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CY4GATE S.p.A. AGM Information 2024
6295_rns_2024-11-26_44a03b65-5703-4ec1-8ed2-04c8bd803d27.pdf
AGM Information
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Press Release
ORDINARY AND EXTRAORDINARY CY4GATE SHAREHOLDERS' MEETING
- Approved the authorization to purchase and dispose of treasury shares pursuant to articles 2357 et seq. of the Civil Code
- Approved amendments to Articles 12, 14, 15, 21, 24, 27 and 28 of the Articles of Association in order to incorporate provisions contained in the so-called "Capital Law"
Rome, November 26, 2024 - CY4GATE (CY4.MI), a national and European player in cyber security and cyber intelligence, announces that today the Ordinary and Extraordinary Shareholders' Meeting met in single call.
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ORDINARY SESSION
AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES
The Shareholders' Meeting approved the proposed authorization to purchase and dispose of treasury shares, in one or more instalments, up to a maximum number of the Company's ordinary shares that would lead the Company, if the purchase option is exercised in full, to purchase a number of shares not exceeding 450,000 ordinary shares, representing in total approximately 2% of the Company's share capital.
The objectives underlying the authorization lie in the desirability of providing the Company with an effective instrument that will enable it to:
- (i) use the treasury shares (including through exchange, swap, conferment, transfer, or any other act of disposal) in extraordinary transactions related to the implementation of potential industrial and financial projects or in the context of extraordinary financial operations, consistent with the strategic guidelines that the Company intends to pursue;
- (ii) fulfill the obligations arising from stock option programs or other share allocations to employees or members of the administrative or supervisory bodies of the Company or its subsidiaries or affiliates, within existing and any future stock-based incentive plans, in accordance with the remuneration policies adopted by the Company;
- (iii) enhance the value for the shareholders also by improving the Company's financial structure and through any subsequent cancellation of treasury shares without reducing the share capital, in compliance with the mandatory corporate requirements; and
- (iv) conduct operations supporting the liquidity of the Company's shares, thus promoting the regular course of trading and preventing price movements not aligned with market trends, as well as stabilizing trading and stock prices in response to temporary distortions caused by excessive volatility or low trading liquidity.
Authorization for the purchase of treasury shares is granted for a total term of 18 months from the date of authorization by the Shareholders' Meeting. The disposition of the treasury shares purchased pursuant to the resolution adopted by the Shareholders' Meeting may be made in one or more solutions in compliance with the
Press Release
legal and regulatory requirements and permitted practices pro tempore in force. In view of the need to ensure maximum flexibility for the Company from an operational standpoint, the disposition of treasury shares is granted without time limits.
Purchase transactions may be carried out, according to any of the methods provided for and permitted by current regulations, to be identified from time to time at the discretion of the Board of Directors, in compliance with Articles 2357 et seq. of the Civil Code, Article 132 of the TUF, Article 144-bis of the Issuers' Regulations and any other applicable rules, including the rules set forth in Regulation (EU) 596/2014 and Delegated Regulation (EU) 1052/2016, as well as the pro tempore accepted market practices in force (where applicable) and the regulations issued by Borsa Italiana S.p.A..
The unit price for the purchase of the shares will be established on a case-by-case basis for each individual transaction, having regard to the method chosen for carrying out the transaction and in compliance with the statutory and regulatory requirements, as well as with accepted market practices pro tempore in force, where applicable and, in any case at a price that does not deviate downward or upward by more than 10% from the reference price recorded by the stock on the stock exchange session on the day preceding each individual transaction, and in any case at a price that is not higher than the highest price between the price of the last independent transaction and the price of the highest current independent bid present on the trading venue where the purchase is made.
As of today, the Company holds a total of 450,000 treasury shares (equal to approximately 2% of the share capital).
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EXTRAORDINARY SESSION
AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN ORDER TO IMPLEMENT CERTAIN PROVISIONS CONTAINED IN THE SO-CALLED "CAPITAL LAW"
The Shareholders' Meeting approved proposals to amend to the Articles 12 (Convening and Location of the Shareholders' Meeting), Articles 14 (Shareholder Participation and Representation in the Shareholders' Meeting), Articles 15 (Chair and Secretary of the Shareholders' Meeting and Minute-taking), Articles 21 (Appointment and Replacement of the Administrative Body), Articles 24 (Resolutions of the Board of Directors), Art. 27 (Board of Statutory Auditors), Art. 28 (Convocation, Meetings and Resolutions of the Board of Auditors) of the Articles of Association, mainly concerning the procedures for intervention and representation at the Shareholders' Meeting, as well as the procedures for convening and functioning of board meetings and of the Board of Statutory Auditors, as more fully detailed in the Board of Directors' Report to the Shareholders' Meeting, in order to reflect in the bylaws certain provisions contained in Law No. 21 of March 5, 2024 (so-called "Capital Law").
For any further information, please refer to the explanatory report of the Board of Directors on the agenda of the ordinary and extraordinary Shareholders' Meeting, made available on the Company's website at https://www.cy4gate.com/company/governance/shareholders-meeting/year-2024/.
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Press Release
FILING OF DOCUMENTATION
The Minutes of the Meeting and the Summary Report of the votes will be made available to the public within the legal deadlines at the registered office, as well as by publication on the website www.cy4gate.com in the "Governance/Shareholders' Meeting/Year 2024" section on the Borsa Italiana website www.borsaitaliana.it and on the authorized storage mechanism .
This press release is available on the storage mechanism () and on the Company's website www.cy4gate.com
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About CY4Gate S.p.A.
The Company was founded in 2014 to meet an unconventional demand for cyber security. Listed on Euronext Growth Milan in June 2020, CY4Gate S.p.A. has also been listed on the Euronext Milan Star segment since June 2023. CY4Gate S.p.A. was conceived to design, develop and manufacture technologies and products, systems and services that meet the most stringent and modern "Cyber Intelligence & Cyber Security" requirements expressed by Law Enforcement Agencies, Armed Forces, Institutions and Companies, both at home and abroad. Representing a unique Italian industrial project, CY4Gate S.p.A. operates in all facets of the cyber market, with proprietary products that meet both information collection and analysis and security needs: QUIPO and AMICO in the world of Cyber Intelligence along with RTA, Diateam, CTI and Pronto Cyber in the world of Cyber Security
For more information:
Specialist Investor Relation CY4Gate S.p.A.
Equita SIM S.p.A. Marco Latini CFO e Investor Relations Manager [email protected]
Investor Relation
CDR Communication Silvia Di Rosa: +39 335 786 4209 [email protected] Luca Gentili: +39 348 292 0498 [email protected]
Marco Clerici +39 335 775 0702 [email protected]
Media Relation
CDR Communication
Angelo Brunello: +39 329 211 7752 [email protected] Marianna Tremolada: +39 348 242 3039 [email protected]