Investor Relations

CYBER 1 shares are listed on Nasdaq First North Growth Market Stockholm under the ticker CYB1 and ISIN code SE0007604061, and CYBER 1 ADRs are listed on the OTCQX under the symbol CYBNY.

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Ownership Structure

The table below sets out the current ownership structure of CYBER 1, as per March 31st 2020.

Rank Shareholders Shareholding Percent
1  UBS SWITZERLAND AG, W8IMY DEUTSCHE BANK AG, W8IMY 63,386,144 21.45%
2 DEUTSCHE BANK AG, W8IMY 61,347,856 20.76%
3 CREDIT SUISSE (SWITZERLAND) LTD 30,119,000 10.19%
4 PERSHING, LLC, W9 21,778,808 7.37%
5 SIX SIS AG, W8IMY 20,118,323 6.81%
6 MORGAN STANLEY & CO INTL PLC, W8IMY 14,029,426 4.75%
7 EUROCLEAR BANK S.A/N.V, W8-IMY 12,957,066 4.38%
8 CLEARSTREAM BANKING S.A, W8IMY 12,386,479 4.19%
9 BANK OF NEW YORK MELLON ADR DEPT 8,034,600 2.72%
10 THE BANK OF NEW YORK MELLON, CORPORATION W9 7,560,800 2.56%
OtherShareholders*
43,767,980
14.81%
TotalShareholders 295,486,482 100.00%
Management Shareholdings
Name Year of Birth Group Manager Since Position Shareholdings
Daryn Stilwell 1978 2020 Chief Executive Officer 501,000
Vivian Gevers 1982 2013 Chief Operating Officer 5,105,099
Andrew Sjoberg 1965 2016 Technical Director 3,102,936
Garreth Scott 1982 2018 Managing Director 149,911
Share Capital
Date of Decision Event Changes in shares Total number of shares Change in share capital Share Capital (SEK) Quota Value (SEK)
2015-01-01 Opening Balance 0,00

2,500

0.00

250,000.00

100.00

2015-05-19 Split 1 to 100,000

249,997,500

250,000,00 250,000,00

0.00100

2015-05-19 Offset Issue

363,000,000

612,000

362,000.00

612,000.00

0.00100

2015-05-19 Reverse Split 2 to 1

-306,000,000

306,000,000

612,000.00

0.00200

2015-05-19 Reverse Split 10 to 8 -61,2000,000

244,600,000

612,000.00

0.00250

2016-03-24 Offset Issue

2,800,000

247,600,00

7,000.00

619,000.00

0.00250

2016-07-07 New Share Issue

9,579,500

257,179,000

23,948.75

642,948.75

0.00250

2017-09-22 New Share Issue

550,000

257,729,500

1,375

644,323.75

0.00250

2017-09-25 New Share Issue

924,000

258,653,500

2,310

646,633.75

0.00250

2017-10-06 New Share Issue

1,860,465

260,513,965

4,651

651,284.33

0.00250

Board of Directors Shareholdings
Name Year of Birth Manager of the Board Position Independent of the Company and Group Management Independent of Principal Shareholders Shareholdings
Daryn Stilwell 1978 2018 Member No No 501,000
Robert Blase 1980 2020 Member Yes No
Antoine Karam 1959 2020 Member Yes Yes None
Corné Melissen  1963  2020  Member  Yes  No  None
Frank Kamsteeg 1963 2020 Member Yes No None

Dividend Policy

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

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

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

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

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

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

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

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

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

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

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

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

English

Q4 Report 2019 February 20, 2020
First Quarter 2020 April 27, 2020
Expected Publication of 2019 Annual Report* June 4, 2020
Annual General Meeting June 25, 2020
Half Year Report August 26, 2020
Nine Month Report October 30, 2020

Svenska

Fjärde kvartelet  2019 20 februari 2020
Första kvartalet 2020 27 april 2020
Årsstämma 25 juni 2020
Halvårsrapport 26 augusti 2020
Nio månadersrapport 30 oktober 2020
2019 Årlig rapport  4 June 2020

CYBER 1 Proxy Form

CYBER 1 AGM Postal Voting Form

The shareholders of Cyber Security 1 AB (publ), reg. no. 556135-4811 (the “Company”), are hereby convened to the annual general meeting on Tuesday, 30 June 2020. Due to the current circumstances the annual general meeting will be held by way of a postal voting procedure, meaning that no shareholders will be participating at the annual general meeting in person or by proxy. Instead, shareholders may participate at the annual general meeting by voting and asking questions in advance in accordance with the instructions below.

Shareholders who wish to participate at the annual general meeting shall i) on Wednesday, 24 June 2020, at the latest, be registered in the share register kept by Euroclear Sweden AB, and ii) submit the filled out postal voting form so that it is received on Monday, 29 June 2020 at the latest by way of mail to Roschier Advokatbyrå, Attention: Henrik Fritz, P.O. Box 7358, SE-103 90 Stockholm, Sweden or by e-mail to cyber1AGM2020@roschier.com. The exercising of voting rights in accordance with the postal voting procedure will be considered as a notice to attend the annual general meeting by the shareholder.

To be entitled to participate at the annual 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 Wednesday, 24 June 2020, when such registration shall have been executed.

Postal voting

Due to current circumstances the board of directors has decided to hold the annual general meeting only by way of postal voting procedure in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Shareholders may exercise their rights at the annual general meeting by way of advance postal voting on the items contained in the agenda and submit questions to the Company in connection with the annual general meeting. Shareholders who intend to participate at the annual general meeting (by way of postal voting or questions) must state their name, personal ID or corporate registration number, e-mail address and phone number as well as, where applicable, information about representatives in connection with the notice to attend. The postal voting form is available on the Company’s website www.cyber1.com.

For shareholders who wish to participate through an authorised representative, i.e. where the representative submits the postal vote or questions on behalf of the shareholder, a proxy form is available on the Company’s website. Shareholders who wish to participate through an authorised representative must submit the proxy form together with the postal voting form. If the shareholder is a legal person, a copy of the certificate of registration or corresponding document shall also be enclosed.

Use of personal data

In connection with the notice of attendance, the Company will process the shareholders’ personal data, which is requested above. The personal data gathered from the share register, notice of attendance at the annual general meeting and information about proxies will be used for registration, preparation of the voting register for the annual general meeting and, where applicable, the meeting minutes. The personal data will only be used for the annual general meeting.

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, auditors and alternate auditors.
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 rules of the nomination committee
12. Resolution on authorisation for the board of directors to issue shares, convertibles and warrants
13. Resolution on amendment to the articles of association
14. Closing of the meeting

Certain proposals which should be made by the nomination committee

Certain proposals at the annual general meeting shall be made by the nomination committee of the Company. In accordance with good market practice, since no nomination committee has been appointed, the proposals have instead been made by Marlo Finance B.V. as one of the largest shareholders in the Company.

Election of chairman of the meeting (item 1)

Marlo Finance B.V. proposes Henrik Fritz, Attorney, as the chairman of the general meeting. Richard Katzman was appointed secretary.

It was proposed that the chairman would keep the minutes.

Election of one or two persons to attest the minutes (item 4)

It was proposed that a representative from Marlo Finance B.V. be appointed to, alongside the chairman, attest the minutes.

Allocation of the Company’s result (item 7b)

The board of directors proposes 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, auditors and deputy auditors (item 8)

Marlo Finance B.V. proposes that the board of directors shall consist of six (6) directors without deputy directors and that the Company shall have one (1) auditor, without deputy auditors.Resolution to establish the remuneration for the board of directors and auditor (item 9).

Marlo Finance B.V. proposes that a board fee of SEK 350,000 shall be paid to the chairman of the board of directors and SEK 300,000 to each of the other directors.

Marlo Finance B.V. proposes that remuneration to the auditors is paid according to current approved account.

Appointment of the board of directors (item 10)

Marlo Finance B.V. proposes, for the period until the next annual general meeting has been held, re-election of Daryn Stilwell, Antoine Karam, Thomas Bennett, Corné Melissen, Frank Kamsteeg and Robert Blase as directors of the board.

Marlo Finance B.V. proposes election of Antoine Karam as chairman of the board of directors.

More information about the proposed directors of the board is available on the Company’s website, www.cyber1.com.

Marlo Finance B.V. proposes re-election of RSM Stockholm AB as auditor, who has informed that if the general meeting resolves in accordance with the proposal, Malin Lanneborn will be appointed to continue as auditor in charge.

Resolution on rules of the nomination committee (item 11)
Marlo Finance B.V. 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 banking day in September, 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 as the chairman of the nomination committee. Neither the chairman of the board of directors nor another director of the board shall serve as chairman of the nomination committee. The term of the nomination committee expires when a new nomination committee has been appointed.

If a shareholder, who is represented in the nomination committee, during the term of the nomination committee ceases to be one of the three largest shareholders, a representative appointed by that shareholder shall offer to vacate his or her office and the shareholder who has become one of the three largest shareholders shall be offered the opportunity to appoint a member of the nomination committee. Minor changes do not have to be considered. A shareholder who has appointed a representative in the nomination committee is entitled to remove such representative and appoint another representative. Changes in the nomination committee’s composition shall be published on the Company’s website as soon as the composition has changed.

It is proposed that the nomination committee’s tasks shall be to prepare and draw up proposals regarding appointment of chairman of the annual general meeting, chairman of the board of directors and other directors of the board, remuneration to the chairman of the board of directors and the other directors of the board, appointment of auditor, remuneration to the auditors and principles for the appointment of nomination committee. No remuneration shall be paid to the nomination committee.

The composition of the nomination committee shall be announced no later than six months before the annual general meeting. In connection therewith, information shall also be provided on how shareholders can submit proposals to the nomination committee.

Resolution to authorise the board of directors to issue shares, convertible instruments and warrants (item 12)

The board of directors proposes that the general meeting resolves to authorise the board of directors, until the next annual general meeting, with or without deviation from the shareholders’ preferential rights and with the right to pay also in kind, by way of set-off, or with other conditions, on one or several occasion, to issue shares, warrants and convertibles. The authorisation shall be limited to 150,000,000 shares, or warrants or convertibles that entitle to subscribe for or convert into a corresponding number of shares, however limited by the amount of shares allowed to be issued according to the Company’s articles of association.

A valid resolution by the general meeting requires that shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting vote in favour of the proposal.

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 in accordance with the following:

Wording prior to proposed change

§ 1.Company name
The company’s name is Cyber Security 1 AB (publ).

Wording after the proposed change

§ 1. Company name
The company’s name is Cyber Security 1 AB (publ).

Wording prior to proposed change

§ 4. Share Capital

The share capital shall not be less than SEK 500,000 and not more than SEK 2,000,000.

Wording after the proposed change

§ 4. Share Capital
The share capital shall not be less than EUR 80,000 and not more than EUR 320,000.

Wording prior to proposed change

§ 7. Classes of shares and voting rights
Only one class of shares may be issued and each share issued carries one vote.

Wording after the proposed change

Deleted.

Wording prior to proposed change

§ 9. Revisor / Auditor
The company shall have one (1) or two (2) auditors with an equal number of deputy auditors.

Wording after the proposed change

§ 8. Revisor / Auditor
The company shall have one (1) or two (2) auditors. The company may choose to appoint an equal number of deputy auditors.

Wording prior to proposed change

§ 11.
Meeting Notice of a General Meeting shall be issued through an announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar, PoIT) as well as on the company’s website www.cognosec.se. The company shall publish a notice that the notice to the general meeting has been announced in Dagens Industri.

Wording after the proposed change

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.

Wording prior to proposed change

§ 10. Meeting notice of a general meeting shall be issued through an announcement in the Swedish Official Gazette and on the company’s website. That notice of a general meeting has been published shall be announced in Dagens Industri.

Wording after the proposed change

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.

Wording prior to proposed change

§ 13. Aktieägares rätt att delta i bolagsstämma / 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 fall earlier than the fifth weekday prior to the meeting. § 12. Aktieägares rätt att delta i bolagsstämma / Shareholders entitled to attend the General Meeting

Wording after the proposed change

Shareholders who wish to participate in the general meeting must notify the company not later than the day specified in the notice. That day may not be a Sunday, other public holiday, Saturday, Midsummers Eve, Christmas Eve or New Year’s Eve and not fall earlier than the fifth weekday before the meeting.

The proposal in accordance with the above is submitted to ensure that the articles of association are in compliance with the rules set out in the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

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.

Number of shares and votes

There are in total 348,890,226 shares in the Company, representing 348,890,226 votes.

Documents

The annual report and the auditor’s report will be available with the Company (address as above) and on the Company’s webpage, www.cyber1.com, not less than three weeks before the general meeting. Complete proposals will in the same manner be held available two weeks before the general meeting. The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address.

Shareholders’ right to request information

Upon request by any shareholder and where the board believes that such may take place without significant harm to the company, the board shall provide information at the annual general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda. A request for such information shall be made in writing to Roschier Advokatbyrå, Attention: Henrik Fritz, P.O. Box 7358, SE-103 90 Stockholm, Sweden or, via e-mail to cyber1AGM2020@roschier.com, no later than on Monday, 22 June 2020. The information will be made available at the Company’s premises, on Thursday, 25 June 2020 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address, as well as will be available to the shareholders at the Company’s website www.cyber1.com.
* * * * * *
Stockholm in June 2020
Cyber Security 1 AB (publ)
The board of directors

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

CYBER 1 WH Ireland Research.

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

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

Management

Legal

Operational

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

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

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