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Corporate governance

Cybercom Group is a company, whose registered office is in Stockholm. Cybercom was listed on the NASDAQ Stockholm until December 31, 2015. Corporate governance at Cybercom is based on the Swedish Companies Act, the NASDAQ Stockholm’s Rule book for Issuers and other rules and recommendations for stock market companies. Cybercom applies the Swedish Code of Corporate Governance as of 1 July 2008.

A key part of Cybercom’s corporate culture is good corporate governance that supports the board and executives in increasing revenue and shareholder value. Guiding principles are intended to create good conditions for an active, responsible ownership role; a healthy division of responsibility among shareholders, the board, and corporate management; and transparency for shareholders, the capital market, employees, and society in general.

The board, its committees, and the CEO share responsibility for Cybercom’s administration and control.

Corporate governance and board representation

Cybercom’s board and executives actively work with corporate governance. The nomination committee puts stringent demands on board members’ experience and expertise profiles. The remuneration committee strives to create the best-possible terms for reasonable remuneration and bonus levels. The audit committee inter alia supervises the effectiveness of the company’s internal control, the internal audit and risk management in relation to the financial reporting. The audit committee works closely with Cybercom’s auditors. Proposals from individual shareholders may be sent to the nomination committee by mail via Cybercom’s main office in Stockholm.

General shareholders’ meetings

Per the Swedish Companies Act, general shareholders’ meetings are Cybercom's supreme decision-taking body. Shareholders exercise their voting rights at general meetings. During these general meetings, one Cybercom share is equal to one vote. All shareholders, who are recorded in the shareholders' database as of the meeting date and have given notice of their attendance in due time, have the right to attend the shareholders’ meeting and vote using their total holding of shares.

Cybercom’s annual general meeting (AGM) deals with the company’s growth. The AGM takes decisions regarding central issues such as appropriations of profit/loss per the adopted balance sheet; setting board and auditor remuneration; amending the articles of association; appointing an auditing firm; discharging the board of liability; and electing board members for the following 12 months.

Board of directors

The board is responsible for the Group’s organisation and administration as per the Companies Act. Established procedure dictates divisions of responsibility between the board and CEO. As per this procedure, the board takes decisions on issues such as CEO appointment, the high-level organisation, long-term financial planning, operation plans, budget support material, and annual reporting. The procedure is considered and established once a year. The board prepares instructions for the CEO; the instruction makes Cybercom’s CEO responsible for planning and implementation (as per board decisions) and for the company’s running administration.

The board consists of five members who represent a wide range of expertise within sectors such as IT, telecom, and business development. The nomination committee reviews and evaluates the board’s work and the contributions of individual board members.

New majority shareholder

In February 2019, Formica Capital became the new controlling shareholder of Cybercom. In the new ownership structure, Formica Capital owns 51 percent of the shares. JCE Group owns 41 percent, Tequity around 6 percent and CEO Niklas Flyborg around 2 percent. Formica Capital was formed in 2018 and makes impact investments in which social benefits are important in addition to the yield. The company is owned by the Olsson Eriksson family. Cybercom has been in private ownership since 2015, when JCE Group and Tequity bought out the company from the Stockholm stock exchange.

Richard Brolin

General Counsel

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