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 the July 4, 2019 at 13:00 (CEST) at the offices of Roschier Advokatbyrå, Brunkebergstorg 2 in Stockholm, Sweden.
The right to participate at the general meeting etc.
Shareholders who wish to participate at the general meeting shall on June 28, 2019:
- be registered in the share register kept by Euroclear Sweden AB; and
- have notified the Company of their intention to participate at the general meeting by way of mail to Cyber Security 1 AB (publ), Attention: Daryn Stilwell, 18th 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.
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 June 28, 2019, 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 general meeting. A power of attorney form is available on the Company's website www.cyber1.com 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
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Decision whether the meeting has been duly convened
- Presentation of the annual report and the auditor's report and the consolidated accounts and the auditor’s report for the group
- Resolution on
- adopting the profit and loss statement and the balance sheet and consolidated profit and loss statement and balance sheet,
- allocation of the Company's profit or loss according to the adopted balance sheet, and
- discharge from liability for the directors of the board and the managing director
- Resolution on the number of directors, deputy directors, auditor and deputy auditor
- Resolution to establish the remuneration for the board of directors and auditor
- Election of the board of directors, chairman of the board of directors and auditor
- Resolution on nomination committee
- Resolution on authorisation for the board of directors to issue shares, convertibles and warrants
- Closing of the meeting
Election of chairman of the meeting (item 1)
The nomination committee proposes lawyer Ola Åhman 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 five directors without deputy directors and that the Company shall have one auditor, without a 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 350,000 shall be paid to the chairman of the board of directors, SEK 250,000 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 auditor 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, Daryn Stilwell, Neira Jones and Lord Anthony St John Bletso, and new election of Frank Kamsteeg. Patrick Boylan has decided not to stand for re-election.
The nomination committee proposes re-election of Kobus Paulsen as chairman of the board of directors.
The nomination committee will submit a proposal for the election of auditor before the general meeting.
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 2019, 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 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.
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.se, 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
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.
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Stockholm in June 2019
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 / Miles Nolan, IFC Advisory,
Investor Relations contact, CYBER1
Email: cyber1@investor-focus.co.uk
Matt Glover or Najim Mostamand, CFA, Liolios Group,
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 (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 44.54m EUR in 2018 and employed 239 personnel at the end of Q4 2018. For further information, please visit www.cyber1.com/investors
For further information, please visit: https://cyber1.com
Source(s) : Cyber Security 1 AB
