Shareholder Circular and Notice of GM

21 February 2022 – London, UK - Crossword Cybersecurity Plc (AIM:CCS, “Crossword”, the “Company” or the “Group”), the technology commercialisation company focused on cyber security and risk, announces that it has today published a circular convening a general meeting to take place on 11 March 2022 (the "Circular").

On 21 December 2021, the Company announced the proposed acquisition of a cyber threat company, which would, when completed bring its portfolio to five cyber security offerings alongside its cyber security consulting business.

The Company is pleased to note that good progress is being made on completing the Acquisition, and the Company hopes to be in a position to announce the signing of a binding acquisition agreement in the coming weeks. The consideration includes both cash upfront and a deferred element which includes the issue of Ordinary Shares. However, at this time, the Company does not have sufficient authorities to issue the share element of the consideration

At the general meeting, a resolution will be proposed in connection with giving the Company the required authority to allot shares with a nominal value of £10,000 in order to enable the Company to issue the consideration shares and make possible the proposed acquisition.

Unless previously renewed, revoked, varied or extended this authority, were it to be approved by shareholders, will expire at the earlier of the date which is 12 months from the date of the passing of this resolution and the conclusion of the next annual general meeting of the Company save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted and the Directors may allot shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. Full details of the resolution are set out in the circular.

The Directors unanimously consider that the acquisition of the cyber threat company and the allotment and issue of these shares is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own shareholdings which represent 20 per cent. of the Company’s voting rights.

The general meeting will be held at the offices of Shakespeare Martineau LLP at 60 Gracechurch Street, London EC3V, United Kingdom at 3:00 p.m. on 11 March 2022. A copy of the Circular will be available on the Company’s website, https://www.crosswordcybersecurity.com/.


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The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain


Contacts

Crossword Cybersecurity plc – Tel: +44 (0) 333 090 2587

Email: info@crosswordcybersecurity.com

Tom Ilube, Chief Executive Officer

Mary Dowd, Chief Financial Officer


Grant Thornton (Nominated Adviser) – Tel: +44 (0) 20 7383 5100

Colin Aaronson / Daphne Zhang / Ciara Donnelly


Hybridan LLP (Broker) – Tel: +44 (0)203 764 2341

Claire Louise Noyce


For media enquiries contact:

Duncan Gurney, GingerPR

duncan@gingerpr.co.uk - Tel: +44 (0)1932 485 300


About Crossword Cybersecurity plc

Crossword Cybersecurity plc focuses on the development and commercialisation of university research-based cyber security and risk management related software and cyber security consulting. The Group’s specialist cyber security product development and software engineering teams work with its university partners to develop the research concept into a fully-fledged commercial product that it will then take to market. The Group’s aim is to build up a portfolio of revenue generating, intellectual property based, cyber security products. Rizikon Assurance, Crossword’s leading product, is a SaaS platform that enables medium to large companies to assess and manage all risks from their suppliers. Nixer CyberML, another Crossword product, is a new tool for businesses that want to solve advanced security and cybercrime problems, such as detecting and dealing with compromised accounts, fraud, and in-application denial of service attacks. Identiproof, Crossword’s most recent product, is the World Wide Web Consortium (W3C) verifiable credentials compatible middleware and wallet technology. Crossword’s team of expert cyber security consultants leverages years of experience in national security, defence and commercial cyber intelligence and operations to provide bespoke advice tailored to its clients’ business needs, including threat monitoring.