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


Cognosec AB formally completes the inclusion of accreditation partner Cognosec GmbH

  • COGNOSEC AB completes the inclusion of Cognosec GmbH (Austria) – 11 May 2018
  • Cognosec GmbH previously operated under the UC Group and collaborated with Cognosec AB under an exclusive licence and service agreement.
  • This inclusion will align internal processes and maximise Cognosec AB’s technical expertise and accreditations across the subsidiaries around the globe.

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 completed the inclusion of Cognosec GmbH (Austria) (“Cognosec Austria”) following the final consent from its financial partners, making Cognosec Austria a wholly-owned subsidiary of Cognosec AB.

This inclusion is in line with Cognosec’s strategy to provide professional and managed services across the EMEA space.

Cognosec Austria is formally incorporated into the Cognosec Group of companies following approval of the transfer by the Austrian Company Register Court on the 29th April 2018 and pursuant to the terms of the agreement between UC Group and Cognosec, with an effective date of the transfer of the 1st January 2018. This information was disclosed in the 2016 company description, prior to the listing of Cognosec AB on Nasdaq First North.

Cognosec Austria, with its head office in Vienna, offers advisory and technical services in areas of cyber security, governance, risk and compliance (GRC), IT service management, information security and systems, IT portfolio and project management risk assessments, in addition to GRC integration services, including GRC, ERM, ICS, and ITGC design and implementation.

Cognosec Austria also possesses a number of accreditations, including that of ‘Qualified Security Assessor’ and ‘Approved Scanning Vendor’, both in accordance with the Payment Card Industry Data Security Standard (PCI DSS), the security standard overseen by the International PCI Security Standards Council. Recently, Cognosec Austria received accreditation with the Cryptocurrency Security Standards: this is in aid of its plan to diversify its services offering into the new and rapidly-growing area of distributed ledger technology and related applications such as Initial Coin Offerings (ICOs).

Cognosec Austria’s certifications and licenses enable Cognosec and its group companies to provide a comprehensive set of services, including the conducting of audits, risk assessments and further complements the cyber security products side of the Cognosec business, to offer a 360-degree cyber security solution for all customers.

Commenting on the integration of Cognosec Austria, CEO Oliver Eckel stated:

“Everyone in Vienna is delighted to officially join Cognosec AB, where we will be able to best utilise the expertise we have developed over the last seven years. The skillset of Cognosec GmbH, combined with the coverage provided by Cognosec AB, will help further cement our position as one of the preeminent cyber security providers in the EMEA region.”

Cognosec AB Chairman Kobus Paulsen commented:

“The formal inclusion of Cognosec GmbH into the Group solidifies our position as a complete cyber security solution provider, that offers resilience rather than the overrated protection angle. Cognosec GmbH encapsulates the true cyber skill of the Group and is what we are recognised for in the market, offering professional advisory and managed services that cover the entire cyber spectrum, from incidence response to building SOCs (Security Operation Centres). Cognosec GmbH is product agnostic but works in conjunction with our value added distribution business, Credence Security. This combined market offering enables us to manage the entire cycle of our clients’ cyber security needs.”


COGNOSEC Accepted to Trade on OTCQX Market

London United Kingdom – 19 March 2018 – Cognosec AB (the “Company”) (NASDAQ First North: COGS; OTCQX: CYBNY), an international leader in cyber security resilience, governance risk and compliance, advisory and threat prevention, is pleased to announce that it began trading today (19th March) on the OTCQX Market.

The Company has met additional financial standards, best practice corporate governance and compliance with U.S. securities laws, to ascend to the OTCQX Market. This move will provide investors with Real-Time Level 2 quotes for the Company, which can be found at www.otcmarkets.com/stock/CYBNY/overview

Trading on the OTCQX Market will increase the opportunity for liquidity and market visibility for Cognosec AB shares in the United States. The shares are traded at a ratio (DR:ORD) of 1:10.

Chairman, Kobus Paulsen commented: “Ascending to the OTCQX Market is a significant step for Cognosec, with U.S investors being key to our overall global strategy for the Company. Combined with organic growth and strategic M&A, we intend to use this platform to extend our investor pool to the United States, an objective which the OTCQX Market will be immensely valuable in facilitating.”

Jason Paltrowitz, Executive Vice President of Corporate Services at OTC Markets Group commented: “We are pleased to welcome Cognosec to the OTCQX Best Market. Trading on the OTCQX Market will enable Cognosec to expand its shareholder base and visibility in the U.S. and to help grow liquidity in its home market.”


SUPPORT SERVICES FOR INITIAL COIN OFFERINGS AND PROJECTS BASED ON DISTRIBUTED LEDGER TECHNOLOGY

London United Kingdom – 14 December 2017 – Cognosec AB (the “Company”) (NASDAQ First North: COGS), an international leader in Cybersecurity, GRC, SWIFT and PCI services is pleased to announce the launch of its service offering aiming to support Initial Coin Offerings (“ICOs”) and projects based on Distributed Ledger Technology (“DLT”).

After several months of infrastructural preparation, Cognosec now offers a suite of services around the blockchain and cryptocurrency space. These include the following:

  • Assurance services for blockchain-based projects;
  • ICO consultancy, including auditing of smart contracts, as well as utilising expert advice in relation to legal and regulatory obligations; and
  • Security around cryptocurrency storage and transfer for companies and cryptocurrency exchanges.

Blockchain as the most recognisable form of DLT is well on the way to real-world implementation, and Cognosec will be able to provide auditing and assurance services to companies in this space. One of the first large-scale applications of blockchain technology is likely to be in financial services, and here Cognosec will be able to draw on its wealth of experience in this sector, having dealt with entities ranging from Fintech start-ups to large multinational banks, to provide optimal assurance services.

In addition, with the market value of cryptocurrencies reaching in excess of US$400bn in 2017 from US$40bn at the beginning of the year (a 1000% increase), Cognosec wishes to utilise its existing technical expertise to provide security for investors and companies in this rapidly-growing space. The security of cryptocurrency exchanges and offline wallets has long been a concern for investors and companies, and this is another area in which Cognosec is well-positioned to provide assurance.

In the field of ICOs, the astronomic growth in the popularity of this new method of fund-raising has been accompanied by a great deal of uncertainty, both in the area of smart contracts and the secure auditing of these, in addition to the uncertain regulatory climate surrounding these vehicles.

Cognosec is able to offer smart contract auditing as part of an end-to-end service, taking a company considering an ICO from the inception stage to successful launch and post-completion.

 

Cognosec CTO, Oliver Eckel, commented:

“Although the growth in the blockchain, cryptocurrency and ICO spheres has been remarkable and looks set to increase with, among other things, the advent of Bitcoin Futures trading, as well as more and more large companies developing partnerships within the blockchain space (such as Microsoft and IBM), there remain a number of serious security issues.

For investors, the safety of cryptocurrency exchanges and wallets on which the keys to coins are stored, is a real concern. There have been many high-profile cases of hacking this past year. The same is true of ICOs, and in addition to this, any service based on a proprietary blockchain will need to be rigorously tested before going live.

With Cognosec’s extensive technical expertise and knowledge on blockchain technology, our experience of dealing with large multinational companies in areas as diverse as banking, technology, healthcare and government, and specifically on PCI DSS and Swift compliance, digital currencies and blockchain is an obvious space for us to enter: the demand is there, it is growing exponentially, and we have the means and capacity to satisfy it.

Following on from this demand, Cognosec is also fully aware of the expertise needed and so will be engaged in a number of research projects in 2018 undertaken with a leading university in Austria to ensure that Cognosec has access to and is able to offer opportunities of immediate employment to young people wanting to work in this new and exciting area following the completion of their studies.”

 

Cognosec Chairman, Kobus Paulsen, further commented:

“As a NASDAQ-listed multinational technology company, we have watched the tremendous growth in the blockchain sector over the past several years and this year in particular, and have taken steps to prepare accordingly.

We are an established, accredited cyber security company with an acute awareness of the legal and regulatory landscape surrounding blockchain and its application, and our qualification and expertise are multi-jurisdictional.

The growth that has occurred is remarkable, but with this increased growth will come a greater need for protection for companies as this space matures. Security, in relation to blockchain projects, ICOs and cryptocurrency wallets and exchanges will only become more important as more institutional investment enter this space.

Cognosec is uniquely positioned to guide our clients, whether they are small businesses or large multinationals, through the blockchain space as these technologies and products become a fact of everyday life.

Through our network of expertise and relationships throughout the technology and regulatory space, we are able to provide an end-to-end solution that is tailored to individual clients’ needs.”


Resolutions from Annual General Meeting in Cognosec AB on June 28th 2017

The following resolutions were made at the AGM:

Adoption of the Financial Statements and the Annual Report for 2016

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 2016. The AGM also adopted proposed dispositions of the Company’s result as presented in  the  Company’s Annual  Report for 2016.  No dividend  will be declared for 2016.

Discharge of Directors and CEO from liability for financial year of 2016

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 2016.

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, Daniel Holden, Neira Jones, Kobus Paulsen and newly elect Lord Antony St John Bletso. Kobus Paulsen was re-elected as Chairman. Bjorn Elowsson, Anna Petre, Magnus  Stuart and Dusyant Patel  had announced that they were not available for re-election.

Lord Antony St John  Bletso,  born  1957,  is  a  politician,  businessman  and  solicitor,  member  of  the  House  of  Lords  and  represents the  British Govenment in African affairs. Lord Antony  St John  Bletso is a  Director of African Business Solutions, Non-Executive Director  of Albion  Ventures  LLP and  Chairman of the Governing  Board of Certification International.

PricewaterhouseCoopers AB was re-elected as Auditors, with Martin Johansson as responsible auditor until end of the Annual General Meeting 2018.

Director’s fee was resolved to  SEK 65,000, for Chairman SEK  100,000.  The Auditors will be paid in accordance to approved invoicing.

Guidelines for remuneration to senior management

The  AGM resolved to adopt  the proposed guidelines for remuneration to senior executives.

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

The AGM decided in accordance with the proposal, to authorize 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.

Nomination  Committee

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

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


Cognosec AB (publ): Notice of Annual General Meeting

Shareholders of Cognosec AB (publ), 556135-4811, are hereby summoned to Annual General Meeting on Wednesday, June 28, 2017 at 09:00, (CET), in Cognosec office, Birger Jarlsgatan 12, Stockholm. Registration will commence at 08:30 (CET).

NOTICE

Shareholders who wish to attend the AGM must:

–           Be registered in the Euroclear Sweden AB share register, no later than June 21, 2017 (the record date)

–           Latest by Monday June 26, 2017 at 16:00 give their notice of own attendance and of any appointed counsel, to the Company, either in writing to Cognosec AB, P.O. Box 3416, 103 90 Stockholm, Sweden; or by e-mail toolle.hillbom@cognosec.com , stating the full name, personal or corporate identity number, address, daytime phone number and, if applicable, information about appointed representative, proxy or assistant.

To facilitate registration at the AGM, notification should, where appropriate, be accompanied by a power of attorney, registration certificates and valid authorization 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.

Shareholders who have trustee-registered shares must, in order to be entitled to participate in the Annual General Meeting, request a temporary entry in the Company´s shareholders register maintained by Euroclear Sweden AB. Shareholders must inform their nominee of this, well before Wednesday June 21, 2017 when such entry latest must be executed.

PROPOSED AGENDA

1. Opening of the Meeting

2. Election of Chairman of the Meeting

3. Preparation and approval of voting list

4. Presentation and approval of the agenda

5. Election of two persons to approve the minutes

6. Determination of whether the Meeting has been duly convened

7. Statement by the President

8. Presentation of the annual report and the auditor’s report and consolidated financial statements and consolidated audit report

9. Resolutions on:

a. Adoption of the income statement and balance sheet and consolidated balance sheet;

b. Allocation of results according to the adopted balance sheet;

c. discharge of the directors and the CEO

10. Determination of the number of Directors and Deputy Directors

11. Determination of fees to Board members and auditors

12. Election of Board members and Chairman

13. Resolution on guidelines for remuneration to the executive management

14. Resolution on mandating the Board on decision of emission of new shares

15. Resolution regarding principles for appointing the Nomination Committee

16. Closing of the meeting

PROPOSED RESOLUTIONS OF THE ANNUAL GENERAL MEETING

Item 2: Election of Chairman of the Meeting

Company proposes Jur Kand Stefan Mårtensson as Chairman of the Annual General Meeting 2017

Item 10: Determination of number of Board members

The Company publishes its proposal for AGM decisions no later than on June 7, 2017.

Item 11: Establishment of fees to the Board and auditors

The Company publishes its proposal for AGM decisions no later than on June 7, 2017.

Item 12: Election of Directors and Chairman of the Board

The Company publishes its proposal for AGM decisions no later than on June 7, 2017.

Item 13: Resolution on principal guidelines for remuneration to Company management

The Company proposes to the AGM that resolves to approve the Company’s proposed guidelines for remuneration to senior executives in Cognosec (“the Group”) as follows. The Company’s proposal is broadly consistent with the guidelines of the Swedish Code on remuneration for senior executives. The Board elects among its directors, a remuneration subcommittee to prepare and to review, subsequent decisions regarding remuneration and terms of employment for company management, are all made by the full Board. The Company shall provide remuneration conditions of such level to allow the Company and its subsidiaries to recruit and retain skilled personnel. The Board shall be entitled to deviate from these established guidelines when called for by special reasons.

Item 14. Resolution on mandating the Board on decision of emission of new shares

The Board proposes that the AGM resolves to authorize the Board, during the period until the next AGM, at on one or more occasions, with or without deviation from the shareholders preferential rights, to resolve on issues of shares, convertibles and / or warrants. Payment shall be made in cash, by contribution in kind, set-off or otherwise be conditional. The Company’s share capital can thereby be increased by a maximum of SEK 125 000 to a maximum of 50 million new shares, which upon full subscription and full subscription in the current issue of the Company, resulting in a dilution of approx 20.2 percent of the Company’s share capital and total voting voice.

Item 15. Nomination Committee

The Board proposes that the AGM resolves the decision on principles for annual establishment of a Nomination Committee (NC) under a guideline, Appendix A. The NC shall consist of the Chairman and one representative for each of the four largest shareholders, as of 30 September 30th recorded in the Company´s public shareholders registers, whom make themselves available for this mission. The Nomination Committee shall perform tasks that from time to time are stipulated by the Swedish Code of Corporate Governance and shall remain in office until a new Nomination Committee is appointed. The Nomination committee shall be constituted during the month of October and its members be published in the Company´s interim report for the third quarter.

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 257,179,500 shares and 257,179,500 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 at Birger Jarlsgatan 12, SE-114 38 Stockholm and on the Company’s website, www.cognosec.se Date of effect Wednesday, June 7, 2017 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 2017

Board of Directors


WannaCry ransomware highlights need for resiliency, advises Cognosec

Cognosec AB (Nasdaq: COGS), an international leader in IT security, GRC and PCI services, has today announced its take on the recent ‘WannaCry’ ransomware attacks. The attacks, which spread like wildfire across the globe, encrypted computers running older or unpatched Windows systems and demanded $300 to $600 in Bitcoins.

Some of the code used to programme the worm had previously been utilised for malware distributed by the Lazarus Group – hackers that were also responsible for the 2014 Sony attack which was blamed on North Korea. The Windows vulnerability that had been identified was originally stolen from the NSA by a group of hackers called Shadow Brokers.

The attack uses a vulnerability known as EternalBlue, a weakness in the NetBIOS implementation. Microsoft has issued a patch which can be found here: https://blogs.technet.microsoft.com/msrc/2017/05/12/customer-guidance-for-wannacrypt-attacks/

In Britain, hospitals were locked out of their systems. In Germany, railway displays stopped working. Russia was badly affected and China, a booming marketplace for pirated software, was also badly affected. In Spain, the telecom provider Telefonica broke down.

A 20-year-old software engineer found the ‘kill switch’ for the software over the weekend. However, as the worm mutated, the switch didn’t stop its distribution for very long. As businesses opened after the weekend and computers were turned on, the worm began spreading further. So far, more than 230,000 computers in over 150 countries were taken out, and numbers are still rising.

This once again shows us how vulnerable our digital society is. It is another wakening call for enterprises to take security more serious. On the one hand, the vulnerability was known for several months and many failed to adequately assess the risk they were exposed to and failed to secure their systems. On the other hand, many organisations still operate equipment running on outdated unsupported operating systems. While it is understandable that critical infrastructure hardware is difficult and expensive to replace, modern antimalware systems could have stopped the worm from reaching them.

It remains to be seen how long it will take for the affected organisations to return to normal operations. Once again, we will see the importance of resiliency. It is not enough to detect and attempt to contain malware, we also need to focus on restoring our systems as soon as possible once the breach is contained. How well we do this remains to be seen over the next few weeks.

Media contacts:

For Cognosec AB:

Magnus Stuart, IR Officer
T: +46 706 211 350
Email: ir1@cognosec.com

UK Media:

Matthew Watkins / Astor Sonnen
Finn Partners
SecureTrading@FinnPartners.com
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Cognosec AB (publ) announces new date for Annual General Meeting 2017 and adapt financial reporting to IFRS.

Cognosec AB (publ) (“Cognosec” or “The Company”), Nasdaq: COGS a leading supplier of solutions within Cyber Security with operations in Europe, Africa and the Middle East, today announces a revision of previous published dates for the convening of Annual General Meeting. The Company has decided to adapt its financial reporting to IFRS accounting standards. Publishing of the Annual Report 2016 will be moved forward.   

The Annual General Meeting is rescheduled to be held on June 28th, 2017. The notice for the AGM will be published on May 30th, 2017 in accordance with the Company´s Articles of Association.

The Company´s Annual Report for 2016 will be published no later than June 7th, 2017.

The background is that the Company has decided that the Group’s accounting standards should be adapted to IFRS, which includes the Annual Report for 2016 and subsequent interim reports.

This message updates the information contained in the Company’s financial calendar for 2017.


Cognosec in partnership with CensorNet

Cognosec AB (publ) (“Cognosec” or “The Company”), Nasdaq: COGS, a leading supplier of solutions within cyber security with operations in Europe, Africa and the Middle East, has through its subsidiary Credence Security signed a partnership agreement with CensorNet, a UK-based company with business in advanced cloud security products across Middle East, Africa, India and Pakistan. The partnership is in line with Cognosec’s strategy to expand business areas to cover the sale and distribution of software technologies.

Dubai, United Arab Emirates – CensorNetthe complete cloud security company, today announces it has selected Credence Security, the region’s specialty distribution company, as its Value Added Distributor (VAD) for the Middle East, Africa, India and Pakistan regions.

Credence and CensorNet will work together to offer the cyber security company’s advanced cloud security products, including its Unified Security Solution (USS) to enterprises and resellers across the region. The deal further expands CensorNet’s global reach, and addresses the growing demand for Cloud security solutions in the Middle East and across Africa. The partnership provides Credence with access to a unique Cloud security solution that consolidates point solutions into one easy to manage platform.

Commenting on the partnership, Vivian Gevers, Credence Security Managing Director, said,

“CensorNet’s Unified Security Solution (USS) with its award winning Cloud application control makes it an ideal security solution and managed service for our value added channel partners. By partnering with CensorNet, we add a critical best-in-class security solution to our existing portfolio and as such are one step closer to delivering on our commitment of offering our partners and enterprises in the region a one-stop-shop for all their security needs.”

USS is a comprehensive cyber security service that combines modules for the security, monitoring and control of web, email and cloud application across an organizations’ network in one single dashboard, meaning that common policies can be easily applied and incidents tracked across different media. USS provides the security and control of an on-premise or end point component with the flexibility and mobility of a cloud service. It is the next generation in Email and Web security with Cloud Application Control giving enterprises the power to extend web access policies to Bring Your Own Device (BYOD) initiatives and to monitor and control Shadow IT.

Ed Macnair, CensorNet CEO, commented; “Credence Security has two decades of experience delivering IT security technologies to enterprise customers in the Middle East, Africa and the India subcontinent through its strong network of reseller partners and is therefore perfectly placed to promote our security solutions in the region. We are excited to have them join the CensorNet family.”

About CensorNet 

CensorNet, the complete cloud security company, helps organizations to effectively manage and control the use of cloud applications in their business. The Company provides a unified and multi-layered approach to securing the cloud via its purpose built, multi-functional cloud security platform that delivers integrated web security, email security, CASB and adaptive multi-factor authentication. This provides organizations with security-focused visibility and control over user access, data and assets to allow access while controlling outcomes and allows organizations to address the security, audit, compliance and productivity issues associated with the use of cloud applications and devices. CensorNet enables organizations to control Shadow IT, safely implement BYOD initiatives and protect from cyber threats. With more than 4000 customers and over 1.3 million users worldwide, the Company is headquartered in Basingstoke, UK and has further offices in Austin and San Francisco, US; Copenhagen, Denmark and Munich, Germany. For more information, visit www.censornet.com

About Credence Security

Established in 1999, Credence Security, previously ARM, the regions’ specialty distribution company, specializes in IT security, Forensics and Incident Response. Working closely with leading IT security vendors including AccessData, Fidelis CyberSecurity, Digital Guardian, RedSeal and Popcorn Training, we design and deliver intuitive and customized cyber security, governance, risk and compliance solutions that protect organizations against advanced persistent threats, malicious adversaries and internal malpractice.

A subsidiary of the Cognosec, Credence Security is headquartered in Dubai, UAE and serves enterprises across the Middle East, Africa and India through a network of over 70 resellers throughout the territory. For more information, visit www.credencesecurity.com