Resolutions from Annual General Meeting for Cognosec AB

The following resolutions were made at the AGM:

Adoption of the Financial Statements and the Annual Report for 2017

The Annual General Meeting of Cognosec AB (publ) resolved to adopt the submitted income statement and balance sheet, the consolidated income statement and the consolidated balance sheet for 2017.

The AGM also adopted proposed dispositions of the Company’s result as presented in the Company’s Annual Report for 2017. No dividend will be declared for 2017.

Discharge of Directors and CEO from liability for financial year of 2017.

The shareholders represented at the AGM, voted in unity to discharge all Directors and the Company’s CEO from liabilities for the financial year of 2017.

Election of a new Board of Directors, Auditors and decision on fees to Directors and Auditors

The AGM resolved to re-elect Directors; Lord David Blunkett, Patrick Boylan, Neira Jones, Kobus Paulsen, Lord Antony St John and to newly elect Daryn Stilwell to the Board. Kobus Paulsen was re-elected as Chairman and Patrick Boylan was elected deputy-Chairman.

Daniel Holden had previously announced that he would not be available for re-election due to an increased level of responsibility and commitments related to his other board positions.

Newly elected member of the Board, Daryn Stilwell, has held a number of leadership roles in technology-based companies over the years and more recently has supported the Company as Group General Counsel and board secretary. He is also a member of the Cognosec AB Executive Committee.

PricewaterhouseCoopers AB was re-elected as Auditors, with Martin Johansson as the responsible auditor until end of the Annual General Meeting 2019.
It was resolved that fees for the Board Members would be as follows:

  • 300,000 SEK, for ordinary board members;
  • 100,000 SEK for the Chairman; and
  • 200,000 SEK for the deputy Chairman.

The Auditors will be paid in accordance to approved invoicing.

Nomination Committee

The AGM resolved to adopt the proposed principals for formation of a Nomination Committee.

Authorisation of the Board of Directors to issue new shares, etc

The AGM decided in accordance with the proposal, to authorise the Directors of the Board 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.

Amendment to Articles of Association

The AGM approved the amendment of the articles of association by adopting the new company name “CYBER 1 AB”.

All resolutions from the Annual General Meeting are set out in the minutes from the meeting, which will be available for download at https://www.cognosec.se/agm

Certified Adviser
Mangold Fondkommission AB is the Company’s Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail: info@mangold.se

FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe / Miles Nolan
IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk

ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and in the prevention of cyber-attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS) and OTC-Nasdaq Intl. Designation (CYBNY), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations’ protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR17.19m in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se


Cognosec completes acquisition of ADVANTIO

  • Cognosec acquires 100% of ADVANTIO, subject to usual closing conditions
  • ADVANTIO is a specialist cyber resilience and advisory business
  • In 2017, ADVANTIO had revenues of €2.85m and EBITDA of €502k
  • The consideration of €12m comprises €2.4m cash and €9.6m value in Cognosec shares satisfied by the issue of 20,000,000 shares at a €0.48 strike price.

Cognosec AB (publ) (“Cognosec” or “The Company”), (Nasdaq: COGS, OTCQX-Nasdaq Intl: CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, signs share sale and purchase agreement with ADVANTIO, a Dublin-registered company specialising in the provision of cyber resilience solutions, products and services. The acquisition is in line with Cognosec’s strategy to expand the information security advisory area of its business.

 

Cognosec AB today announces the signing of a share sale and purchase agreement pursuant to the acquisition of ADVANTIO, which has closed in Q2 2018 subject to usual closing conditions.

ADVANTIO is a Dublin-registered company with offices in Dublin, Naples, Rome and Kiev. The transaction will include the acquisition of 100% of outstanding shares in ADVANTIO for a consideration of €12,000,000, comprising €2,400,000 cash and €9,600,000 value in Cognosec AB new issue shares at a €0.48 strike price. The share consideration will be satisfied by the issue of 20,000,000 new shares, resulting in 298,958,409 issued shares from 278,958,409 issued shares previously and a dilution of 7.12**%. In addition, the new shares will result in a change in share capital of 5,234 EUR, which is a change from a previous share capital amount of 73,007 EUR, to 78,241 EUR. There will be no other impact on Cognosec AB’s balance sheet.

ADVANTIO is a specialist cyber resilience advisory company providing professional advisory services, managed solutions and its own inhouse developed SaaS security and compliance solutions along with multilingual support covering eighteen languages. ADVANTIO was established by a team who are pioneers in cyber security and who together possess a combined total of over eighty years’ management experience specifically within the provision of advisory and technology-driven professional services. ADVANTIO provides a focused approach to the provision of cyber resilience and compliance solutions across numerous business sectors including Travel & Leisure, Financial Services, Technology and Industrials. ADVANTIO helps merchants and merchant portfolio authorities ensure that they are fully compliant with applicable PCI DSS requirements, both with regards to specialized areas such as Requirement 9.9, which relates to the protection of POS devices and Cardholder Data, as well as general compliance, helping organisations become fully cyber resilient, going from zero to PCI-compliant.

ADVANTIO complements the recent acquisitions by Cognosec AB and is established in key synergistic geographies that both support and complement Cognosec AB’s existing geographical and technological infrastructures.

ADVANTIO recorded revenues of €2.85m in 2017 and EBITDA of €502k.

The acquisition of ADVANTIO will improve Cognosec AB’s competitive advantage in advisory services, especially within the key area of Governance, Risk and Compliance.

Commenting upon the acquisition of the business by Cognosec AB, Marco Borza, ADVANTIO’s Co-founder & CEO, says that – “We are finally now joining the Cognosec AB family and it brings us tremendous excitement in building for the future with our esteemed customers and our loyal employees. We now have the opportunity to accelerate our aggressive growth plans through the addition of brand-new geographies for us, including new territories encompassing EMEA and through Cognosec AB’s existing clientele.”
Kobus Paulsen, Chairman of Cognosec AB commented – “Marco, Martin, Francesco and Irmantas, who lead ADVANTIO’s management and executive teams, have worked unbelievably hard in building a profitable and productive business, and the synergies between our organisations from both cultural and commercial perspectives are a perfect fit. ADVANTIO has a Who’s Who? of customers in key industry sectors and they provide critical support and technological capabilities in key geographies to these clients. Their ability to provide continuous care is undisputed – hence the reason their clients have stayed with them for many years. We cannot wait to build the next phases of our growth, together and it has been a true pleasure to work with Marco and his teams through the acquisition phase.”

The acquisition will place Cognosec and Advantio together in the top bracket of PCI Qualified Security Assessors and PCI Approved Scanning Vendors worldwide and in the top three in Europe.

Certified Adviser
Mangold Fondkommission AB is the Company’s Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail: info@mangold.se

FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe / Miles Nolan

IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk

This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 26 June, 2018, at 20.00 CET.

ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and in the prevention of cyber attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS) and OTC-Nasdaq Intl. Designation (CYBNY), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations’ protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR17.19m in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se


Cognosec AB (publ.) AGM update, Proposed amendment to resolution to be considered at AGM (Nasdaq: COGS; OTC – Nasdaq Intl:CYBNY)

The Annual General Meeting (AGM) of Cognosec AB (or the “Company”) is to be held at 13:00 (CET) on Thursday 28 June 2018, at Advokatfirma DLA Piper Sweden KB’s office at Kungsgatan 9 in Stockholm, Sweden.

Cognosec AB and its Board of Directors wish to amend the 2018 AGM Notice in relation to Item 10 (Election of the Board of Directors, chairman of the Board of Directors and Auditor) as further detailed below.

The Nomination Committee had previously proposed that for the period until the next AGM the following Board Members be re-elected: Kobus Paulsen, Patrick Boylan, Lord David Blunkett, Neira Jones, Daniel Holden and Lord Anthony St John Bletso.

Daniel Holden has announced that he will not be available for re-election due to an increased level of responsibility and commitments related to his other board positions.

The Nomination Committee proposes to elect Daryn Stilwell to the Company’s Board of Directors.

Daryn Stilwell has held a number of leadership roles and more recently has supported the Company as Group General Counsel and board secretary and is also a member of the Cognosec AB Executive Committee.

All other details remain unchanged.


Cognosec completes acquisition of ITWAY’s Cyber Security Value Added Distributor interests in Turkey and Greece

  • Cognosec acquires 100% of ITWAY HELLAS SL SA & ITWAY TURKYIE LTD
  • ITWAY Turkey and Greece dominate cyber product distribution markets.
  • ITWAY Turkey and Greece revenues in 2017 were €26m with EBITDA of €1.9m
  • Consideration of EUR10m comprises EUR2m cash and EUR8m value in Cognosec shares satisfied by the issue of 16,666,666 shares at €0.48.

Cognosec AB (publ) (“Cognosec”), (Nasdaq:COGS OTCQX:CYBNY), a leading provider of cyber security resilience with operations in Europe, Africa and the Middle East, signs Share Sale and Purchase Agreement (“SPA”) with ITWAY S.p.A. (“ITWAY”), a public company listed on the stock exchange managed by Borsa Italiana S.p.A. (“ITW.MI”), to acquire its Turkish and Greek cyber security product Value Added Distributors, subject to usual closing conditions.

Cognosec today announces the signing of a SPA related to the acquisition by Cognosec AB of 100% of the shares in ITWAY HELLAS SL SA & ITWAY TURKYIE LTD with aggregate revenues in 2017 of €26m* and EBITDA of €1.9m resulting in a Cognosec AB combined 2017 pro-forma revenue basis of €44m*

The total consideration payable by Cognosec for the transaction is €10m consisting of €2m in cash with the balance made up of €8m in Cognosec AB new issue shares. The share consideration will be satisfied by the issue of 16,666,666 new shares resulting in 278,958,409 issued shares from 262,291,743 previously and a dilution of 6.35%. No external debt has been required to complete this transaction.

The sale by ITWAY of the Value Added Distribution (VAD) businesses in Greece and Turkey completes the divestment programme of their VAD businesses. The Greek business, headquartered in Halandri, Athens, is the sole distributor for market-leading cyber brands including Check Point, RSA & McAfee and generated around 30% of the combined businesses’ revenues in the last financial year. The Turkish business, headquartered in Istanbul, Turkey, generates around 70% of the combined businesses’ revenues and counts CyberArk, Algosec and Rapid7 amongst its sole distributor relationships. Between them, the businesses employ 23 full time personnel. Both organisations have evidenced strong growth records in their respective geography and are both profitable and balance sheet positive.

The acquisition of these businesses complements the recent acquisitions made by Cognosec already established in key synergistic geographies that both support and complement Cognosec’s existing geographical and technological infrastructures.

The acquisition of the ITWAY businesses will also improve Cognosec’s competitive advantage especially within further geographical footholds for aggressive expansion.

The transaction, as expected and previously announced, closed in Q2, 2018.

Kobus Paulsen, Chairman of Cognosec commented – “It is with great pleasure that we welcome the ITWAY businesses to the Cognosec Family. Andrea and his Teams in Greece and Turkey have built remarkable cyber businesses that have shown consistent CAGRs of 20% over the past few years. They have built impeccable reputations and strong, loyal and ever expanding customer bases. I am also sincerely looking forward to working closely with Andrea, moving forwards, as a key Strategic Advisor to Cognosec AB where, with his many years cyber-specific experience, he will assist me and my Teams in identifying profitable opportunities for both organic and, merger & acquisition led growth.”

G. Andrea Farina, Chairman and CEO of ITWAY said: “We believe that Cognosec is the best option for the future of Value Added Distribution operations in Greece and Turkey. The clever vision of Kobus and the deep knowledge of the cybersecurity market of Cognosec AB, together with the highly ITWAY-relevant roles & footprints in the Greek and Turkish markets represent an exceptionally strong and consistent basis for both growth and leadership in the future. Meanwhile, we will also continue to strengthen our cooperation with Cognosec AB in our common development growth strategies.”

Certified Adviser
Mangold Fondkommission AB is the Company’s Certified Adviser.
Telephone: +46 (0)8 5030 1550
E-mail: info@mangold.se

FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe / Miles Nolan
IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk

This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 20th June, 2018, at 08:00 CET.

ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and in the prevention of cyber attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS) and OTC-Nasdaq Intl. Designation (CYBNY), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations’ protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR17.19m in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se


Cognosec AB (publ) Publication of Annual Accounts for 2017 (Nasdaq: COGS; OTC – Nasdaq Intl:CYBNY)

Cognosec AB, today publishes its Annual Report for 2017, after approval from the Board of Directors. The Annual Report contains an unqualified audit report and is presented in IFRS accounting standard.

The report is enclosed to this press message and also available for download on the Company’s website www.cognosec.se.


2018

Level 1 ADR Program. Trading under the symbol OTC – Nasdaq International Designation: CYBNY


2017

7th Cyber related acquisition completed.


2016

Cognosec AB list on the Nasdaq First North Exchange.

Intel Security awarded Cognosec AB Security Platinum Partner Status, the highest level attainable under the Inter Security Partner Program.


2015

On 1st January, the entire share capital of DRS (Pty), ARM (Pty) Ltd., ARM JLT UAE & Professional Technologies Ltd. are acquired by Cognosec AB. Cognosec AB applies for listing on the Nasdaq First North Exchange.


2014

A group of companies in South Africa, Dubai & Kenya cooperate with Cognosec GmbH of Austria to provide cutting edge end-to-end cyber security solutions.