Notice of Extraordinary General MeetingCybercom Group AB (publ)
Shareholders of Cybercom Group AB (publ), 556544-6522, are hereby given notice that an extraordinary general meeting will be held on Monday, 1 October 2012 at 4.00 pm at the company's headquarters at Lindhagensgatan 126 in Stockholm, Sweden.
Notification of attendance
Shareholders who wish to attend the meeting must be registered in the share register maintained by Euroclear Sweden AB by 25 September 2012. Shareholders with nominee-registered shares must temporarily register the shares in their own names to be entitled to attend the meeting. Such registration must be completed by 25 September 2012. Contact your nominee well before that date.
Furthermore, shareholders who wish to attend the meeting must notify the company not later than 25 September 2012 at 4.00 pm of their intention. Notification of attendance can be made in one of the following ways:
- On the company's website: www.cybercom.se
- By mail: Cybercom Group AB, Legal, Box 7574, 103 93 Stockholm, Sweden
- By telephone: +46 8 578 646 00
The notification of attendance must include your name, civil/corporate identification number, address, a daytime phone number, shareholdings and, where appropriate, information about any proxy or shareholder assistants. Shareholders may bring a maximum of two assistants, provided that their attendance is registered as above.
Shareholders who intend to be represented by proxy should issue a written and dated power of attorney to the proxy. The power of attorney must not have been issued more than one year before the date of the meeting, unless the power provides for a longer period not exceeding five years from issuance. Proxy forms are available on the company website at www.cybercom.se or can be ordered by phone on +46 8 578 646 00. The original power of attorney plus certificate of incorporation and other relevant documents showing the authorised representative should reach the company at the above address no later than 25 September 2012.
Proposed agenda
1 Opening of the EGM
2 Election of chairman for the meeting
3 Preparation and adoption of the roster of voters
4 Adoption of the agenda
5 Election of one or two persons to verify and correct the minutes
6 Confirmation that the meeting was duly convened
7 Submission of documents pursuant to Chapter 20, §§ 13 and 14 of the Companies Act
8 Resolution on reduction of share capital by SEK 27,065,924.25 without cancellation of shares
9 Resolution on amendment of the articles of association, including the limits of share capital and number of shares
10 Submission of documents pursuant to Chapter 13 § 6 of the Companies Act
11 Resolution on approval of the board's decision of 29 August 2012 to issue new shares
12 Election of board member
13 Closing of the EGM
Proposals for resolution
Item 8
The board proposes that the company's share capital shall be reduced by SEK 27,065,924.25 for allocation to a fund to be used as decided by the meeting. The reduction shall be implemented without cancellation of shares.
The meeting's decision on reduction of share capital shall be conditional upon the meeting’s approval of the issue proposed by the board under item 11 and the completion of the issue. The meeting's decision on reduction of share capital shall also be conditional upon the meeting’s approval of amendments to the articles of association under item 9 in accordance with the board’s proposed alternative 2.
Item 9
The board proposes that §§ 4 and 5 of the articles of association be amended in accordance with one of the following alternatives.
Alternative 1:
| Registered wording: | Proposed wording: |
| § 4 Share capitalShare capital shall amount to at least SEK 12,435,757 and no more than SEK 49.743.028 kronor. |
§ 4 Share capitalShare capital shall amount to at least SEK 40,000,000 and no more than SEK 160,000,000. |
| § 5 SharesThe number of shares shall be at least 12,435,757 and at most 49,743,028. | § 5 Shares The number of shares shall be at least 40,000,000 and at most 160,000,000. |
Alternative 2:
| Registered wording: | Proposed wording: |
| § 4 Share capitalShare capital shall amount to at least SEK 12,435,757 and no more than SEK 49.743.028 kronor. |
§ 4 Share capitalShare capital shall amount to at least SEK 37,500,000 and no more than SEK 150,000,000. |
| § 5 Shares The number of shares shall be at least 12,435,757 and at most 49,743,028. | § 5 Shares The number of shares shall be at least 150,000,000 and at most 600,000,000. |
The amendments under alternative 2 shall be conditional upon approval and implementation of the reduction of share capital under item 8.
The board furthermore proposes editorial amendments to the articles of association so that the Swedish word ”skall” (English: shall) is in all occurrences replaced with the more modern equivalent ”ska”, and that the provisions under § 13 Voting be removed since this is now a legal requirement.
Item 11
The board decided on 29 August 2012 to issue new shares in exchange for proceeds of up to SEK 127 million. The terms and conditions that apply to the issue shall include, but not be limited to, the following.
Right to subscribe
The right to subscribe for new shares with preferential rights shall apply those registered as shareholders in the company on the record date 4 October 2012.
Allocation
Subscription of shares shall also be possible without preferential rights. In the event that not all shares are subscribed for with subscription rights the board shall decide on allocation, within the framework of the maximum issue amount, to those who have subscribed without preferential rights according to the following criteria:
- Firstly, shares shall be allocated to those who have also subscribed for shares using subscription rights, regardless of whether or not the subscriber was registered as a shareholder on the record date and – if there is oversubscrition – in proportion to the number of subscription rights exercised to subscribe for shares and, to the extent this is not possible, by drawing lots.
- Secondly, shares shall be allocated to those to those who subscribed for shares only without subscription rights and – if there is oversubscrition – in proportion to the number of shares each applicant has subscribed for and, to the extent this is not possible, by drawing lots.
- Thirdly and finally, shares shall be allocated to those who underwrote the issue by agreement with the company, and – if there is oversubscrition – in proportion to the number of shares each applicant underwrote for subscription and, to the extent this is not possible, by drawing lots.
Subscription and payment
Subscription with the support of subscription rights shall be made through cash payment during the period from 9 October 2012 until 23 October 2012. The board may extend the subscription period.
Right to dividends
The new shares in the company shall confer rights to dividends as of the record date for the dividend resolved immediately after the new shares are entered in the share register.
Establishment of terms and conditions
The board is authorised to, five days before the record date, determine the maximum amount of increase in share capital, the maximum number of shares that may be issued and the amount to be paid for each share subscribed. This information is expected to be published by the company on or about 27 September 2012.
Item 12
The nomination committee's proposals will be published in a press release and made available on the company's website as soon as such proposals exist.
Qualified majority requirement
A resolution in accordance with the proposal of the board under items 8 and 9 requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented and a resolution to approve the board’s decision under item 11 requires the support of shareholders with more than half of the votes cast at the meeting.
Number of shares and votes in the company
At the time of issue of this notice, the total number of shares in the company and the total number of votes is 36,087,899. The company holds no treasury shares.
Right of shareholders to request information
The board and the CEO shall, if any shareholder so requests and the board believes that it can be done without material harm to the company, provide information at the meeting about circumstances that may affect the evaluation of an item on the agenda. Shareholders who wish to submit questions to the company in advance can do so at Cybercom Group AB, Legal, Box 7574, 103 93 Stockholm, Sweden.
Documents
The board's complete proposals under items 8 and 9 and complete decision under item 11 as well as documentation under Chapter 13 § 6 and Chapter 20 §§ 13-14 of the Companies Act will be available from the company, at the address above, no later than 10 September 2012. Copies of the documents will also be sent to those shareholders who so request and who provide their postal address. The documents will also be available on the company's website www.cybercom.se.
Stockholm, August 2012
Cybercom Group AB (publ)
Board of Directors
Notice of Extraordinary General Meeting in Cybercom Group AB (publ) is published in Swedish and English. In the event of differences between the English translation and the Swedish original, the Swedish text shall prevail.