0GCB Cognosec Ab

 
TIDMCYB1 
 
 
   NOTICE TO ANNUAL GENERAL MEETING IN CYBER SECURITY 1 AB (PUBL) 
 
   The shareholders of Cyber Security 1 AB (publ), reg. no. 556135-4811, 
(the "Company"), are hereby convened to the annual general meeting on 
the July 4, 2019 at 13:00 (CEST) at the offices of Roschier 
Advokatbyrå, Brunkebergstorg 2 in Stockholm, Sweden. 
 
   The right to participate at the general meeting etc. 
 
   Shareholders who wish to participate at the general meeting shall on 
June 28, 2019: 
 
 
   1. be registered in the share register kept by Euroclear Sweden AB; and 
 
   2. have notified the Company of their intention to participate at the 
      general meeting by way of mail to Cyber Security 1 AB (publ), Attention: 
      Daryn Stilwell, 18th Floor, 40 Bank Street, London, E14 5NR or by e-mail 
      to daryn.stilwell@cyber1.com. 
 
 
   The notification shall set out name/company name, personal ID 
number/registration number, number of shares held, address and daytime 
telephone and if relevant, name of representative. 
 
   To be entitled to participate at the general meeting, shareholders with 
nominee-registered shares through a bank or other nominee must register 
their shares in their own name with Euroclear Sweden AB. Shareholders 
requesting such registration must notify their nominee well before June 
28, 2019, when such registration shall have been executed. 
 
   Representative 
 
   Shareholders who are represented by proxy should submit a power of 
attorney concurrently with the notice of participation. The power of 
attorney shall be in writing, dated and signed. The original power of 
attorney shall be brought to the general meeting. A power of attorney 
form is available on the Company's website www.cyber1.com and is sent 
free of charge to those shareholders who so request and state their 
postal address or e-mail address. Representatives of legal entities 
shall also enclose a copy of the registration certificate or equivalent 
document which indicates the persons authorised to represent the legal 
entity. 
 
   Proposed agenda 
 
 
   1. Opening of the meeting and election of chairman of the meeting 
 
   2. Preparation and approval of voting register 
 
   3. Approval of the agenda 
 
   4. Election of one or two persons to attest the minutes 
 
   5. Decision whether the meeting has been duly convened 
 
   6. Presentation of the annual report and the auditor's report and the 
      consolidated accounts and the auditor's report for the group 
 
   7. Resolution on 
 
 
   1. adopting the profit and loss statement and the balance sheet and 
      consolidated profit and loss statement and balance sheet, 
 
   2. allocation of the Company's profit or loss according to the adopted 
      balance sheet, and 
 
   3. discharge from liability for the directors of the board and the managing 
      director 
 
 
   1. Resolution on the number of directors, deputy directors, auditor and 
      deputy auditor 
 
   2. Resolution to establish the remuneration for the board of directors and 
      auditor 
 
   3. Election of the board of directors, chairman of the board of directors 
      and auditor 
 
   4. Resolution on nomination committee 
 
   5. Resolution on authorisation for the board of directors to issue shares, 
      convertibles and warrants 
 
   6. Closing of the meeting 
 
   Election of chairman of the meeting (item 1) 
 
   The nomination committee proposes lawyer Ola Åhman as the chairman 
of the general meeting. 
 
   Allocation of the Company's result (item 7b) 
 
   The board of directors and the managing director propose that the 
general meeting resolves that the year's result shall be carried forward 
and that no dividend shall be paid. 
 
   Resolution on the number of directors, deputy directors, auditor and 
deputy auditor (item 8) 
 
   The nomination committee proposes that the board of directors shall 
consist of five directors without deputy directors and that the Company 
shall have one auditor, without a deputy auditor. 
 
   Resolution to establish the remuneration for the board of directors and 
auditor (item 9) 
 
   The nomination committee proposes that a board fee of SEK 350,000 shall 
be paid to the chairman of the board of directors, SEK 250,000 to the 
deputy chairman of the board of directors and SEK 300,000 to each of the 
other directors. 
 
   The nomination committee proposes that remuneration to the auditor is 
paid according to current approved account. 
 
   Appointment of the board of directors (item 10) 
 
   The nomination committee proposes, for the period until the next annual 
general meeting has been held, re-election of Kobus Paulsen, Daryn 
Stilwell, Neira Jones and Lord Anthony St John Bletso, and new election 
of Frank Kamsteeg. Patrick Boylan has decided not to stand for 
re-election. 
 
   The nomination committee proposes re-election of Kobus Paulsen as 
chairman of the board of directors. 
 
   The nomination committee will submit a proposal for the election of 
auditor before the general meeting. 
 
   Resolution on nomination committee (item 11) 
 
   The nomination committee proposes that the general meeting resolves that 
the nomination committee shall be appointed in accordance with the 
following principles. 
 
   The chairman of the board of directors shall, based on the shareholding 
according to Euroclear Sweden AB as of the last business day in 
September 2019, contact the three largest shareholders, who shall be 
entitled to appoint one member each of the nomination committee. If any 
of the three largest shareholders declines to appoint a member of the 
nomination committee, the next largest shareholder shall be offered the 
opportunity to appoint a member of the nomination committee. The 
nomination committee may also decide that the chairman of the board of 
directors shall be a member of the nomination committee. The managing 
director or another member of the Company's executive management shall 
not be a member of the nomination committee. The chairman of the board 
of directors shall convene the nomination committee to its first 
meeting. A representative of a shareholder shall be appointed the 
chairman of the nomination committee. Neither the chairman of the board 
of directors nor another director of the board shall serve as chairman 
of the nomination committee. The term of the nomination committee 
expires when a new nomination committee has been appointed. 
 
   If a shareholder, who is represented in the nomination committee, during 
the term of the nomination committee ceases to be one of the three 
largest shareholders, a representative appointed by that shareholder 
shall offer to vacate his or her office and the shareholder who has 
become one of the three largest shareholders shall be offered the 
opportunity to appoint a member of the nomination committee. Minor 
changes do not have to be considered. A shareholder who has appointed a 
representative in the nomination committee is entitled to remove such 
representative and appoint another representative. Changes in the 
nomination committee's composition shall be published on the Company's 
website as soon as the composition has changed. 
 
   It is proposed that the nomination committee's tasks shall be to prepare 
and draw up proposals regarding appointment of chairman of the annual 
general meeting, chairman of the board of directors and other directors 
of the board, remuneration to the chairman of the board of directors and 
the other directors of the board, appointment of auditor, remuneration 
to the auditors and principles for the appointment of nomination 
committee. No remuneration shall be paid to the nomination committee. 
 
   The composition of the nomination committee shall be announced no later 
than six months before the annual general meeting. In connection 
therewith, information shall also be provided on how shareholders can 
submit proposals to the nomination committee. 
 
   Resolution to authorise the board of directors to issue shares, 
convertible instruments and warrants (item 12) 
 
   The board of directors proposes that the general meeting resolves to 
authorise the board of directors, until the next annual general meeting, 
with or without deviation from the shareholders' preferential rights and 
with the right to pay also in kind, by way of set-off, or with other 
conditions, on one or several occasion, to issue shares, warrants and 
convertibles. The authorisation shall be limited to 150,000,000 shares, 
or warrants or convertibles that entitle to subscribe for or convert 
into a corresponding number of shares, however limited by the amount of 
shares allowed to be issued according to the Company's articles of 
association. 
 
   A valid resolution by the general meeting requires that shareholders 
holding not less than two-thirds of both the votes cast and the shares 
represented at the general meeting vote in favour of the proposal. 
 
   Documents 
 
   The annual report and the auditor's report will be available with the 
Company (address as above) and on the Company's webpage, www.cyber1.se, 
not less than three weeks before the general meeting. Complete proposals 
will in the same manner be held available two weeks before the general 
meeting. The aforementioned documents will be sent to those shareholders 
who so request and submit their postal address or e-mail address. 
 
   Shareholders' right to request information 
 
   Shareholders are reminded of their right pursuant to chapter 7, section 
32 of the Swedish Companies Act to request that the board of directors 
and managing director provide information at the general meeting in 
respect of any circumstances which may affect the assessment of a matter 
on the agenda or any circumstances which may affect the assessment of 
the Company's or a group company's financial position. The obligation to 
provide information also applies to the Company's relationship to other 
group companies. 
 
   Processing of personal data 
 
   For information on how your personal information is processed, please 
see 

https://www.globenewswire.com/Tracker?data=e8OxvIuPr8BW4ChzxBxpwtDSRZvkV68uBm-zTLoKnBoRvhxQfhgUu2pY3FU4bmDCwBDHwEOdfDsDQvzRR7S84mnoYYERJvBfB21FTc8-FH0b-ssX9hbW3Bvq93xTlm2UKvxBvlNKbEJFJG6UqaZx4UBhY2OsEoETGsd5hPV4AdOsqeXWT7QoIyymusn4VWMzux1VMF4LziuwtSzfR6MYhZDSuL9g5fCgV9QcqQG72D4= 
https://www.euroclear.com/dam/ESw/Legal/Integritypolicy-company-english.pdf. 
 
 
   * * * * * * 
 
   Stockholm in June 2019 
 
   Cyber Security 1 AB (publ) 
 
   The board of directors 
 
   Certified Adviser 
 
   Mangold Fondkommission AB is the Company's Certified Adviser. 
 
   Telephone: +46 (0)8 5030 1550 
 
   E-mail: 
https://www.globenewswire.com/Tracker?data=EAA4YbPIhbJ8N5KtT-VedyJGvatquChkGkRpBCQssVQ68KgcptcfIhqgp9kWGux_CSRqeHnj-CXz9DpOpJ06KQ== 
info@mangold.se 
 
   FOR FURTHER INFORMATION, PLEASE CONTACT: 
 
   Tim Metcalfe / Miles Nolan, IFC Advisory, 
 
   Investor Relations contact, CYBER1 
 
   Email: 
https://www.globenewswire.com/Tracker?data=5nEiPvbhZds0cxZiGWxRngZARjSNOCQ2qzybdQchTEzVRkJffN0ZBtjpwPH2I6tNKRpGMrgE1-tVek4SAiCcXbxeCi-DDzK18mv_QFgJQRUbiIq8SEAe9RKmAYb00Vkv 
cyber1@investor-focus.co.uk 
 
   Matt Glover or Najim Mostamand, CFA, Liolios Group, 
 
   US-Investor Relations contact, CYBER1 
 
   E-mail: 
https://www.globenewswire.com/Tracker?data=5nEiPvbhZds0cxZiGWxRniU2aOxGrCOJ5TCrEP4NgQ5HsksjetKJeHdhnWEHlkS6laObUCJK7MgGrww6WNnZ7FRWHn1YNk9YSqjE65F17vg= 
cyber1@liolios.com 
 
   ABOUT CYBER1 
 
   CYBER1 is engaged in providing cyber resilience solutions and conducts 
its operations through physical presences in Sweden, South Africa, the 
UK, Kenya, Germany, Austria, Turkey, Greece, Italy, the Ukraine and the 
United Arab Emirates. Listed on Nasdaq First North (Nasdaq: CYB1.ST) and 
as an American Depositary Receipt (OTCQX: CYBNY), the Group delivers 
services and technology licenses to enhance clients' protections against 
unwanted intrusions, to provide and enhance cyber resilience and to 
prevent various forms of information theft. CYBER1 had revenues of 
44.54m EUR in 2018 and employed 239 personnel at the end of Q4 2018. For 
further information, please visit 
https://www.globenewswire.com/Tracker?data=5RmsbxhqX15vfl3TWmhymPWxF7O0eWO3ih9l3QEWOMzgCVL82-TGVq3fiClhD73mCKJ7Ymvu29nd1khGPcVhpYwj41MBVlaJP7VOYPPWPes= 
www.cyber1.com/investors 
 
   For further information, please visit: 
https://www.globenewswire.com/Tracker?data=e8OxvIuPr8BW4ChzxBxpwqfTOVdMYqDXN6wLsq0N6MvW3EOLfSt7c1L8GIwIIU1JjUrs-HaJV_aMHsinZWBTuw== 
https://cyber1.com 
 
 
 
 

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June 04, 2019 10:20 ET (14:20 GMT)

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