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NOTICE OF ANNUAL GENERAL MEETING

The shareholders of Cognosec AB (publ), reg. no. 556135-4811, (the “Company”), are hereby convened to the annual general meeting on Thursday 28 June 2018 at 13:00 (CET) at Advokatfirma DLA Piper Sweden KB’s office at Kungsgatan 9 in Stockholm, Sweden.

 

NOTICE

Shareholders who wish to attend the AGM must:

– Be registered in the Euroclear Sweden AB share register, no later than June 21, 2018

– Latest by June 21, 2018 at 16:00 give their notice of own attendance and of any appointed counsel, to the Company, by way of mail to Cognosec AB (publ), Attention: Daryn Stilwell, 19th Floor, 40 Bank Street, London, E145NR or by e-mail to daryn.stilwell@cognosec.com.

 

To facilitate registration at the AGM, notification should, where appropriate, be accompanied by a power of attorney, registration certificates and valid authorisation documents. Proxy forms will be available on the Company’s website www.cognosec.se and can be sent by mail to shareholders who so request. The power of attorney must be presented no later than the registration at the meeting.

 

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 Thursday 21 June 2018, when such registration shall have been executed.

 

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, auditor and alternate auditor.

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 nomination committee

12. Resolution on authorisation for the board of directors to issue shares, convertibles and warrants

13. Resolution to amend the articles of association

14. Closing of the meeting

 

Election of chairman of the meeting (item 1)

The nomination committee proposes advokat Anders Waltner 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 six directors without deputy directors and that the Company shall have one auditor, without 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 100,000 shall be paid to the chairman of the board of directors, SEK 200,000 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 auditors 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, Daniel Holden, Patrick Boylan, Lord David Blunkett, Neira Jones and Lord Anthony St John Bletso.

The nomination committee proposes re-election of Kobus Paulsen as chairman of the board of directors and that Patrick Boylan is elected as deputy chairman of the board of directors.

The nomination committee proposes re-election as auditor of Öhrlings PricewaterhouseCoopers AB, who has informed that if the general meeting resolves in accordance with the proposal, Martin Johanson will be appointed to continue as auditor in charge.

 

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 2018, 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 authorization shall be limited to 50,000,000 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 by adopting the new company name “Cyber1 AB”. In the event that this name cannot be registered with the Swedish Companies Registration Office (Sw. Bolagsverket), the following names shall be adopted in the following order, depending on if they can be registered with Bolagsverket, “Cyber One AB”, “Cyber Security 1 AB” and “Cyber Security One AB”

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.

 

STATEMENT ON THE TOTAL NUMBER OF SHARES AND VOTES IN COGNOSEC AB

As of the date of this notice, Cognosec AB has a total of
262,817,743 shares and 262,817,743 votes.

 

GENERAL

The accounts and auditor (items 8-9) and complete proposal for a decision (points 13-14) kept available at the Company’s office, C/O Secure Trading , 19th Floor, 40 Bank Street. and on the Company’s website, www.cognosec.se. Date of effect Wednesday, June 8, 2018 and sent to shareholders who so request and state their address. This notice is an adaptation to English from the Swedish original. The Swedish version remains legally binding to the Company.

 

Stockholm, May 2018

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:
European Investor Relations Contact:
Tim Metcalfe / Miles Nolan IR-contacts
Cognosec AB Email: cognosec@investor-focus.co.uk

U.S. Investor Relations Contact:
Matt Glover or Najim Mostamand, CFA
Liolios Group, Inc.
949-574-3860
COGS@liolios.com

 

ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and conducts its operations through physical presences in Sweden, South Africa, UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS.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. Cognosec AB had revenues of 17.2m EUR in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se