CYBER1 ANNOUNCES SETUP OF A GLOBAL ADVISORY BOARD WITH THE APPOINTMENT OF JOSEPH J. GRANO JR. AS CHAIRMAN
London, United Kingdom – 12 December 2018 – Cyber Security 1 AB (Publ) (the “Company”) (“CYBER1”) (Nasdaq First North: CYB1), an international leader in Cyber Security and Governance, Risk and Compliance services, is today delighted to announce the appointment of Joseph J. Grano Jr. to set up and chair the CYBER1 Global Advisory Board (“GAB”) with immediate effect.
Mr Grano brings with him a wealth of experience in business and has more than 30 years’ experience in the securities and financial services industries. He is the former Chairman of UBS Financial Services Inc., the former President, CEO and Chairman of UBS PaineWebber and has also previously served in various senior management positions with Merrill Lynch.
During the period from March 2002 to August 2005, Mr Grano served as the Chairman of the Homeland Security Advisory Council following his appointment by President George W. Bush: in this role, he was ultimately responsible for providing the Secretary of Homeland Security with real-time, real-world, sensing and independent advice in order to better facilitate decision-making across the spectrum of homeland security operations.
The CYBER1 board of directors has mandated Mr Grano to initiate the GAB, which will help CYBER1 develop and implement its mission statement and strategy on a global basis. It is envisaged that the GAB will comprise representatives from the following four distinct geographical regions:
- Europe
- Middle East/Africa
- Latin America
- The United States
The primary mandate of the GAB will be to facilitate the successful penetration of the CYBER1 value proposition within each geographical region and concomitant to this, to prioritise cross selling opportunities within the various CYBER1 Group companies, with the resultant effect of positioning CYBER1 as a “best in class” global firm, and trusted provider of cyber security products and services to governments, municipalities, corporations and institutions.
Commenting on his appointment to the advisory board, Mr Grano stated:
“I am delighted to be joining the CYBER1 team, in supporting the set up of their Global Advisory Board. Ever since my Special Forces training and from the privilege of chairing the Homeland Security Advisory Board post 9/11, I have been dedicated to the security of our citizens, government and private sector. My experience has taught me that to win this cyber war we need to appreciate that our collective approach is not a matter of sacrificing liberty for security. Rather we need to focus on securing liberty”
CYBER1 Chairman Kobus Paulsen commented:
“We are honoured to have Joe join our Global Advisory Board. With his rich and varied leadership experience in the fields of security and financial services, Joe adds tremendous depth, business acumen and a wealth of insight into our target markets. As we enter a new period of global expansion of our services, we will undoubtedly benefit from Joe's expertise, network and immense credibility in both the public and private sectors".
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
Investor Relations contact, CYBER1
Email: cyber1@investor-focus.co.uk
ABOUT CYBER1
CYBER1 (formerly Cognosec AB) 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, [formerly Nasdaq: COGS.ST]) and as an American Depositary Receipt (OTCQX: CYBNY), the CYBER1 Group delivers services and technology licenses designed to enhance clients’ protections against unwanted intrusions, provide and enhance cyber resilience, and to prevent various forms of information theft. CYBER1 had revenues of 17.2*m EUR in 2017 and employed 239 personnel at the end of Q3 2018. For further information, please visit www.cyber1.com/investors.
For further information, please visit: https://cyber1.com.
Key Current and Future Cyber Security Threats for Organisations
2017 was a year of significant data security breaches worldwide, with organisations at all levels targeted.
According to Gartner, the worldwide spend on information security products and services in 2017 was $101.544bn, set to increase to $114bn by the end of this year, followed by $124bn by 2019, representing an almost 20% increase in the space of 2 years (https://www.gartner.com/en/newsroom/press-releases/2018-08-15-gartner-forecasts-worldwide-information-security-spending-to-exceed-124-billion-in-2019).
This growth is being driven by multiple factors.
In addition to traditional concerns, such as security risk for businesses relating specifically to potential data breaches, there is also growing awareness of the importance of organisational security, both from a financial as well as reputational standpoint for companies, due in no small part to the many high-profile breaches suffered in 2017 and 2018.
Even within the previous 2 months, Instagram was subject to a data breach, wherein hundreds of users had their accounts locked and their login emails replaced with Russian addresses. Although the number of users of affected was relatively small compared to Instagram’s user base, the compromise was enough to be reported by international media outlets, causing potentially significant damage to the company’s reputation (https://www.independent.co.uk/life-style/gadgets-and-tech/news/instagram-hack-accounts-russia-take-over-security-locked-how-2018-a8492406.html).
In addition to the above, there is also the additional and increasing pressure that exists due to regulatory concerns, most notably evinced by the introduction in May of this year of the EU General Data Protection Regulation (GDPR).
GDPR places an increased onus on organisations to responsibly process and protect individuals’ personal data. As such, its arrival is likely to require many organisations, from SMEs to large multinational companies, to develop a more holistic understanding of their security infrastructure, both from a technical perspective, as well as through other means, such as by allocating resources to educating their workforce, and introducing data policies that comply with regulatory requirements.
Notwithstanding the greater awareness and concomitant spending that organisations are now undertaking with respect to their cyber security, the nature of the threat against these organisations and, in particular, the sensitive data they hold both in relation to themselves and individuals, is ever-increasing, in sophistication and in scope.
In recognition of this growing threat landscape, Cyber 1 introduces the first in a series of articles designed to highlight key cyber security threats of which organisations should be aware, both now and in the future.
This week’s article focusses on a very commonplace threat: Business Email Compromise attacks (BECs).
Although much cyber security-related news in 2017 focussed on well-publicised ransomware attacks such as WannaCry and NotPetya, Cisco reported at the time in its mid-year cyber security report, that the greater threat to organisations lay in BECs (https://www.computerworld.com.au/article/626254/ransomware-gets-headlines-business-email-compromise-bigger-threat/).
These are a form of phishing attack, wherein an attacker impersonates, for example, a senior company executive, and thereby elicits employees to divulge confidential information, sensitive personal or business information, or even facilitate the transfer of company funds.
BECs often target large companies and can bypass the often-strong threat defences in place in such organisations, due in part to an absence of malware or malicious links, making purely software-based detection of this threat difficult.
BECs rely on social engineering: in other words, targeting the most vulnerable element of a company’s cyber security system, namely personnel. The main defence against BECs is therefore education of employees, as well as ensuring that appropriate disaster recovery mechanisms exist in case of breach.
However, to ensure comprehensive protection against these attacks, as is the case with any cyber threat, there is no single answer, technical or otherwise: instead, the corporate network should be considered in its entirety and appropriate safeguards implemented at every level, not just that of the employee.
CYBER1, as a 360o cyber security solution that offers products, services and round-the-clock vigilance on behalf of its clients, is well-placed to help organisations better understand their existing infrastructures and facilitate the development of better threat detection and response protocols.
It is through these measures that organisations can obviate the risk of the threats mentioned above, and it is in this arena that CYBER1 can assist vulnerable organisations: through its unparalleled combination of technical, regulatory and corporate expertise, CYBER1 is well-suited to offer tailored protection to organisations in diverse industries and jurisdictions.
The next edition will look at the risks associated with the use of Application Programming Interfaces (APIs).
CYBER1 signs multiple international deals, valued at more than €9m
London United Kingdom – 2 October 2018 – CYBER1 (the “Company”) (Nasdaq First North:CYB1, OTCQX:CYBNY), an international leader in cyber security, GRC and PCI services today announces a number of significant agreements have been signed across our subsidiaries in EMEA, to a number of large international organisations for the delivery of cyber security solutions and services. The agreements are multi year and have a value combination of over 9m EUR.
The three significant deals, are a mixture of new business and successful upselling on renewal agreements. The existing partnerships we have built enshrines the long term relationships we develop with our customers. In addition our subsidiaries continue to collaborate in exploring new opportunities across our regions to identify new opportunities with existing vendors in new geographies. In building knowledge and understanding of how our clients operate, we are perfectly placed to ensure that their cyber security needs are continuously evolving against the latest threats and vulnerabilities.
The demand for security services is ever increasing, as cybercrime becomes a commonplace reality for organisations, senior executives worldwide have to make investments in this area, to protect their organisations from financial and reputational damages that are associated with breaches and non-compliance.
CEO of CYBER1 Robert Brown, commenting on the deal, stated:
“Our relationships with our customers underpins the ethos of how operate as a Group. We are trusted with sensitive and confidential information for an array of international and national clients and that trust resonates in the long term partnerships we have developed. These deals are a reflection of that commitment to our clients and we will continue to find the latest innovative methods in building cyber resilience solutions to the market for our partners.”
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:
European Investor Relations Contact:
Tim Metcalfe / Miles Nolan IR-contacts
CYBER1 Email: cyber1@investor-focus.co.uk
U.S. Investor Relations Contact:
Matt Glover or Najim Mostamand, CFA
Liolios Group, Inc.
949-574-3860
cyber1@liolios.com
ABOUT CYBER1
CYBER1 (formerly known as Cognosec AB) is engaged in providing cyber resilience solutions and conducts its operations through physical presences in UK, Austria, Italy, Germany, Sweden, South Africa, Kenya, Turkey, Ukraine and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: CYB1.ST, formerly as Nasdaq: COGS.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 17.2*m EUR in 2017 and employed 239 personnel at the end of Q2 2018. For further information, please visit www.cyber1.com.
CYBER1 to Present at the 7th Annual Liolios Gateway Conference on September 6, 2018
LONDON, Aug. 27, 2018- Cyber Security 1 AB (publ) ("CYBER1"), (NASDAQ: CYB1, OTCQX:CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, has been invited to present at the 7th Annual Liolios Gateway Conference, which is being held September 5-6, 2018 at the Four Seasons Hotel in San Francisco, CA.
CYBER1 management is scheduled to present on Thursday, September 6 at 12:00 p.m. Pacific time, with one-on-one meetings to be held throughout the conference.
The presentation will be webcast live and available for replay here and on the Gateway Conference website at www.gateway-conference.com/presenters.
To receive additional information, request an invitation or to schedule a one-on-one meeting, please email gateway@liolios.com.
About the Gateway Conference
The 7th Annual Gateway Conference is an invite-only conference presented by Liolios, a full-service financial communications firm. Gateway was created to bring together the most compelling companies with the nation's top institutional investors and analysts. This year's event features approximately 100 companies from a number of growth industries, including technology, business and financial services, consumer, digital media, clean technology and life sciences. The format has been designed to give attendees direct access to senior management via company presentations, Q&A sessions and one-on-one meetings. For more information, visit www.gateway-conference.com or www.liolios.com.
About CYBER1
CYBER1 (formerly Cognosec AB) 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, [formerly NASDAQ: COGS.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 17.2m EUR in 2017 and employed 239 personnel at the end of Q2 2018. For further information, please visit www.cyber1.com/investors.
Cognosec AB (publ) rebrands as CYBER 1 (Nasdaq: CYB1; OTC – Nasdaq Intl: CYBNY)
Cognosec AB today announces that it is rebranding to CYBER 1, following an approved vote to formally change the company’s name at the Annual General Meeting of 28th June 2018.
The company’s legal name will be Cyber Security 1 AB, following approval by Bolagsverket.
The rebrand, which takes place with immediate effect, will also see the Nasdaq First North ticker (Nasdaq: COGS.ST) changed to Nasdaq: CYB1.ST, with the ticker change to take effect following this press release and receipt by Nasdaq of the exchange notice from our certified advisors Mangold Fondkommission AB. The rebranding will provide clear delineation between the parent company and its subsidiaries, which comprise the professional services and advisory arms, with the advisory arm also named Cognosec.
Commenting on the name change, Chairman of CYBER 1, Kobus Paulsen stated:
“Following several acquisitions, the decision to rebrand the parent entity marks the beginning of the next chapter for our company. CYBER 1 will provide both consumers and investors with a clear message and understanding of who we are and what we do, and it is our intention to drive this brand globally, in conjunction with both strong organic and acquisitive growth.”
For more information about CYBER 1, please visit the new website: www.cyber1.com
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:
European Investor Relations Contact:
Tim Metcalfe / Miles Nolan IR-contacts
CYBER1 AB Email: cyber1@investor-focus.co.uk
U.S. Investor Relations Contact:
Matt Glover or Najim Mostamand, CFA
Liolios Group, Inc.
949-574-3860
cyber1@liolios.com
ABOUT CYBER 1
CYBER 1 (formerly known as Cognosec AB) is engaged in providing cyber resilience solutions and conducts its operations through physical presences in Sweden, South Africa, UK, Kenya, Germany, Austria, Turkey, Greece, Italy, Ukraine and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: CYB1.ST, formerly as Nasdaq: COGS.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 AB had revenues of 17.2*m EUR in 2017 and employed 293 personnel at the end of Q2 2018. For further information, please visit www.cyber1.com/investors.
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 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 AB to Present at the 8th Annual LD Micro Invitational
Cognosec AB (Publ) (“Cognosec”, or the “Company”), (Nasdaq: COGS, OTCQX:CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East has been invited to present at the 8th Annual LD Micro Invitational, which is being held on June 4-6, 2018 at the Luxe Sunset Boulevard Hotel in Los Angeles, California.
Cognosec is scheduled to present on Tuesday, June 5 at 3:30 p.m. Pacific time. The presentation will be webcast live and available for replay here. Management will also hold one-on-one meetings with investors and analysts at the conference.
For additional information or to schedule a one-on-one meeting with Cognosec management, please contact the company’s U.S IR team at COGS@liolios.com.
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:
U.S. Investor Relations Contact:
Matt Glover or Najim Mostamand, CFA
Liolios Group, Inc.
949-574-3860
COGS@liolios.com
European Investor Relations 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 conducts its operations through physical presences in Sweden, South Africa, UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS.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. Cognosec AB had revenues of 17.2m EUR in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se
Notice of Annual General Meeting
The shareholders of Cognosec AB (publ), reg. no. 556135-4811, (the “Company”), are hereby convened to the annual general meeting on Thursday 28 June 2018 at 13:00 (CET) at Advokatfirma DLA Piper Sweden KB’s office at Kungsgatan 9 in Stockholm, Sweden.
NOTICE
Shareholders who wish to attend the AGM must:
– Be registered in the Euroclear Sweden AB share register, no later than June 21, 2018
– Latest by June 21, 2018 at 16:00 give their notice of own attendance and of any appointed counsel, to the Company, by way of mail to Cognosec AB (publ), Attention: Daryn Stilwell, 19th Floor, 40 Bank Street, London, E145NR or by e-mail to daryn.stilwell@cognosec.com.
To facilitate registration at the AGM, notification should, where appropriate, be accompanied by a power of attorney, registration certificates and valid authorisation documents. Proxy forms will be available on the Company’s website www.cognosec.se and can be sent by mail to shareholders who so request. The power of attorney must be presented no later than the registration at the meeting.
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 Thursday 21 June 2018, when such registration shall have been executed.
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, alternate directors, auditor and alternate 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. Resolution to amend the articles of association
14. Closing of the meeting
Election of chairman of the meeting (item 1)
The nomination committee proposes advokat Anders Waltner 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 six directors without deputy directors and that the Company shall have one auditor, without 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 100,000 shall be paid to the chairman of the board of directors, SEK 200,000 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 auditors 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, Daniel Holden, Patrick Boylan, Lord David Blunkett, Neira Jones and Lord Anthony St John Bletso.
The nomination committee proposes re-election of Kobus Paulsen as chairman of the board of directors and that Patrick Boylan is elected as deputy chairman of the board of directors.
The nomination committee proposes re-election as auditor of Öhrlings PricewaterhouseCoopers AB, who has informed that if the general meeting resolves in accordance with the proposal, Martin Johanson will be appointed to continue as auditor in charge.
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 2018, 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 authorization shall be limited to 50,000,000 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.
Resolution to amend the articles of association (item 13)
The board of directors proposes that the general meeting resolves to amend the articles of association by adopting the new company name “Cyber1 AB”. In the event that this name cannot be registered with the Swedish Companies Registration Office (Sw. Bolagsverket), the following names shall be adopted in the following order, depending on if they can be registered with Bolagsverket, “Cyber One AB”, “Cyber Security 1 AB” and “Cyber Security One AB”
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.
STATEMENT ON THE TOTAL NUMBER OF SHARES AND VOTES IN COGNOSEC AB
As of the date of this notice, Cognosec AB has a total of
262,817,743 shares and 262,817,743 votes.
GENERAL
The accounts and auditor (items 8-9) and complete proposal for a decision (points 13-14) kept available at the Company’s office, C/O Secure Trading , 19th Floor, 40 Bank Street. and on the Company’s website, www.cognosec.se. Date of effect Wednesday, June 8, 2018 and sent to shareholders who so request and state their address. This notice is an adaptation to English from the Swedish original. The Swedish version remains legally binding to the Company.
Stockholm, May 2018
Board of Directors
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:
European Investor Relations Contact:
Tim Metcalfe / Miles Nolan IR-contacts
Cognosec AB Email: cognosec@investor-focus.co.uk
U.S. Investor Relations Contact:
Matt Glover or Najim Mostamand, CFA
Liolios Group, Inc.
949-574-3860
COGS@liolios.com
ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and conducts its operations through physical presences in Sweden, South Africa, UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS.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. Cognosec AB had revenues of 17.2m EUR in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se
Cognosec AB (publ) Appoints WH Ireland as Corporate Broker (Nasdaq: COGS; OTCQX-Nasdaq Intl. Designation: CYBNY)
Cognosec AB (publ) (“Cognosec” or “The Company”), a leading cyber resilience solution provider in Sweden, South Africa, UK, Kenya, Germany, Austria and the United Arab Emirates, is pleased to announce the appointment of WH Ireland Limited as broker in relation to UK Investors with immediate effect.
WH Ireland, a leading broker in the London market, will provide research coverage and corporate finance advice in key areas to support Cognosec’s stated M&A strategy.
Daniel Holden, CFO of Cognosec, commented:
“Cognosec is delighted to appoint WH Ireland Limited as the Company’s corporate broker and advisor. We look forward to working with them to provide better engagement with existing and new shareholders, and support our M&A agenda.”
Adam Pollock, Head of Corporate & Institutional Broking, commented:
“Cyber security is a continual and growing threat, and Cognosec addresses this market with a range of key products and services. We are delighted to support them on their journey.”
For further information please contact:
WH Ireland: Broker
Adam Pollock / Jessica Cave
T: +44 (0) 20 7220 1666
Mangold Fondkommission AB: Certified Adviser
T: +46 (0)8 5030 1550
E: info@mangold.se
IFC Advisory: Financial PR
Tim Metcalfe / Miles Nolan
T: +44 (0)20 3934 6632
E: cognosec@investor-focus.co.uk
ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and conducts its operations through presences in Sweden, South Africa, UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS.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. Cognosec AB had revenues of 17.2m EUR in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se