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 (Proxy form available at the bottom of the page)

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  (available by clicking here or at the bottom of this message) 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

a.adopting the profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet,

b. allocation of the Company’s profit or loss according to the adopted balance sheet, and

c.discharge from liability for the directors of the board and the managing director

 

8.Resolution on the number of directors, deputy directors, auditor and deputy auditor

9.Resolution to establish the remuneration for the board of directors and auditor

10.Election of the board of directors, chairman of the board of directors and auditor

11.Resolution on nomination committee

12.Resolution on authorisation for the board of directors to issue shares, convertibles and warrants

13. 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.euroclear.com/dam/ESw/Legal/Integritypolicy-company-english.pdf.

 

* * * * * *

 

Stockholm in June 2019

Cyber Security 1 AB (publ)

The board of directors

 

Please click below to access or register for analyst research conducted by WH Ireland

CYBER 1 WH Ireland Research.

The research available on the link above has been updated, based on results from Q3 2018, a summary of which can be found here.

Note: Any opinions, estimates or forecasts regarding CYBER 1’s performance made by analysts are theirs alone and do not represent opinions, forecasts or predictions of CYBER 1. CYBER 1 does not by its reference above or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.

Ownership Structure

The table below sets out the current ownership structure of CYBER 1, as per September, 2019.

Rank	Shareholders	Shareholding	Percent
1	UBS SWITZERLAND AG, W8IMY	72,635,200	24.58%
2	DEUTSCHE BANK AG, W8IMY	58,219,012	19.7%
3	CREDIT SUISSE (SWITZERLAND) LTD	30,333,600	10.27%
4	CLEARSTREAM BANKING S.A, W8IMY	29,440,891	9.96%
5	PERSHING, LLC, W9	22,348,707	7.56%
6	SIX SIS AG, W8IMY	12,785,672	4.33%
7	MORGAN STANLEY & CO INTL PLC, W8IMY	9,835,130	3.33%
8	BANK OF NEW YORK MELLON, CORPORATION W9	8,547,790	2.89%
9	BANK OF NEW YORK MELLON ADR DEPT	8,034,600	2.72%
10	KAS BANK CLIENT ACC NON TREATY 30%	5,757,778	1.95%
	OtherShareholders*	37,548,102	12.71%
	TotalShareholders	295,486,482	100.00%

Management Shareholdings
Name	Year of Birth	Group Manager Since	Position	Shareholdings
Nick Viney	1974	2019	Chief Executive Officer	n/a
Vivian Gevers	1982	2013	Chief Operating Officer	5,105,099
Andrew Sjoberg	1965	2016	Technical Director	3,102,936
Garreth Scott	1982	2018	Managing Director	149,911

Share Capital
Date of Decision	Event	Changes in shares	Total number of shares	Change in share capital	Share Capital (SEK)	Quota Value (SEK)
2015-01-01	Opening Balance	0,00	2,500	0.00	250,000.00	100.00
2015-05-19	Split 1 to 100,000	249,997,500	250,000,00		250,000,00	0.00100
2015-05-19	Offset Issue	363,000,000	612,000	362,000.00	612,000.00	0.00100
2015-05-19	Reverse Split 2 to 1	-306,000,000	306,000,000		612,000.00	0.00200
2015-05-19	Reverse Split 10 to 8	-61,2000,000	244,600,000		612,000.00	0.00250
2016-03-24	Offset Issue	2,800,000	247,600,00	7,000.00	619,000.00	0.00250
2016-07-07	New Share Issue	9,579,500	257,179,000	23,948.75	642,948.75	0.00250
2017-09-22	New Share Issue	550,000	257,729,500	1,375	644,323.75	0.00250
2017-09-25	New Share Issue	924,000	258,653,500	2,310	646,633.75	0.00250
2017-10-06	New Share Issue	1,860,465	260,513,965	4,651	651,284.33	0.00250

Board of Directors Shareholdings
Name	Year of Birth	Manager of the Board	Position	Independent of the Company and Group Management	Independent of Principal Shareholders	Shareholdings
Kobus Paulsen	1965	2015	Chairman	Yes	No	200,391,533
Daryn Stilwell	1978	2018	Member	No	Yes	501,000
Lord Anthony St John	1957	2017	Member	Yes	Yes	None
Neira Jones	1964	2015	Member	Yes	Yes	None

Dividend Policy

In the short-term, no dividends to shareholders shall be payable as the Company’s development and expansion ambitions will be given priority.

The Company’s dividend policy moving forward is that the Board will determine whether any dividends shall be payable based upon the Company’s performance and distributable profits after each set of full year audited accounts. This decision will take into account capital requirements to invest for growth, including organic expansion, merger and acquisition activities, and market outlook. All Shares carry equal rights to dividends as well as to the Company’s assets and potential surplus in the event of liquidation.

Resolutions regarding dividends are passed by general meetings. All shareholders registered as shareholders in the share register maintained by Euroclear Sweden on the record date adopted by the general meeting are entitled to receive dividends. Dividends are normally distributed to shareholders as a cash payment per share through Euroclear Sweden, but may also be paid out in a manner other than cash (in-kind dividend). If shareholders cannot be reached through Euroclear Sweden, such shareholder still retains its claim on the Company to the dividend amount, subject to a statutory limitation of ten years. Upon the expiry of the limitation period, the dividend amount shall pass to the Company.

There are no restrictions on the right to dividends for shareholders domiciled outside Sweden. Payments to shareholders not resident in Sweden for tax purposes are normally subject to Swedish withholding tax.

Shareholdings:
750,000, shares currently held by Kobus Paulsen in trust for and on behalf of David Blunkett.

The Company’s Articles of Association states that share capital shall amount to minimum SEK 500,000 and maximum of SEK 2,000,000 with a minimum of 200,000,000 and maximum of 800,000,000 shares. On the day of the publishing of the Company Description, the Company´s registered share capital amounts to SEK 646,633.75, and 258,653,500 issues shares, with a quota value of SEK 0.0025.

[1] A new issue was resolved upon by the Board of Directors on 22 April 2016 according to which 9,579,000 new shares were issued for a value of EUR 4,789,500. The new share issue has been filed with the Swedish Companies Registration and is, at the date of this Company Description, currently subject to registration process. Thus, at the date of this Company Description, the new share issue has not yet been registered.
No other changes to the share capital have been made in 2016.

Cyber Security 1 AB’s registered functional and reporting currency is Euro since an EGM decision in December 2015. The Companys registered share capital is denominated in Swedish Crowns (SEK) until 2 January 2017. On January 2, 2017, the Companys share capital will be recalculated to Euro following principles applied by Bolagsverket in Sweden.

Cyber Security 1 AB’s income statement for 12 months ending on 31 December 2015 has used the average SEK/Euro as the periods exchange rate. For the Companys balance sheet, the closing exchange rate on 31 December 2015 has been used.

For further details regarding the IPO offer refer to the prospectus document in the Financial reports section of this web site.

At the annual general meeting of the Company on 31 May 2017, the Board of Directors was authorised to issue, at one or more occasions, with or without deviation from shareholders preferential rights, up to 50,000,000 new shares, convertible bonds and / or warrants.

For further details regarding the IPO offer refer to the prospectus document in the Financial reports section of this web site.
The Annual General meeting held on the 28 June 201 approved the board of directors to issue up to 50 000 000 new shares with or without deviation from current shareholders’ preferential rights. The boards mandate to issue these shares is valid until the next annual general meeting in 2019.

All Companies with shares traded on Nasdaq First North have a Certified Adviser who monitors that the rules are followed. The Company’s Certified Adviser is Mangold Fondkommission AB. Nasdaq Stockholm approves the admission to such trading.

The Company’s Certified Adviser is Mangold Fondkommission AB (Tel +46 8-503 015 50). Nasdaq Stockholm approves the admission to such trading.

Nasdaq First North Growth Market is a registered SME growth market, in accordance with the Directive on Markets in Financial Instruments (EU 2014/65) as implemented in the national legislation of Denmark, Finland and Sweden, operated by an exchange within the Nasdaq group. Issuers on Nasdaq First North Growth Market are not subject to all the same rules as issuers on a regulated main market, as defined in EU legislation (as implemented in national law). Instead they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in an issuer on Nasdaq First North Growth Market may therefore be higher than investing in an issuer on the main market. All issuers with shares admitted to trading on Nasdaq First North Growth Market have a Certified Adviser who monitors that the rules are followed. The respective Nasdaq exchange approves the application for admission to trading.