Notice of the annual general meeting of Cybercom Group AB (publ)

With this notice, shareholders of Cybercom Group AB (publ), 556544-6522, are
invited to the annual general meeting (AGM) on Wednesday, May 7, 2014 at 4.00 pm
at the company’s head office at Lindhagensgatan 126, Stockholm, Sweden.
Notification of attendance
Shareholders who wish to attend the AGM must both be registered in Euroclear
Sweden AB’s share register by April 30, 2014, and notify the company of their
intention to participate in the AGM not later than Wednesday, April 30, 2014.

Register on the company’s website at www.cybercom.se, by phone on +46 8 578 646
00 on weekdays between 10.00 am and 4.00 pm, or by writing to Cybercom Group AB,
Legal, Box 7574, 103 93 Stockholm, Sweden.

The notification of attendance must include your name, civil/corporate
identification number, address, a daytime phone number, shareholdings and, where
appropriate, information on shareholder assistants (maximum two).

Proxies
Shareholders wishing to be represented by proxy should, in plenty of time before
the annual general meeting, submit a written and dated power of attorney (in the
original) and, for a legal entity, registration certificate (or corresponding
proof of authorised signatory) to Cybercom Group AB, Legal, Box 7574, 103 93
Stockholm, Sweden. Power of attorney forms are available on the company website
at www.cybercom.se, or can be ordered by phone on +46 8 578 646 00.

Nominee-registered shares
Shareholders with nominee-registered shares must temporarily re-register the
shares in their own name to be entitled to attend the meeting. This registration
must be completed by Wednesday, April 30, 2014. Contact your nominee in plenty
of time before this date.

Proposed agenda

 1. Opening of the AGM
 2. Election of chairman for the meeting
 3. Establishment and approval of the voting list
 4. Approval of the agenda
 5. Election of one or two persons to verify the minutes
 6. Consideration of whether the AGM was duly convened
 7. Presentation of the annual report and the auditor’s report, and of the
consolidated accounts and group auditor’s report
 8. Chief executive officer’s statement
 9. Report on the work of the board
10. Adoption of the income statement, balance sheet, consolidated income
statement and consolidated balance sheet
11. Resolution concerning appropriations of profit/loss per the adopted balance
sheet
12. Resolution to discharge the board and CEO from liability
13. Determination of the number of board members and deputy board members, if
applicable
14. Determination of board remuneration and auditor fees
15. Election of board chairman, other board members and deputy board members, if
applicable
16. Election of auditor
17. Resolution concerning the nomination committee until the 2015 AGM
18. Resolution concerning remuneration guidelines for senior executives
19. Closing of the AGM

PROPOSALS FOR RESOLUTION

Election of chairman for the meeting (Item 2)
The nomination committee, consisting of Ulf Gillberg (chairman), appointed by
JCE Group AB, Evert Carlsson, appointed by Swedbank Robur Fonder, Henrik Didner,
appointed by Didner & Gerge Fonder, John Örtengren, representative for minority
shareholders, and Hampus Ericsson, board chairman (member of the nomination
committee without voting rights), proposes that board chairman Hampus Ericsson
be elected chairman for the meeting.

Appropriations of profit/loss (Item 11)
The board and CEO propose that no profit be distributed for financial year 2013
and that the profit available to the AGM for allocation of SEK 491,255,875 be
carried over to new accounts.

Number of board members (Item 13)
The nomination committee proposes that the board comprise six board members and
no deputy members for the period until the end of the next AGM.

Board remuneration and auditor fees (Item 14)
The nomination committee proposes that board remuneration (excluding fees for
committee work) be fixed at SEK 1,200,000, wherein remuneration to the chairman
of the board of SEK 200,000 and remuneration to each of the other board members
elected by the meeting of SEK 200,000 (i.e. unchanged remuneration for both the
chairman of the board and other board members compared with 2013). Remuneration
to the company's auditor is proposed to be paid as per approved invoices. In
addition, remuneration to the audit committee of SEK 75,000 to the chairman and
SEK 50,000 to other members is proposed. Board members may be permitted, within
the framework of current legislation and recommendations, to invoice their fees
provided this is cost-neutral to the company.

Election of board chairman and board members (Item 15)
The nomination committee proposes re-election of Hampus Ericsson, Nicolas
Hassbjer, Jan-Erik Karlsson and Dag Sundman as board members. The nomination
committee proposes election of Ulrika Dellby and Katarina Kämpe as new board
members. Board member Thomas Landberg has declined re-election. The nomination
committee proposes that Hampus Ericsson be appointed chairman of the board.

Ulrika Dellby was born in 1966 and has a degree in economics and business
administration from Stockholm School of Economics. Ulrika is a founding partner
at Fagerberg & Dellby AB, a private equity firm focusing on small, unlisted
companies. She is deputy chairman of Fastighetsaktiebolaget Norrporten, and a
board member of Big Bag Group AB and Yrkesakademin AB. She has been nominated to
the board of SJ AB. Ulrika has held previous positions including CEO of Brand
Union Stockholm and partner at The Boston Consulting Group.

Katarina Kämpe was born in 1965 and has a bachelor’s degree in political science
from Växjö University. Katarina is the CEO at Sollentuna Municipality. Her
previous positions have included deputy governor of the Stockholm County
Administrative Board, deputy director general of the Swedish Post and Telecom
Agency, and departmental director at the Armed Forces Headquarters. She is a
board member of Stockholmsregionens Försäkring AB.

For a more detailed presentation of Ulrika Dellby and Katarina Kämpe please
visit the company’s website at www.cybercom.se.

Election of auditor (Item 16)
The nomination committee proposes that KPMG AB be elected auditor for the period
until the end of the 2015 AGM. KPMG AB will appoint Helena Arvidsson Älgne as
head auditor.

Resolution concerning the nomination committee until the 2015 AGM (Item 17)
The nomination committee proposes that the AGM resolve:

That Ulf Gillberg (JCE Group AB), Evert Carlsson (Swedbank Robur Fonder) and
Henrik Didner (Didner & Gerge Fonder), as representatives of the company’s
largest shareholders, and John Örtengren, as representative for minority
shareholders, be re-elected and that the company’s board chairman be convener
and nomination committee member, but without voting rights. Unless members agree
otherwise, the nomination committee chairman must be the board member who
represents the shareholder with the most votes;

That if, during the nomination committee’s term of office, but not later than
ten weeks in advance of the AGM, a shareholder who is represented on the
nomination committee is no longer one of the three largest shareholders in terms
of votes, then the board member who represents such a shareholder must
relinquish his or her position, and the shareholder who enters the rank of the
three largest shareholders in terms of votes shall be entitled to appoint a new
member. If the shareholder concerned declines representation on the nomination
committee, the next-largest shareholder shall be offered this seat. If this
subsequent shareholder does not wish to be represented on the nomination
committee, the committee shall be reduced by one member;

That if the member representing the company's minority shareholders leaves the
nomination committee no replacement shall be appointed;

That shareholders who have appointed a member of the nomination committee have
the right to dismiss that member and appoint a new member;

That changes to the composition of the nomination committee shall without delay
be announced by the company through a press release to be published on the
company's website;

That the nomination committee shall develop and submit for resolution proposals
to the 2015 AGM on the following:

- AGM chairman;

- Board members;

- Board chairman;

- Auditor;

- Board remuneration for the chairman and for other members plus remuneration
for committee work;

- Auditors' fees; and

- Nomination committee rules for the 2016 AGM;

That in conjunction with its assignments, the nomination committee shall comply
with the Swedish Corporate Governance Code (the “Code”) concerning nomination
committee responsibilities such as submitting certain information to the company
so that the company can fulfil its communications obligations in accordance with
the Code;

That the nomination committee sits until a new nomination committee is appointed
or an extraordinary general meeting decides otherwise; and

That no remuneration is paid to the nomination committee except that the company
pays for costs related to the committee's work.

Resolution concerning remuneration guidelines for senior executives (Item 18)
The board proposes that the AGM pass a resolution on the following remuneration
guidelines for senior executives.

Basic salary
The basic salary shall be determined by the individual executive's
responsibilities, experience and results achieved. The basic salary is revised
annually.

Variable pay
The variable pay is based on achieved predetermined operational objectives, the
wide majority of which correspond to financial targets. The variable
remuneration is paid in the form of variable pay to each senior executive at an
amount corresponding to a maximum of 50 percent of basic salary.

The board also has the right to design variable pay systems so that the total
variable remuneration to the CEO is an amount equal to a maximum of 100 percent
of basic salary, provided that such variable pay is linked to well defined
commitments to purchase shares in Cybercom for a substantial part of the
compensation.

The objectives for variable pay are revised annually.

Long-term incentive programmes
Long-term incentive programmes such as options plans, equity savings plans with
share matching or similar constructions may form part of the remuneration of
senior executives at Cybercom from time to time as decided by the AGM.

Pensions
Pension provision should be at market terms and using defined contributions. The
company aims to offer competitive and market-adjusted overall remuneration to
senior executives, of which the pension forms a part and where the balance
between pension and basic salary is agreed upon in each individual case.

Other benefits
Other benefits should be on market terms and facilitate the senior executive’s
ability to complete his or her duties. Examples of such benefits are medical
insurance and company cars. The total value of these benefits must be limited
proportionate to the total compensation and correspond to normal market
practice.

Termination
The period of notice for senior executives shall be a mutual period of 6 months.
Severance pay shall be applied with restraint, and not be paid as a lump sum but
over a predetermined period, and be subject to a non-competition agreement. In
addition there shall be deductions for any compensation from other employment
and/or assignments. Severance pay shall not exceed the basic salary for 12
months.

Other
Some deviations from these guidelines arise in existing contracts. These will
not be adjusted.

The above guidelines may be waived by the board in individual cases where there
are special circumstances.

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
180,439,495.

Shareholders’ right to request information
In accordance with Chapter 7, Section 32 of the Swedish Companies Act,
shareholders are entitled to ask questions of the company at the AGM regarding
matters to be raised at the AGM and regarding the company’s and group’s
financial situation. Shareholders who wish to send questions in advance to the
company should use the address Cybercom Group AB, Legal, Box 7574, 103 93
Stockholm, Sweden.

Documents
The board’s complete proposals for resolution under Item 18 above, together with
copies of accounting documents, the auditor’s report, the auditor statement in
accordance with the Swedish Companies Act, Chapter 8, Section 54, the complete
proposals of the nomination committee, the nomination committee’s opinion
regarding proposals to the board and information on all proposed members of
Cybercom’s board will be available on the company’s website at www.cybercom.se
and from the company at the above address, not later than Wednesday, April 16,
2014. Copies of these documents will be sent to those shareholders who request
them and who state their postal address.

Stockholm, April 2014
Cybercom Group AB (publ)
Board of Directors