EUR 1000.00 For Business Accounts Only

Cyan – AGM 2 July 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the
German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical
presence of shareholders or their authorised proxies is not possible. The voting rights
may therefore be exercised solely by postal vote or by granting authority to the proxies
designated by the Company.
Cyan is a leading, globally active provider of IT security solutions and telecom services.
The main business areas of the Company are cybersecurity solutions for end customers
of mobile and fixed network internet service providers (MNO), virtual mobile network
operators (MVNO) as well as banks and insurance companies. Cyan's solutions are
integrated into the business partners' infrastructure and then offered to their end
customers ("B2B2C") under their name ("white-labeled"). The Company's IPO was
conducted on 28 March 2018 at an issue price of EUR 23.00.
Cyan AG is listed on the Open Market (Scale) segment of the Frankfurt Stock Exchange,
which is not an organised market within the meaning of the German Securities Trading
Act. Therefore, the Company is not a capital market-oriented company within the
meaning of this legal requirement and subject to reduced statutory obligations as well
as less strict admission criteria, follow-on obligations and transparency requirements.
Among others, Cyan AG is not subject to the obligation to issue an annual declaration
detailing the extent to which it follows the recommendations of the German Corporate
Governance Code (declaration of conformity). Overall transparency is thus significantly
below German market practice.
The Company has issued 9,774,538 shares that amount to a share capital of EUR
9,774,538. As of 31 December 2019, Gerd Alexander Schütz held 14.7%, Apeiron
Investment Group Ltd. held 13.3%, Tansanit Stiftung held 10.3% and members of the
Management Board held a total of 7.9% of the Company's shares.
In financial year 2019, Group revenues increased by 202.4% to EUR 26.8m, EBIT
increased from EUR -0.9m to EUR 5.5m and net income attributable to the shareholders
of Cyan AG increased from EUR -0.6m to EUR 4.5m.
Item 2: We criticise the limited information provided by the Company to its outside
shareholders. Although we take into account that the shares of Cyan are not listed on a
regulated market, we consider that a decent level of disclosure should be provided to
outside investors. In line with our guidelines we therefore recommend to oppose the
discharge of the Management Board.
Item 3: The remuneration system for the Management Board has not yet been put to
shareholder approval. Although we take into acount that the Company will legally not be
required to do so, we consider that shareholders should have the opportunity to vote on
the remuneration system for the Management Board at least once and in case of any
significant changes. In line with our guidelines we would in principle recommend
opposing the discharge of the Chairman of the Supervisory Board, Stefan Schütze.
However, as the discharge is proposed in a bundled resolution we recommend
shareholders to oppose the discharge of the Supervisory Board as a whole.
Item 5: We recommend to oppose the creation of a new Authorised Capital 2020 as the
total shares issued while disapplying preemptive rights under the proposed
authorisation may reach up to 50% of the share capital which significantly exceeds our
guidelines.