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CY4GATE S.p.A.

AGM Information Mar 28, 2025

6295_rns_2025-03-28_1c999a22-b008-4ab3-83d3-64b3a2627a40.pdf

AGM Information

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NOTICE OF CALL

The Shareholders' Meeting of CY4Gate S.p.A. (the "Company") is convened on 28 April 2025 at 4:30 p.m. in a single call, exclusively by telecommunication means, as specified below, to discuss and resolve on the following

AGENDA

  1. Approval of the Financial Statements as at 31 December 2024 and presentation of the Consolidated Financial Statements as at 31 December 2024, including the Consolidated Sustainability Report for the year 2024 pursuant to Legislative Decree No. 125/2024. Allocation of the result for the year. Related and consequent resolutions.

1.1 Approval of the financial statements as at 31 December 2024. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors; related and consequent resolutions;

1.2 Allocation of the result for the year; related and consequent resolutions;

  1. Resolutions concerning the report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree 58/98 ("TUF") and Article 84-quater of the Consob Regulation adopted by resolution No. 11971/1999 ("Issuers' Regulation").

2.1 Binding vote on the remuneration policy for the financial year 2025 illustrated in the first section of the report; related and consequent resolutions;

2.2 Consultation on the second section of the report concerning the remuneration paid in or relating to the financial year 2024; related and consequent resolutions.

***

PARTICIPATION IN THE SHAREHOLDERS' MEETING THROUGH THE DESIGNATED REPRESENTATIVE

The Company, pursuant to Article 14, paragraph 4, of the Bylaws and in compliance with the provisions of law and regulations in force, has decided to avail itself of the faculty to provide that the participation in the Shareholders' Meeting of those with voting rights takes place exclusively through the designated representative pursuant to Article 135-undecies.1 of Legislative Decree No. 58/1998 ("TUF"), identified by the Company in Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni 19 (the "Designated Representative"), in accordance with the procedures indicated below.

SHARE CAPITAL AND VOTING RIGHTS

The Company's share capital amounts to Euro 1,441,499.94, divided into 23,571,428 ordinary shares with no indication of par value; each share entitles the 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, pursuant to law, voting rights are suspended. However, treasury shares are counted for the purpose of calculating majorities and quotas required for the constitution and passing of resolutions at Shareholders' Meetings. The composition of the share capital is available on the Company's website http://www.cy4gate.com , section "Investor Relations - Shareholders and Share Capital".

LEGITIMATION TO PARTICIPATE AND VOTE

Pursuant to Article 83-sexies of TUF, the legitimacy of participation in the Shareholders' Meeting and the exercise of voting rights - which may occur exclusively through the Designated Representative - is certified by a communication to the Company made by the authorised intermediary in favour of the person entitled to vote (the "Communication"), on the basis of the evidence resulting from its accounting records relating to the end of the 7th (seventh) trading day prior to the date of the Shareholders' Meeting (i.e. 15 April 2025 - the so-called 'record date'). so-called record date). Credit and debit entries made on the accounts after the aforementioned deadline are not relevant for the purpose of legitimising the exercise of the right to vote at the Shareholders' Meeting, and therefore those who will be the owners of the shares only after the aforementioned deadline will not be legitimated to attend and vote at the Shareholders' Meeting.

The Communication must reach the Company by the end of the 3rd (third) trading day preceding the date of the Shareholders' Meeting (i.e. by 23 April 2025). However, the legitimacy to attend and exercise the right to vote at the Shareholders' Meeting remains unaffected if the Communication is received by the Company after this deadline, provided that it is received before the beginning of the Shareholders' Meeting.

It is recalled that the communication to the Company is made by the intermediary at the request of the person entitled to vote. Holders of voting rights are requested to give instructions to the intermediary that holds the relevant accounts, so that the aforementioned Communication to the Company may be made, under penalty of forfeiting their participation. Any requests for prior notice by the intermediary or financial charges for the fulfilment of the latter's obligations are not attributable to the Company.

SHAREHOLDERS' PARTICIPATION IN THE SHAREHOLDERS' MEETING

Granting the Appointed Representative proxies pursuant to Article 135-undecies of TUF as well as ordinary proxies or sub-delegations pursuant to Article 135-novies of TUF

Pursuant to Article 14, paragraph 4, of the Articles of Association, participation in the Shareholders' Meeting by those with voting rights is permitted exclusively through the Appointed Representative, to whom the Company has appointed to represent shareholders pursuant to Article 135-undecies of the Consolidated Law on Finance.

Shareholders who wish to participate in the Shareholders' Meeting must, therefore, grant the Appointed Representative a proxy pursuant to Article 135-undecies of TUF, as well as ordinary proxies or sub-delegations

pursuant to Article 135-novies of TUF on all or some of the resolution proposals regarding the items on the agenda, using the specific proxy/sub-delegation form, prepared by the Appointed Representative in agreement with the Company, available on the Company's website www.cy4gate.com, section 'Governance - Shareholders' Meetings - Year 2025', as better illustrated below.

The proxy form pursuant to Article 135-undecies of the TUF with the written voting instructions must be submitted, following the instructions on the proxy form, by the end of the 2nd (second) trading day prior to the Shareholders' Meeting, i.e. by 24 April 2025, and within the same deadline the proxy may be revoked. The proxy, thus conferred, is effective only for those proposals in relation to which voting instructions have been given.

Furthermore, as anticipated, pursuant to Article 135-undecies.1 of the TUF, the Appointed Representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of the TUF, as an exception to Article 135 undecies, paragraph 4 of the TUF. Therefore, those who do not avail themselves of the proxy option pursuant to Article 135-undecies of the TUF may alternatively grant ordinary proxies or sub-delegations pursuant to Article 135-novies of the TUF. The proxy/sub-delegation form pursuant to Article 135-novies of the TUF with the written voting instructions must be transmitted, following the instructions on the form itself, according to the terms and conditions, and within the terms indicated above.

The Designated Representative will be available for clarification or information at 0645417429 or at the e-mail address [email protected].

There are no plans to vote electronically or by correspondence.

PARTICIPATION IN THE SHAREHOLDERS' MEETING OF OTHER LEGITIMATE PARTIES

The participation in the Shareholders' Meeting of other legitimate parties (the members of the corporate bodies, the Secretary of the meeting and the Designated Representative, as well as other legitimate parties pursuant to the law other than those entitled to vote) may only take place by means of video/telecommunication media that guarantee their identification. The instructions for participation in the Shareholders' Meeting through video/telecommunication means will be made known by the Company to the interested parties.

RIGHT TO INTEGRATE THE AGENDA AND TO SUBMIT NEW PROPOSALS

FOR RESOLUTIONS

Pursuant to Article 126-bis of the TUF, Shareholders who, also jointly, represent at least one fortieth of the share capital may request, within 10 days of the publication of this notice (i.e. by 7 April 2025), the addition of items to be discussed, indicating in their request the additional items they propose, or submit proposals for resolutions on the items on the agenda.

Any requests must be received, within the aforesaid deadline, at the Company's registered office (Rome, Via Coponia no. 8) or at the certified e-mail address [email protected], and must be accompanied by a report on the items proposed to be discussed or on the reasons for the additional resolution proposals submitted.

Entitlement to exercise this right is certified by a communication to the Company from the authorised intermediary attesting the ownership of the shares by the requesting shareholders valid on the date of the request.

Any additions to the list of items to be discussed at the Shareholders' Meeting as a result of the aforementioned requests or the presentation of additional resolution proposals on items already on the agenda shall be announced, in the same form prescribed for the publication of the notice of call, at least 15 days prior to the date set for the Shareholders' Meeting, i.e. by 13 April 2025. At the same time as the publication of the notice of integration or the presentation of new resolution proposals, the report prepared by the requesting shareholders, accompanied by any evaluations of the administrative body, shall be made available to the public, in the same forms prescribed for the documentation relating to the Shareholders' Meeting.

Integration is not permitted for matters on which the Shareholders' Meeting resolves, pursuant to law, on the proposal of the Directors or on the basis of a draft or a report prepared by them other than those referred to in Article 125-ter, paragraph 1, of the TUF. This is without prejudice to the fact that each shareholder entitled to vote may submit resolution proposals individually, as set forth below.

ALLOWANCE TO INDIVIDUALLY MAKE PROPOSALS FOR PROPOSALS

In addition to the foregoing, taking into account that participation in the Shareholders' Meeting is envisaged exclusively through the Designated Representative, persons entitled to participate in the Shareholders' Meeting who intend to make proposals for resolutions on the items on the agenda are invited to submit them - in the same manner as indicated in the preceding paragraph - in advance, no later than the fifteenth day prior to the date of the Shareholders' Meeting; however, in consideration of the fact that this deadline expires on a public holiday (i.e., on a public holiday, or on a day that is not a public holiday), the Shareholders' Meeting may not be held before the Shareholders' Meeting. e., on 13 April 2025), it shall be deemed postponed to the first working day thereafter, i.e. 14 April 2025. Such proposals shall be made available to the public within two days following the expiry of the deadline (i.e. by 16 April 2025), in order to allow the persons entitled to vote to express themselves in an informed manner also taking into account such new proposals and to allow the Appointed Representative to collect any voting instructions on the same. The applicant shall provide suitable documentation proving the legitimacy of exercising this right.

RIGHT TO PROPOSE QUESTIONS

Pursuant to Article 127-ter of the TUF, shareholders may submit questions on the items on the agenda, even prior to the Shareholders' Meeting, by the end of the 7th (seventh) trading day prior to the date set for the Shareholders' Meeting (i.e., by 15 April 2025) by sending them to the Company by sending them to the certified e-mail address [email protected].

The parties interested in exercising the right must provide, in the same manner, information that allows their identification through the transmission of a specific communication issued by the intermediaries with whom the shares owned by the shareholder are deposited.

Ownership of the voting right may also be attested after the submission of the applications provided that it is within the third day following the date indicated in Article 83-sexies, paragraph 2, of the TUF (record date), i.e. by 18 April 2025; such attestation is not necessary in the event that the Company receives the communication issued by the intermediary required for participation and voting at the Shareholders' Meeting.

To the questions received in the manner and by the deadline indicated above, the Company - having verified their relevance to the items on the agenda of the Shareholders' Meeting and the legitimacy of the applicant - will give a reply before the Shareholders' Meeting, by 24 April 2025, on the Company's website, section 'Governance - Shareholders' Meetings - Year 2025', in order to enable those entitled to vote to express themselves in an informed manner on the items on the agenda. The Company will not reply to questions received after the deadline indicated above. The Company may provide a single reply to questions with the same content.

DOCUMENTATION

The documentation relating to the items on the agenda of the Shareholders' Meeting, including the explanatory report containing the proposed resolutions on the same, will be filed at the Company's registered office, on the Company's website www.cy4gate.com, section 'Governance - Shareholders' Meetings - Year 2025', as well as on the '' storage mechanism (). Those entitled to vote may obtain a copy. This notice is published as an abstract, pursuant to Article 125-bis of the TUF in the daily newspaper Milano Finanza on 28 March 2025.

Rome, 28 March 2025

The Chairman of the board of Directors

Domitilla Benigni

CY4GATE S.p.A. – Part of ELT Group Sede Legale Via Coponia 8, 00131 Roma Capitale Sociale Euro 1.441.499,94 Registro Imprese di Roma, Codice Fiscale, Partita Iva 13129151000 REA RM-1426295 www.cy4gate.comwww.elettronicagroup.com

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