Resolutions from Annual General Meeting for Cognosec AB

The following resolutions were made at the AGM:

Adoption of the Financial Statements and the Annual Report for 2017

The Annual General Meeting of Cognosec AB (publ) resolved to adopt the submitted income statement and balance sheet, the consolidated income statement and the consolidated balance sheet for 2017.

The AGM also adopted proposed dispositions of the Company’s result as presented in the Company’s Annual Report for 2017. No dividend will be declared for 2017.

Discharge of Directors and CEO from liability for financial year of 2017.

The shareholders represented at the AGM, voted in unity to discharge all Directors and the Company’s CEO from liabilities for the financial year of 2017.

Election of a new Board of Directors, Auditors and decision on fees to Directors and Auditors

The AGM resolved to re-elect Directors; Lord David Blunkett, Patrick Boylan, Neira Jones, Kobus Paulsen, Lord Antony St John and to newly elect Daryn Stilwell to the Board. Kobus Paulsen was re-elected as Chairman and Patrick Boylan was elected deputy-Chairman.

Daniel Holden had previously announced that he would not be available for re-election due to an increased level of responsibility and commitments related to his other board positions.

Newly elected member of the Board, Daryn Stilwell, has held a number of leadership roles in technology-based companies over the years and more recently has supported the Company as Group General Counsel and board secretary. He is also a member of the Cognosec AB Executive Committee.

PricewaterhouseCoopers AB was re-elected as Auditors, with Martin Johansson as the responsible auditor until end of the Annual General Meeting 2019.
It was resolved that fees for the Board Members would be as follows:

  • 300,000 SEK, for ordinary board members;
  • 100,000 SEK for the Chairman; and
  • 200,000 SEK for the deputy Chairman.

The Auditors will be paid in accordance to approved invoicing.

Nomination Committee

The AGM resolved to adopt the proposed principals for formation of a Nomination Committee.

Authorisation of the Board of Directors to issue new shares, etc

The AGM decided in accordance with the proposal, to authorise the Directors of the Board 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.

Amendment to Articles of Association

The AGM approved the amendment of the articles of association by adopting the new company name “CYBER 1 AB”.

All resolutions from the Annual General Meeting are set out in the minutes from the meeting, which will be available for download at https://www.cognosec.se/agm

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
IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk

ABOUT COGNOSEC
Cognosec AB (Publ) is engaged in providing cyber resilience solutions and in the prevention of cyber-attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq: COGS) and OTC-Nasdaq Intl. Designation (CYBNY), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations’ protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR17.19m in 2017 and employed 173 personnel at the end of Q1 2018. For further information, please visit www.cognosec.se


Cognosec AB to Present at the 8th Annual LD Micro Invitational

Cognosec AB (Publ) (“Cognosec”, or the “Company”), (Nasdaq: COGS, OTCQX:CYBNY), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East has been invited to present at the 8th Annual LD Micro Invitational, which is being held on June 4-6, 2018 at the Luxe Sunset Boulevard Hotel in Los Angeles, California.

Cognosec is scheduled to present on Tuesday, June 5 at 3:30 p.m. Pacific time. The presentation will be webcast live and available for replay here. Management will also hold one-on-one meetings with investors and analysts at the conference.

For additional information or to schedule a one-on-one meeting with Cognosec management, please contact the company’s U.S IR team at COGS@liolios.com.

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:

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

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

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


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


Cognosec AB (publ) Appoints WH Ireland as Corporate Broker (Nasdaq: COGS; OTCQX-Nasdaq Intl. Designation: CYBNY)

Cognosec AB (publ) (“Cognosec” or “The Company”), a leading cyber resilience solution provider in Sweden, South Africa, UK, Kenya, Germany, Austria and the United Arab Emirates, is pleased to announce the appointment of WH Ireland Limited as broker in relation to UK Investors with immediate effect.

WH Ireland, a leading broker in the London market, will provide research coverage and corporate finance advice in key areas to support Cognosec’s stated M&A strategy.

Daniel Holden, CFO of Cognosec, commented:
“Cognosec is delighted to appoint WH Ireland Limited as the Company’s corporate broker and advisor. We look forward to working with them to provide better engagement with existing and new shareholders, and support our M&A agenda.”

Adam Pollock, Head of Corporate & Institutional Broking, commented:
“Cyber security is a continual and growing threat, and Cognosec addresses this market with a range of key products and services. We are delighted to support them on their journey.”

For further information please contact:

WH Ireland: Broker
Adam Pollock / Jessica Cave
T: +44 (0) 20 7220 1666

Mangold Fondkommission AB: Certified Adviser
T: +46 (0)8 5030 1550
E: info@mangold.se

IFC Advisory: Financial PR
Tim Metcalfe / Miles Nolan
T: +44 (0)20 3934 6632
E: cognosec@investor-focus.co.uk

ABOUT COGNOSEC

Cognosec AB (Publ) is engaged in providing cyber resilience solutions and conducts its operations through 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


Cognosec joins Nasdaq International Designation

  • Cognosec joins Nasdaq’s International Designation Program
  • Symbol CYBNY – OTC-Nasdaq Intl Designation
  • Provides access to Nasdaq’s Visibility Assets and Investor Relations Services

Cognosec AB (publ) (“Cognosec” or “The Company”), (Nasdaq: COGS), a leading supplier of cyber security solutions with operations in Europe, Africa and the Middle East, announces today that its application to join the Nasdaq International Designation program has been accepted (trading under the symbol CYBNY).

Following the press release issued on 6 February regarding our ADR acceptance by the SEC, Cognosec’s Level 1 ADR shares meet the program standards of the Nasdaq International Designation and can now state that it is a member of the Nasdaq International Designation program.

The symbol display is OTC – Nasdaq International Desgination:CYBNY

Cognosec AB now has access to Nasdaq’s Visibility Assets and Investor Relations Services associated with this designation.

The program is designed for companies who have registered their shares as a Level 1 ADR, to provide member companies with Nasdaq’s visibility offering which allows for greater access to US investors, with the scope for increasing liquidity. Examples of other companies who have followed Level 1 ADR programs include AXA, BMW and Banco Do Brasil amongst others.

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

IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk

This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 27th February, 2018, at 19:30 CET

ABOUT COGNOSEC

Cognosec AB (Publ) is engaged in providing cyber resilience solutions and in the prevention of cyber attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq:COGS) and as CYBNY on the OTC-Nasdaq Intl Designation under a Level 1 ADR program, Cognosec delivers services and bespoke technologies to enhance public and private sector organisations’ protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR14.64m in 2016 and employed 139 personnel at the end of Q4 2017. For further information, please visit www.cognosec.se


Cognosec AB (Publ): Level 1 ADR filing accepted by SEC

  • Cognosec AB Level 1 American Depositary Receipt (’ADR’) Registration Statement accepted by the United States Securities and Exchange Commission (’SEC’)
  • BNY Mellon acts as Depositary Bank
  • Ticker CYBNY
  • ADRs enable United States-based investors to own some of the world’s leading companies including non-US based stocks
  • Cognosec AB’s stock on Nasdaq First North available for trading to US-based investors

London, United Kingdom, February 6th, 2018 – Cognosec AB announced today that its Registration Statement has been accepted for a Level 1 ADR program.

The Registration Statement was filed on 26th January 2018 on Form F-6 under the Securities Act of 1933 for American Depositary shares with the SEC relating to the establishment of a Level 1 ADR issuance program.

The Bank of New York Mellon (’BNY Mellon’) acts as the Company`s depositary bank.

The Company’s ticker under the ADR program is CYBNY, CUSIP 19244V107. The ratio (DR:ORD) is 1:10. This program became effective today allowing United States-based investors to participate in Cognosec AB stock.

The popularity of sponsored Level 1 ADRs continues to grow and at the end of 2017, there were ADR programs for issuers from over 50 countries in operation. ADRs allow US-based investors to own foreign companies without the complexity of buying, holding and selling ordinary shares or other cross-border products.

ADRs require no additional disclosure obligations beyond those that are required in home markets and offer a much broader and more diversified investor access which may improve liquidity.
“The ADR program will offer enhanced visibility for Cognosec’s products and services in the US market and will also allow planned expansion into the region providing new US-based employees with the ability to invest more easily in the Group,” said Kobus Paulsen, Cognosec AB’s Chairman.

There are over 1,200 active institutional investors invested in Level 1 ADRs targeting GARP, Growth, Value, Deep Value and Aggressive growth investment styles.
The investor benefits from familiar trade and settlement procedures, portfolio diversification, the potential for inclusion of the ADRs within their Exchange Traded Fund portfolios and Separately Managed Accounts and the convenience of being quoted and having dividends paid directly in United States dollars.

BNY Mellon holds the market share of sponsored ADR programs. There are currently 680 Level 1 ADR programs including Axa, Bayer, Banco do Brasil, BMW and Burberry. ADRs, under Rule 12G3-2(B) are exempt from full SEC registration and reporting requirements under the Exchange Act of 1934. This exemption is available without any action by the company provided that Cognosec maintains a primary listing for its shares outside of the US.

These securities may now be sold and offers to buy may be accepted as the registration statement has become effective.

Certified Adviser: Mangold Fondkommission AB is the Company`s Certified Adviser.

E-mail: info@mangold.se
Telephone: +46 (0)8 5030 1550

FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe / Miles Nolan IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk
Telephone: +44 (0)203 934 6630
This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 6th February, 2018, at 16:30 CET.

ABOUT COGNOSEC:

Cognosec AB (publ) is engaged in providing cyber resilience solutions and in the prevention of cyber attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (COGS.ST), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations` protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR14.64m in 2016 and employed 139 personnel at the end of Q4 2017. For further information, please visit www.cognosec.se.


Cognosec AB (Publ): Cognosec AB files registration statement with SEC for a proposed Level 1 ADR Offering

Cognosec AB files registration statement with SEC for a proposed Level 1 ADR Offering

London, United Kingdom, January 29, 2018 – Cognosec AB announced today that it has filed a registration statement on Form F-6 with the U.S. Securities and Exchange Commission relating to the establishment of a Level 1 American Depositary Receipt (ADR) issuance program.

The Bank of New York Mellon has been appointed as the Company`s depositary bank for this program.

A registration statement relating to these American Depositary Receipts has been filed with the Securities and Exchange Commission but has not yet become effective.

These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Certified Adviser Mangold Fondkommission AB is the Company`s Certified Adviser.
E-mail: info@mangold.se
Telephone: +46 (0)8 5030 1550

FOR FURTHER INFORMATION, PLEASE CONTACT:
Tim Metcalfe / Miles Nolan IR-contacts, Cognosec AB
Email: cognosec@investor-focus.co.uk
Telephone: +44 (0) 203 934 6630

Certain statements contained in this press release which are not historical facts contain forward-looking information with respect to the Company`s plans, projections or future performance, the occurrence of which involves risk and uncertainties that could cause the company`s actual results or plans to differ materially from those expected by the company which include risk factors described in the Company`s filings with the Securities and Exchange Commission.
This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 29th January, 2018, at 14:45 CET.

ABOUT COGNOSEC:

Cognosec AB (publ) is engaged in providing cyber resilience solutions and in the prevention of cyber attacks. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (COGS.ST), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations` protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR14.64m in 2016 and employed 139 personnel at the end of Q4 2017. For further information, please visit www.cognosec.se.


SUPPORT SERVICES FOR INITIAL COIN OFFERINGS AND PROJECTS BASED ON DISTRIBUTED LEDGER TECHNOLOGY

London United Kingdom – 14 December 2017 – Cognosec AB (the “Company”) (NASDAQ First North: COGS), an international leader in Cybersecurity, GRC, SWIFT and PCI services is pleased to announce the launch of its service offering aiming to support Initial Coin Offerings (“ICOs”) and projects based on Distributed Ledger Technology (“DLT”).

After several months of infrastructural preparation, Cognosec now offers a suite of services around the blockchain and cryptocurrency space. These include the following:

  • Assurance services for blockchain-based projects;
  • ICO consultancy, including auditing of smart contracts, as well as utilising expert advice in relation to legal and regulatory obligations; and
  • Security around cryptocurrency storage and transfer for companies and cryptocurrency exchanges.

Blockchain as the most recognisable form of DLT is well on the way to real-world implementation, and Cognosec will be able to provide auditing and assurance services to companies in this space. One of the first large-scale applications of blockchain technology is likely to be in financial services, and here Cognosec will be able to draw on its wealth of experience in this sector, having dealt with entities ranging from Fintech start-ups to large multinational banks, to provide optimal assurance services.

In addition, with the market value of cryptocurrencies reaching in excess of US$400bn in 2017 from US$40bn at the beginning of the year (a 1000% increase), Cognosec wishes to utilise its existing technical expertise to provide security for investors and companies in this rapidly-growing space. The security of cryptocurrency exchanges and offline wallets has long been a concern for investors and companies, and this is another area in which Cognosec is well-positioned to provide assurance.

In the field of ICOs, the astronomic growth in the popularity of this new method of fund-raising has been accompanied by a great deal of uncertainty, both in the area of smart contracts and the secure auditing of these, in addition to the uncertain regulatory climate surrounding these vehicles.

Cognosec is able to offer smart contract auditing as part of an end-to-end service, taking a company considering an ICO from the inception stage to successful launch and post-completion.

 

Cognosec CTO, Oliver Eckel, commented:

“Although the growth in the blockchain, cryptocurrency and ICO spheres has been remarkable and looks set to increase with, among other things, the advent of Bitcoin Futures trading, as well as more and more large companies developing partnerships within the blockchain space (such as Microsoft and IBM), there remain a number of serious security issues.

For investors, the safety of cryptocurrency exchanges and wallets on which the keys to coins are stored, is a real concern. There have been many high-profile cases of hacking this past year. The same is true of ICOs, and in addition to this, any service based on a proprietary blockchain will need to be rigorously tested before going live.

With Cognosec’s extensive technical expertise and knowledge on blockchain technology, our experience of dealing with large multinational companies in areas as diverse as banking, technology, healthcare and government, and specifically on PCI DSS and Swift compliance, digital currencies and blockchain is an obvious space for us to enter: the demand is there, it is growing exponentially, and we have the means and capacity to satisfy it.

Following on from this demand, Cognosec is also fully aware of the expertise needed and so will be engaged in a number of research projects in 2018 undertaken with a leading university in Austria to ensure that Cognosec has access to and is able to offer opportunities of immediate employment to young people wanting to work in this new and exciting area following the completion of their studies.”

 

Cognosec Chairman, Kobus Paulsen, further commented:

“As a NASDAQ-listed multinational technology company, we have watched the tremendous growth in the blockchain sector over the past several years and this year in particular, and have taken steps to prepare accordingly.

We are an established, accredited cyber security company with an acute awareness of the legal and regulatory landscape surrounding blockchain and its application, and our qualification and expertise are multi-jurisdictional.

The growth that has occurred is remarkable, but with this increased growth will come a greater need for protection for companies as this space matures. Security, in relation to blockchain projects, ICOs and cryptocurrency wallets and exchanges will only become more important as more institutional investment enter this space.

Cognosec is uniquely positioned to guide our clients, whether they are small businesses or large multinationals, through the blockchain space as these technologies and products become a fact of everyday life.

Through our network of expertise and relationships throughout the technology and regulatory space, we are able to provide an end-to-end solution that is tailored to individual clients’ needs.”


COGNOSEC AB PLANS FOR ADR LISTING ON NASDAQ NEW YORK AND ASSOCIATED CAPITAL RAISE OF UP TO $25 MILLION

London United Kingdom – 1- December 2017 –Cognosec AB (the “Company”) (NASDAQ First North: COGS), an international leader in Cybersecurity, GRC and PCI services today announces its intention for a listing of its shares through the issue of American Depository Receipts (“ADR”) on the NASDAQ Exchange in New York.

The Company is exploring listing options including a sponsored ADR programme with a U.S. Depositary Investment Bank which would include plans for record keeping, the distribution of shareholder communications, payment of dividends and other associated services. The company believes that a listing in New York will improve analyst coverage and general liquidity of the Cognosec shares.

In addition to the benefit of exposure to a U.S. investor base, the Company also intends to raise new capital of up to $25 million through the ADR issuance process having already received underwriting proposals from interested parties.

Depending on the listing option selected and the level of ADR’s issued, the process may, following the appointment of appropriate advisers and taking into account any relevant U.S. Securities Exchange Commission (SEC) approvals, including those of the board of directors of the Company, take between 9 to 12 weeks to complete.

The Company will release further information as and when appropriate on the various steps to approval.

An ADR is a negotiable certificate issued by a U.S. Bank that represent the shares of a non-U.S. company, held by an American based depositary bank outside of the United States, allowing investors in the U.S. to invest in the company and thereby provide the foreign company with access to the U.S. capital markets.

ADRs are denominated in U.S. dollars, with the underlying security held by a U.S. financial institution overseas.

It remains the Company’s intention to continue with its listing on NASDAQ First North Stockholm alongside the planned New York ADR listing.

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
IR-contact, Cognosec AB
Email: cognosec@investor-focus.co.uk

This information is information that Cognosec AB is obliged to make public, pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 1 December at 09:00 CET.

ABOUT COGNOSEC

Cognosec AB (Publ) is engaged in providing cyber resilience solutions and in cyber-attack prevention. The business conducts international operations from offices in Sweden, South Africa, the UK, Kenya, Germany, Austria and the United Arab Emirates. Listed on Nasdaq First North (Nasdaq:COGS), Cognosec delivers services and bespoke technologies to enhance public and private sector organisations’ protections against unwanted intrusions and designs holistic, organisation-wide solutions to prevent diverse and increasing forms of information and identity theft. Cognosec had revenues of EUR14.64m in 2016 and employed 140 personnel at the end of Q3 2017. For further information, please visit www.cognosec.se


Cognosec AB Private Placement of Shares for €800,000 and a Grant of an Option to Subscribe for Shares

London United Kingdom – 06 October 2017 – Cognosec AB (the “Company”) (Nasdaq First North: COGS), an international leader in Cybersecurity, GRC and PCI services today announces a private placement of new shares (“New Shares”) through a directed new share issue to a qualified investor (the “Private Placement”).

The issue of the 1,860,465 New Shares at a share price of €0.43 results in the Company having 260,513,965 issued shares from 258,653,500 previously, a dilution of 0.71% and an increase in Share Capital of 4,651 SEK to a Share Capital at today’s date of 651,284.33 SEK.

The name of the investor is Mr. S van Ettekoven who has initially invested €800,000 for the 1,860,465 New Shares in the Private Placement.

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The price of €0.43 per share for the Private Placement has been agreed in arms-length negotiation with the investor, based on a 10-day average of the market share price at a 9% discount.

In addition, the Company has afforded the investor the opportunity for a further investment of €800,000 in the Company, with a grant of an option to subscribe for 1,777,778 newly issued shares at €0.45 per share, to be exercised by 30 November 2017 (the “Option”).

The Company intends to use the proceeds from the Private Placement and any additional funds from the investor through the exercise of the Option to strengthen the working capital position of the Company, as well as to finance the continued operations and further development of its cybersecurity service offerings.

The reason for deviating from the shareholders’ preferential rights by conducting a directed new share issue in the Private Placement is as a result of a number of factors including:

  • the view of the Board of Directors in relation to the constitution of shareholders that a non-directed new share issue would run the risk of not being fully subscribed;
  • the lower costs of the process (including underwriting) of the directed new issue;
  • the timing advantage of a directed new issue taking into account the current market fluctuations of the Company’s share price; and
  • the desire of the Board of Directors to bring a new influential shareholder into the Company.

For the reasons above including, the risk of non-fulfilment of the subscription, the lower costs of the procedure and the timing of the Private Placement collectively indicate that it is in the shareholders’ interest as well as that of the Company as a whole that the issue is made with deviation from the shareholders’ preferential rights.

The Private Placement and the grant of the Option are subject to, inter alia, a resolution by the Board of Directors of Cognosec and is in line with the authorisation to issue new shares given to the Board of Directors at the AGM on the 28 June 2017.