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Ciscom Corp
Symbol CISC
Shares Issued 51,563,831
Close 2024-02-14 C$ 0.205
Market Cap C$ 10,570,585
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Ciscom says AGM delay due to improper dissident proxies

2024-02-14 19:39 ET - News Release

Mr. Michel Pepin reports

CISCOM CORP. CLARIFIES PROCEDURES AND CONDUCT OF ITS ANNUAL SHAREHOLDERS' MEETING

Ciscom Corp. has clarified the procedure and conduct of its annual general and special meeting of shareholders, which was held on Feb. 8, 2024.

Dissident proxies not properly qualified

Further to the company's press release dated Feb. 13, 2024, a number of dissident shareholders wished to oppose current management and replace the current board of directors at the AGSM, but were ultimately unsuccessful. As a number of dissident proxies did not meet qualification criteria for the vote, Ciscom agreed to postpone the start of the meeting by several hours for legal counsel representing the concerned shareholders to qualify such dissident proxies. The dissident proxies from the concerned shareholders were all paper based and required review to ensure they would qualify. Several dissident proxies, representing 4.7 million shares, did not qualify as per regulations and protocols.

Ciscom management believes that allowing its shareholders to vote, whether for or against current management, is an important exercise of shareholder democracy. As such, Ciscom allowed the time and worked with dissidents' counsel to requalify the unqualified dissident proxies, which led to a two-hour delay. Dissidents' counsel was able to requalify dissident proxies representing 4.3 million of the 4.7 million shares.

It is important to note that, contrary to statements made by the dissidents' leadership, Ciscom went out of its way to allow the qualification of the dissidents' proxies and allow the shareholders to exercise their voting rights. Consequently, the meeting came to order at 11:15 a.m. The delay was caused by the dissidents' failure to deliver proper proxies and through no fault of Ciscom.

Lack of discussion

There was also a distinct lack of participation by the concerned shareholders in the question-and-answer period following the formal meeting. This Q&A was specifically set up by management for the shareholders to be able to voice their concerns, engage management and get clarifications on their queries, in an open forum, where all shareholders could listen and have their concerns addressed and explained. Despite this, only one question was asked at the Q&A session, and this question did not pertain to the business of Ciscom.

If there are concerned shareholders needing answers and wishing to discuss any topic, please contact Ciscom directly through Paul Gaynor (chair of the board) at pgaynor@ciscomcorp.com or Michel Pepin (president and chief financial officer) at mpepin@ciscomcorp.com. Mr. Gaynor and Mr. Pepin will answer all questions within the confines of the disclosure policies dictated to public companies.

Moving forward

The board remains focused on building the business based on sound business practices and on the 2023 growth momentum. Realizing its merger-and-acquisition mandate, the board is continuing the hunt for new acquisitions. While being very aware of shareholders' return on investment, Ciscom will close acquisitions that meet its criteria for business size and profitability. Ciscom wants to ensure that the company prospers and that shareholders' investments are rewarded.

The board will also be reaching out to shareholders to provide business updates and a forum for exchanges to ensure continued communication and keep shareholders up to date such that they do not feel there is any lack of transparency about the business.

About Ciscom Corp.

Ciscom is a Canadian company investing, acquiring and managing companies in the information and communications technology sector. Potential acquisition targets are entrepreneurs seeking equity or transition or not having a defined succession plan. Target companies are generally substantial small- and medium-size enterprises, and have a proven record/history of profitability.

With this approach, Ciscom enables owners/founders to crystallize their equity while remaining active in the business. Consequently, acquisitions are immediately accretive to shareholders' value.

We seek Safe Harbor.

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