based issue price, with reservation for a market-based issue discount.

As communicated previously, the board intends to implement a new share issue during Q2. Issued capital will fortify Cybercom’s financial position. A total of SEK 50 million will be used for an extra amortisation payment that aims to adapt the company’s capital structure; the remaining SEK 50 million will be used to fortify its liquidity and its international position. The increase in share capital, number of new shares to be issued, subscription price for the new shares, and a detailed schedule will be published in May.

b) decide on a share-capital increase deviating from shareholder preferential rights via one or more new 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. Shares shall be paid for via capital contributed in kind or via an item under receivables – 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 when needed.

The AGM minutes are published on Cybercom’s website.