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CY4GATE S.p.A. — AGM Information 2024
Oct 25, 2024
6295_rns_2024-10-25_65736535-5f67-4599-b849-c042f7844a75.pdf
AGM Information
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CY4GATE S.p.A.
Via Coponia 8 – 00131 Rome Subscribed and paid-up share capital: 1,441,499.94 Tax Code / VAT number: 13129151000
NOTICE OF CONVOCATION OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
The Shareholders' Meeting of CY4Gate S.p.A. (the "Company") is convened in ordinary and extraordinary session on November 26, 2024, at 16:00 in a single call, exclusively through telecommunication means, as specified below, to discuss and resolve on the following:
Agenda
In Ordinary Session
- Authorisation to purchase and dispose of treasury shares pursuant to Articles 2357 et seq. of the Italian Civil Code; related resolutions.
In Extraordinary Session
- Proposed amendments to Articles 12, 14, 15, 21, 24, 27 and 28 of the Articles of Association; related resolutions.
***
The Company has decided to avail itself of the faculty originally provided for in Article 106, paragraph 4, of the Law Decree No. 18 of March 17, 2020, as subsequently extended, most recently by Law No. 21 of March 5, 2024, providing that shareholders may attend the Meeting exclusively through the Company's designated representative, identified as Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni 19 (the "Designated Representative"), pursuant to Article 135-undecies of the TUF. By way of derogation from Article 135-undecies, paragraph 4, TUF, ordinary proxies and/or sub-proxies may be granted to the Designated Representative pursuant to Article 135-novies of the TUF, in order to enable the broadest possible use of this remote voting tool by all shareholders.
SHARE CAPITAL AND VOTING RIGHTS
The share capital amounts to €1,441,499.94, divided into 23,571,428 ordinary shares without par value; each share entitles its holder to one vote at the Company's ordinary and extraordinary shareholders' meetings. As of the date of this Notice, the Company holds 450,000 treasury shares, for which voting rights are suspended by law. However, the treasury shares are included in the calculation of the majorities and quotas required for the establishment and resolutions of the Meeting. The composition of the share capital is available on the Company's website at http://www.cy4gate.com/, section "Investor Relations – Shareholding and Share Capital."

ENTITLEMENT TO ATTEND AND VOTE
Pursuant to Article 83-sexies of the TUF, the right to attend the Shareholders' Meeting and exercise the relevant voting right is confirmed by a communication to the Company from the authorized intermediary on behalf of the person entitled to vote (the "Communication"), based on the records in its accounting books at the end of the 7th (seventh) open market day preceding the date of the Shareholders' Meeting (i.e., November 15, 2024 – the so-called record date). Credit and debit entries made to the accounts after this deadline will not be relevant for the entitlement to exercise the right to vote at the Shareholders' Meeting, and therefore, those who become holders of the shares only after such deadline will not be entitled to attend and vote at the Shareholders' Meeting.
The Communication must be received by the Company no later than the end of the 3rd (third) open market day preceding the date of the Shareholders' Meeting (i.e., no later than November 21, 2024). However, the right to attend and vote at the Shareholders' Meeting remains valid if the Communication is received by the Company after this deadline, provided that it is received before the start of the Shareholders' Meeting. Please note that the Communication to the Company is made by the intermediary upon the request of the person entitled to vote. Holders of voting rights are required to instruct the intermediary that maintains their accounts to carry out the aforementioned Communication to the Company, failing which they will be barred from participating. Any requests for advance notice from the intermediary or relevant costs for its compliance are not attributable to the Company.
PARTICIPATION IN THE SHAREHOLDERS' MEETING AND GRANTING OF PROXY TO THE DESIGNATED REPRESENTATIVE
Granting of proxies to the Designated Representative pursuant to Article 135-undecies of the TUF
Pursuant to Article 106 of the Decree, as most recently extended, participation in the Shareholders' Meeting by those entitled to vote is permitted exclusively through the Designated Representative, whom the Company has appointed to represent shareholders pursuant to Article 135-undecies of the TUF.
Shareholders seeking to attend the Shareholders' Meeting must, therefore, grant the Designated Representative a proxy – with voting instructions – on all or some of the proposals on the agenda, using the relevant proxy form prepared by the Designated Representative in agreement with the Company, available on the Company's website www.cy4gate.com, in the "Governance – Shareholders' Meetings – year 2024" section.
The proxy form with voting instructions must be sent following the instructions on the form and on the Company's website by the end of the 2nd (second) open market day preceding the Shareholders' Meeting, i.e., by November 22, 2024, and within the same deadline, the proxy may be revoked. Proxies thus granted will only be effective for proposals on which voting instructions have been given.
Granting of ordinary proxies or sub-proxies to the Designated Representative pursuant to Article 135-novies of the TUF
Ordinary proxies or sub-proxies may also be granted to the aforementioned Designated Representative pursuant to Article 135-novies of the TUF, by way of derogation from Article 135 undecies, paragraph 4, of the TUF, to enable the broadest possible use of this remote voting tool for all shareholders.

Those not availing of the proxy option under Article 135-undecies of the TUF may alternatively grant ordinary proxies or sub-proxies under Article 135-novies of the TUF, with written voting instructions, using the appropriate proxy/sub-proxy form, which must be received by the Designated Representative in the same manner indicated in the previous section, as per the instructions on the form, by 12:00 p.m. on November 25, 2024 – without prejudice to the fact that the Designated Representative may accept proxies and/or instructions even after this deadline and before the start of the Meeting – and proxies granted in this way may be revoked within the same deadline and in the same manner as their granting. Proxies thus granted will only be effective for proposals on which voting instructions have been given.
Designated Representative will be available for clarifications or information at +39/0645417429, from 10:00 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:00 p.m., Monday to Friday - excluding public holidays - or via email at [email protected].
Electronic or by correspondence voting is not envisaged.
ATTENDANCE OF THE CORPORATE BODIES' MEMBERS, THE SECRETARY, AND THE DESIGNATED REPRESENTATIVE
The attendance of the Meeting by the entitled persons (the members of the corporate bodies, the appointed secretary, and the Designated Representative, as well as other persons entitled by law other than those entitled to vote) may only occur through video/telecommunication means ensuring their identification. The instructions for participating in the Shareholders' Meeting by telecommunication means will be made available by the Company to the abovementioned persons.
RIGHT TO SUBMIT QUESTIONS BEFORE THE MEETING
Pursuant to Article 127-ter of the TUF, shareholders may submit questions on the items on the agenda before the Shareholders' Meeting, no later than the end of the 7th (seventh) open market day preceding the date set for the Shareholders' Meeting (i.e., by November 15, 2024), by sending them to the Company via certified email at [email protected].
Shareholders who intend to exercise the above right must provide, as per the abovementioned procedure, information allowing for their identification by submitting a specific communication issued by the intermediaries with whom their shares are deposited.
The right to vote may also be certified after the submission of the questions, provided it is made within the third day following the date indicated in Article 83-sexies, paragraph 2, of the TUF (record date), i.e., by November 20, 2024. Such certification is not necessary if the Company has already received the communication from the intermediary required for participation and voting at the Shareholders' Meeting.
The Company will reply to questions submitted in the manner and within the deadline specified above, after verifying their relevance to the items on the agenda of the Shareholders' Meeting and the legitimacy of the persons submitting the question. The responses will be published before the Shareholders' Meeting, by November 22, 2024, on the Company's website, in the section "Governance – Shareholders' Meetings – year 2024," to enable those entitled to vote to take informed decisions on the items on the agenda. The Company will not reply to questions received after the specified deadline. For questions having the same content, the Company may provide a single response.

RIGHT TO ADD ITEMS TO THE AGENDA AND TO SUBMIT NEW PROPOSALS OF RESOLUTION
Pursuant to Article 126-bis of the TUF, Shareholders who, either individually or jointly, represent at least one-fortieth of the share capital may request, within 10 days from the publication of this notice (i.e., by November 4, 2024), an integration to the list of matters to be discussed, indicating in their request the additional topics they are proposing, or they may submit proposals for resolutions on items already on the agenda.
Any such requests must be submitted, within the aforementioned deadline, to the Company's registered office (Rome, via Coponia no. 8) or to the certified email address [email protected], and must be accompanied by a report on the matters proposed for discussion or on the reasons for the additional resolution proposals submitted.
The right to exercise such right is certified by a communication to the Company from the qualified intermediary attesting the ownership of the shares by the requesting Shareholders, valid as of the date of the request. At the same time as the publication of the notice of integration or the presentation of new proposals of resolution, the report prepared by the requesting Shareholders, together with any assessments by the administrative body, will be made available to the public in the same manner as provided for the documentation related to the Shareholders' meeting. Any additions to the list of matters to be discussed by the Shareholders' meeting as a result of such requests or the presentation of additional proposals resolution on items already on the agenda will be announced in the same manner as prescribed for the publication of the notice of call, at least 15 days before the date set for the Shareholders' meeting, i.e., by November 11, 2024.
The integration is not allowed for topics on which the Shareholders' meeting resolves, by law, on the proposal of the Directors or based on a project or a report prepared by them other than those referred to in Article 125-ter, paragraph 1, of the TUF. FACULTY TO INDIVIDUALLY SUBMIT PROPOSALS OF RESOLUTION
In addition to the above, considering that participation in the Shareholders' Meeting is allowed exclusively through the Designated Representative, the individuals entitled to attend the Shareholders' Meeting who intend to submit proposals of resolution on the items on the agenda are invited to submit them in advance, by November 11, 2024, following the procedures indicated in paragraph above. These proposals will be made available to the public simultaneously with the publication of the notice of their submission, in order to allow those entitled to exercise their right to vote in an informed manner, also taking these new proposals into account, and to allow the Designated Representative to collect voting instructions, if any, on them. The persons submitting the request must provide suitable documentation proving their entitlement to attend the Shareholders' Meeting and the granting of a proxy to the Designated Representative for participation in the Shareholders' Meeting.
DOCUMENTATION
The documentation relating to the items on the agenda of the Shareholders' Meeting, including the explanatory report containing the proposed resolutions on such matters, will be made available at the Company's registered office, on the Company's website www.cy4gate.com, under the section "Governance – Shareholders' Meetings – year 2024" as well as on the storage mechanism (). Those entitled to vote are entitled to obtain a copy thereof. This notice is published

in an excerpt, pursuant to Article 125-bis of the TUF, in the newspaper "Il Sole 24 Ore" on October 25, 2024.
Rome, October 25, 2024
The Chair of the Board of Directors Domitilla Benigni
CY4GATE S.p.A. – Part of ELT Group Registered Office Via Coponia 8 – 00131 Rome Share Capital 1.441.499,94 euro Rome Business Register, Tax Code, VAT no. 13129151000 REA RM-1426295 www.cy4gate.com – www.elettronicagroup.com