Corporate Governance

The Board of Directors of CYBER 1 (Cyber Security 1 AB) has been approved for listing of its shares on Nasdaq First North Stockholm under the ticker CYB1 and ISIN code SE0007604061. First day of trading on Nasdaq First North Stockholm was 22 September 2016. All shares in CYBER 1 are subject to trading.

The Company operates under Swedish law.

Following the Listing on Nasdaq First North, CYBER 1 will neither be required to comply with the corporate governance rules of the Swedish Companies Act (Sw. Aktiebolagslagen 2005:551) applicable to companies which securities are admitted to trading on a regulated market, nor the Swedish Corporate Governance Code. This is due to the fact that Nasdaq First North is not considered to be a regulated market. However, it is the Company’s ambition to conduct a review of its internal governance procedures in order to apply to the codes in the future.

Nasdaq First North is an alternative market, operated by the different exchanges within Nasdaq. It does not have the legal status as an EU-regulated market. Companies at Nasdaq First North are subject to the rules of Nasdaq First North and not the legal requirements for admission to trading on a regulated market.

The board of directors applies written rules of procedure, which are revised annually and adopted by the inaugural board meeting every year. Among other things, the rules of procedure govern the practice of the board of directors, functions and the division of work between the members of the board of directors and the CEO. At the inaugural board meeting, the board of directors also adopts instructions for the CEO, including instructions for financial reporting.

The board of directors meets according to an annual predetermined schedule. In addition to these meetings, additional board meetings can be convened to handle issues that cannot be postponed until the next ordinary board meeting. In addition to the board meetings, the Chairman of the board of directors and the CEO continuously discuss the management of the Company.

  1. Company
    The Company’s name is Cyber Security 1 (publ).
  2. Registered Office
    The registered office is located in the municipality of Stockholm, Sweden.
  3. Company Business
    The Company shall develop and sell solutions to increase security for uses of the internet (cybersecurity services), by selling products and services in this area, by itself and through associated companies, subsidiaries, agents and shall engage in strategic advisory services, govern investments in business and perform parent company business and related services.
    The share capital shall be not less than SEK 500 000 and SEK 1 000 000.
  5. Number of Shares
    The number of shares shall be not less than 225 000 000 and not more than 900 000 000.
  6. Classes of shares and voting rights
    Only one class of share may be issued and each share issued carries one vote.
  7. Board of Directors
    The Board of Directors shall consist of not less than three (3) and not more than seven (7) members, with a maximum number of six (6) deputies.
  8. Auditors
    The Company shall have one (1) or two (2) auditors with an equal number of deputy auditors.
  9. Financial Year
    The Company’s financial year shall be the calendar year.
  10. Notice of General Meeting
    Meeting Notice of a General Meeting shall be issued through an announcement in the Swedish Official Gazette (Post och Inrikes Tidning, PoIT) and through Dagens Industri.Notice of Annual General Meeting and Extraordinary General Meeting where amendments to the Articles of Association will be considered shall be issued not earlier than six and not later than four weeks before the day of the meeting. Notice of other Extraordinary General Meetings shall be issued no earlier than six and no later than two weeks before the meeting.
  11. Annual General Meeting
    At the Annual General Meeting the following matters shall be dealt with:
    Election of Chairman of the Meeting.
    2. Preparation and approval of voting list.
    3. Approval of the agenda.
    4. Election of one or two participants to verify the minutes.
    5. Determination of whether the General Meeting has been duly convened.
    6. Presentation of the Company ́s annual accounts and its auditors’ report and, where applicable, the consolidated accounts and consolidated audit report.
    7. Decisions
    a)Adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
    b)Appropriation of the profit or loss according to the adopted balance sheet;
    c)Discharge from liability for Directors of the Board and the CEO.
    8. Determination of number of Board Directors and deputy Board Directors and, where applicable, Auditors and deputy Auditors.
    9. Determination of remuneration to the Board and, where applicable, Auditors.
    10. Election of Board Directors and deputy Board Directors and, where applicable, Auditors and deputy Auditors.
    11. Other business due at the general meeting according to the Swedish Companies Act or the Articles of Association
  12. Shareholders entitled to attend the General Meeting
    Shareholders who wish to participate in the General Meeting must be recorded in the transcript of the share register five days before the meeting, and notify the company not later than 16:00 on the day specified in the notice. That day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday prior to the meeting.
  13. Record Day provisions
    The company’s shares shall be registered in a record day register of reconciliation pursuant to according to the Financial Instruments Account Act (1998: 1479)

These articles of association were adopted at the Annual General Meeting June 28, 2018

The Board of Directors shall consist of not less than three and not more than nine members, with at most six deputies.

The board of directors is the second-highest decision making body of the Company after the shareholders’ meeting and the highest executive body of the Company. According to the Swedish Companies Act, the board of directors is responsible for the organisation of the company and the management of the company’s affairs, which means that the board of directors is responsible for, among other things, setting targets and strategies, securing routines and systems for evaluation of set targets, continuously assessing the financial condition and profits as well as evaluating the operating management. The board of directors is also responsible for ensuring that annual reports and interim reports are prepared in a timely manner. Moreover, the board of directors appoints the CEO. Members of the board of directors are normally appointed by the annual shareholders’ meeting for the period until the end of the next annual shareholders’ meeting.

Kobus Paulsen

Born 1965.
Chairman of the board since 2015.

Other assignments: Principal owner, Chairman and CEO of UC Group Ltd.; founder of; and Chairman of SecureTrading.
Previous assignments (past five years): N.A.
Education: BSc in Electrical, Electronics and Communications Engineering, Tshwane University of Technology
Shareholdings: 200,391,533 shares

Independent of the Company and Group Management

Not independent of Principal shareholders

Daryn Stilwell

Born 1978
Ordinary Board member since 2018.

Other assignments: The Old Elthamians Rugby XV Limited, Wembley Stallions American Football Club Limited, Trustier Holdings Limited.
Previous assignments (past five years):N.A
Education: Bachelor of Commerce (Bcom) and Bachelor of Law (LLB), Stellenbosch University. Dual qualified lawyer:  Solicitor in the jurisdiction of England and Wales and an Attorney under the laws of South Africa.
Shareholdings: 501,000 shares.

Non independent Director

CYBER 1 have employed two Boards – Remuneration Committee chaired by Kobus Paulsen and an Auditing Committee chaired by Daryn Stilwell.

Remuneration Committee

Audit Committee

The general shareholders’ meetings are, in accordance with the Swedish Companies Act, the highest decision-making body of the Company and at the general meetings the shareholders exercise their voting rights on key issues, including inter alia decisions regarding adoption of income statements and balance sheets, allocation of the Company’s results, discharge from liability for the board of directors and the CEO, election of directors of the board and auditor and remuneration to the board of directors and auditor. In addition to the annual general meeting, extraordinary general shareholders’ meetings may be convened.

Notice of a General Meeting shall be given by announcement in the Swedish Official Gazette and Dagens Industri. Notice of an Annual General Meeting and Extraordinary General Meeting where an amendment to the Articles of Association is to be dealt with, shall be issued not earlier than six and no later than four weeks before the meeting. Notice of an Extraordinary General Meetings shall be issued no earlier than six and no later than two weeks before the meeting.

Nick Viney

Born 1974.
Chief Executive Officer since 2019.

Other recent assignments: Senior Advisor: myAccessHub, Board Advisor: Flender, Senior Advisor: Voxxify.

Previous assignments (past five years): McAfee, Regional Vice President – the UK, Ireland and South Africa; and EMEA Vice President – Consumer,Mobile and Small Medium Business

Education: MA, Modern History, MSc, Management Science, Both University of Oxford.

Shareholdings: 0

Vivian Gevers

Born 1982.
Chief Operating Officer since 2019

Other assignments: N.A.

Previous assignments (past five years): Managing Director, Credence Security Dubai

Other assingments: Vivian is currently not engaged in any other assignments

Education: BCom in Management, University of South Africa

Shareholdings: 5,155,031 shares.

MJ Strydon

Born 1980
Managing Director DRS: South and West Africa since 2017

Other assignments :N.A

Previous assignments : Financial Manager, DRS

Other assignments: MJ is currently not engaged in any other assignments

Education: Bachelor of Social Science, Rhodes University

Shareholdings: 132,250

Garreth Scott

Year Born : 1982
Managing Director Credence Security U.A.E since 2018

Other assignments: N.A

Previous assignments (past five years): Sales Director, Credence Security, International Channel Sales Manager AccessData.

Education: Kloof High School, KwaZulu-Natal

Shareholdings: 149,911

Job Oloo McAgeng’o

Year Born: 1975
Managing Director ProTec, East Africa since 2012

Other assignments: N/A

Previous assignments: Head of Technical, Professional Technologies Ltd

Shareholdings: 56,625

Education: Cherangani High School

Global Advisory Board

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.

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.

Chairman of the G.A.B, Joseph J. Grano Jr

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 most recent auditor election was at the annual general meeting 2018, when Öhrlings PricewaterhouseCoopers AB was re- elected as the Company’s auditor for the period until the end of the annual general meeting 2019.

Martin Johansson, Partner at Öhrlings PricewaterhouseCoopers AB, authorised public accountant, member of FAR, the Swedish Institute for Authorised and Approved Public Accountants, is the auditor-in-charge. Öhrlings PricewaterhouseCoopers AB has been the Company’s auditor since the annual general meeting on 31 May 2015. Öhrlings PricewaterhouseCoopers AB’s office address is Torsgatan 21 113 97 Stockholm, Sweden.