Notice To Annual General Meeting In Cyber Security 1 Ab (Publ)

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: