Ownership Structure

The table below sets out the current ownership structure of CYBER 1, as per December 31st 2019.

Rank	Shareholders	Shareholding	Percent
1	DEUTSCHE BANK AG, W8IMY	63,690,687	21.55%
2	UBS SWITZERLAND AG, W8IMY	63,490,200	21.49%
3	CREDIT SUISSE (SWITZERLAND) LTD	30,094,000	10.18%
4	CLEARSTREAM BANKING S.A, W8IMY	29,459,693	9.97%
5	PERSHING, LLC, W9	22,261,824	7.53%
6	SIX SIS AG, W8IMY	12,773,351	4.32%
7	MORGAN STANLEY & CO INTL PLC, W8IMY	11,318,197	3.83%
8	BANK OF NEW YORK MELLON, CORPORATION W9	8,580,120	2.90%
9	BANK OF NEW YORK MELLON ADR DEPT	8,034,600	2.72%
10	KAS BANK CLIENT ACC NON TREATY 30%	5,755,778	1.95%
	OtherShareholders*	40,028,032	13.55%
	TotalShareholders	295,486,482	100.00%

Management Shareholdings
Name	Year of Birth	Group Manager Since	Position	Shareholdings
Nick Viney	1974	2019	Chief Executive Officer	n/a
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
Kobus Paulsen	1965	2015	Chairman	Yes	No	200,391,533
Daryn Stilwell	1978	2018	Member	No	Yes	501,000
Lord Anthony St John	1957	2017	Member	Yes	Yes	None
Neira Jones	1964	2015	Member	Yes	Yes	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.

Notice of Extraordinary General Meeting In Cyber Security 1 AB (PUBL)

10^th January 2020

The shareholders of Cyber Security 1 AB (publ), reg. no. 556135-4811, (the “Company”), are hereby convened to an extraordinary general meeting on the 28^th January 2020 at 13:00 (CEST) at the offices of Roschier Advokatbyrå, Brunkebergstorg 2 in Stockholm, Sweden.

The right to participate at the extraordinary general meeting etc.

Shareholders who wish to participate at the extraordinary general meeting shall on the 22^nd January 2020:

1. be registered in the share register kept by Euroclear Sweden AB; and

 

2. have notified the Company of their intention to participate at the extraordinary general meeting by way of mail to Cyber Security 1 AB (publ), Attention: Daryn Stilwell, 18^th Floor, 40 Bank Street, London, E14 5NR or by e-mail to daryn.stilwell@cyber1.com.

The notification shall set out name/company name, personal ID number/registration number, number of shares held, address and daytime telephone and if relevant, name of representative.

The personal data obtained from the share register maintained by Euroclear Sweden, the notification of participation at the extraordinary general meeting and the information regarding proxies and assistants will be used for registration, preparation of the voting register for the annual general meeting and, where applicable, minutes from the extraordinary general meeting. The personal data will only be used for the extraordinary general meeting.

Nominee registered shares

To be entitled to participate at the extraordinary 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 22^nd January 2020, when such registration shall have been executed.

Representative

Shareholders who are represented by proxy should submit a power of attorney concurrently with the notice of participation. The power of attorney shall be in writing, dated and signed. The original power of attorney shall be brought to the extraordinary general meeting. A power of attorney form is available on the Company’s website www.cyber1.com (available by clicking here or at the bottom of this message)and is sent free of charge to those shareholders who so request and state their postal address or e-mail address. Representatives of legal entities shall also enclose a copy of the registration certificate or equivalent document which indicates the persons authorised to represent the legal entity.

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. Resolution on the number of directors and deputy directors
7. Election of the board of directors and chairman of the board of directors
8. Closing of the meeting

Election of chairman of the meeting (item 1)

The nomination committee proposes lawyer Ola Åhman as the chairman of the extraordinary general meeting.

Resolution on the number of directors and deputy directors (item 6)

The nomination committee proposes that the board of directors shall consist of six directors without deputy directors.

Appointment of the board of directors (item 7)

The nomination committee propose, for the period until the next annual general meeting has been held, re-election of Daryn Stilwell and new election of Charles Clark, Antoine Karam, Frank Kamsteeg, Corné Melissen, and Thomas Bennett.

The nomination committee proposes the election of Charles Clark as chairman of the board of directors.

Documents

Complete proposals are available at the Company´s offices (address as above) and its webpage, www.cyber1.com. 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

Shareholders are reminded of their right pursuant to chapter 7, section 32 of the Swedish Companies Act to request that the board of directors and managing director provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda or any circumstances which may affect the assessment of the Company’s or a group company’s financial position. The obligation to provide information also applies to the Company’s relationship to other group companies.

Processing of personal data

For information on how your personal information is processed, please see https://www.euroclear.com/dam/ESw/Legal/Integritypolicy-company-english.pdf.

 

 

 

* * * * * *

London on 10^th January 2020
Cyber Security 1 AB (publ)
The 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:

Tim Metcalfe, IFC Advisory,

Investor Relations contact, CYBER1

Email: cyber1@investor-focus.co.uk

 

Matt Glover: U.S Investor Relations contact, CYBER1
Email: cyber1@gatewayir.com
US-Investor Relations contact, CYBER1
E-mail: cyber1@liolios.com

ABOUT CYBER1

CYBER1 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 Growth Market (Nasdaq: CYB1.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 43.95m EUR in 2018. For further information, please visit www.cyber1.com/investors.

For further information, please visit: https://cyber1.com

For all company filings and reports, please visit: https://cyber1.com/cyber1-investor-information/

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.

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.