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CY4GATE S.p.A. Proxy Solicitation & Information Statement 2026

Mar 19, 2026

6295_rns_2026-03-19_42dbd304-1884-41f5-980b-f5155b06e491.pdf

Proxy Solicitation & Information Statement

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CY4GATE Part of ELT Group

INFORMATION PROGRAM SIGN

The notice of call published as of today is hereby reproduced in its entirety, as supplemented by the sections relating to the appointment of the corporate bodies.

NOTICE OF CONVENING OF THE ORDINARY SHAREHOLDERS' MEETING

The shareholders of CY4Gate S.p.A. (la “Società”) are hereby convened to an ordinary shareholders' meeting on 28 April 2026 at 4:30 p.m., in a single call, exclusively by means of telecommunications, as further specified below, to discuss and resolve upon the following

Agenda

  1. Approval of the annual financial statements as at 31 December 2025 and presentation of the consolidated financial statements as at 31 December 2025, including the consolidated Sustainability Report for the financial year 2025 pursuant to Legislative Decree No. 125/2024. Appropriation of profit for the year; related and consequent resolutions.

1.1 Approval of the annual financial statements as at 31 December 2025. Reports of the Board of Directors, the Board of Statutory Auditors and the independent auditing firm; related and consequent resolutions;

1.2 Appropriation of profit for the year; related and consequent resolutions.

  1. Appointment of the Board of Directors. Related and consequent resolutions.

2.1. Determination of the number of members;

2.2. Determination of the term of office;

2.3. Appointment of the members of the Board of Directors;

2.4. Appointment of the Chairman of the Board of Directors;

2.5. Determination of the remuneration of the members of the Board of Directors.

  1. Appointment of the members of the Board of Statutory Auditors. Related and consequent resolutions.

3.1. Determination of the number of members;

3.2. Appointment of the members of the Board of Statutory Auditors;

3.3. Appointment of the Chairman of the Board of Statutory Auditors;

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.com – www.eltgroup.com


DYH GATE Part of ELT Group

3.4. Determination of the remuneration of the members of the Board of Statutory Auditors.

  1. Authorisation to purchase and dispose of treasury shares pursuant to Articles 2357 et seq. of the Italian Civil Code. Related and consequent resolutions.

  2. Resolutions regarding the report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree No. 58/1998 ("TUF") and Article 84-quater of the Consob Regulation adopted by Resolution No. 11971/1999 ("Issuers' Regulation").

5.1 Binding vote on the remuneration policy for the financial year 2026 as set out in the first section of the report; related and consequent resolutions;

5.2 Advisory vote on the second section of the report concerning compensation paid or accrued during the financial year 2025; related and consequent resolutions.

  1. Proposal for the adoption of the 2026-2028 Stock Grant Plan pursuant to article 114-bis of Legislative Decree No.58/1998. Related and consequent resolutions.

PARTICIPATION IN THE SHAREHOLDERS' MEETING THROUGH THE DESIGNATED REPRESENTATIVE

Pursuant to Article 14, paragraph 4 of the Company's Articles of Association and in compliance with applicable statutory and regulatory provisions, the Company has elected to avail itself of the option of requiring that shareholders entitled to vote attend the Shareholders' Meeting exclusively through the designated representative appointed pursuant to Article 135-undecies.1 of Legislative Decree No. 58/1998 (the "TUF"), identified by the Company as Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni 19 (the "Designated Representative"), in accordance with the procedures set out below.

SHARE CAPITAL AND VOTING RIGHTS

The share capital of the Company amounts to Euro 1,441,499.94, divided into 23,571,428 ordinary shares without par value; each share confers the right to one vote at ordinary and extraordinary shareholders' meetings. As at the date of this Notice, the Company holds 450,000 treasury shares, in respect of which, pursuant to applicable law, voting rights are suspended. Treasury shares are, however, taken into account for the purposes of calculating

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.com - www.eltgroup.com


DYH GATE Part of ELT Group

the quorums and thresholds required for the constitution and resolutions of the Shareholders' Meeting. The composition of the share capital is available on the Company's website at http://www.cy4gate.com/, under the section "Investor Relations – Shareholding and Share Capital".

ENTITLEMENT TO ATTEND AND VOTE

Pursuant to Article 83-sexies of the TUF, entitlement to attend the Shareholders' Meeting and exercise voting rights – which may be exercised exclusively through the Designated Representative – is evidenced by a communication to the Company made by the authorised intermediary on behalf of the person entitled to vote (the "Communication"), based on the evidence resulting from its own accounting records as at the end of the 7th open market day preceding the date of the Shareholders' Meeting (i.e., 17 April 2026 – the so-called record date). Credits and debits recorded on accounts after the aforementioned date shall not be relevant for the purposes of entitlement to exercise voting rights at the Shareholders' Meeting; accordingly, persons who become shareholders only after such date shall not be entitled to attend and vote at the Shareholders' Meeting.

The Communication must be received by the Company by the end of the 3rd open market day preceding the date of the Shareholders' Meeting (i.e., by 23 April 2026). However, the entitlement to attend and exercise voting rights at the Shareholders' Meeting shall remain valid even if the Communication is received by the Company after such deadline, provided that it is received before the commencement of the meeting proceedings.

It is noted that the Communication to the Company is made by the authorised intermediary at the request of the person entitled to vote. Holders of voting rights are required to instruct the intermediary holding their accounts to make the aforementioned Communication to the Company, failing which they shall forfeit the right to participate. Any advance notice requirements or costs charged by the intermediary in connection with its obligations in this regard shall not be attributable to the Company.

PARTICIPATION IN THE SHAREHOLDERS' MEETING

Grant of proxies to the Designated Representative pursuant to Article 135-undecies of the TUF and of ordinary proxies or sub-proxies pursuant to Article 135-novies of the TUF

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.com – www.eltgroup.com


DYH
GATE
Part of ELT Group

Pursuant to Article 14, paragraph 4 of the Company's Articles of Association, attendance at the Shareholders' Meeting by persons entitled to vote is permitted exclusively through the Designated Representative, who has been appointed by the Company to represent shareholders pursuant to Article 135-undecies of the TUF.

Shareholders wishing to attend the Shareholders' Meeting must therefore grant a proxy to the Designated Representative pursuant to Article 135-undecies of the TUF, as well as ordinary proxies or sub-proxies pursuant to Article 135-novies of the TUF in respect of all or some of the proposed resolutions on the items on the agenda, using the specific proxy/sub-proxy form prepared by the Designated Representative in agreement with the Company and available on the Company's website at www.cy4gate.com, under the section Governance – Shareholders’ Meetings – year 2026, as further described below.

The proxy form pursuant to Article 135-undecies of the TUF, together with written voting instructions, must be submitted in accordance with the instructions set out in the form itself, by the end of the 2nd open market day preceding the Shareholders' Meeting, i.e., by 24 April 2026; the proxy may be revoked within the same deadline. A proxy granted in this manner shall be effective only with respect to those proposals for which voting instructions have been provided.

Furthermore, as noted above, pursuant to Article 135-undecies.1 of the TUF, the Designated Representative may also be granted ordinary proxies or sub-proxies pursuant to Article 135-novies of the TUF, by way of derogation from Article 135-undecies, paragraph 4 of the TUF. Accordingly, those who do not avail themselves of the proxy option under Article 135-undecies of the TUF may alternatively grant ordinary proxies or sub-proxies pursuant to Article 135-novies of the TUF. The proxy/sub-proxy form pursuant to Article 135-novies of the TUF, together with written voting instructions, must be submitted in accordance with the instructions set out in the form itself, on the terms and conditions and within the deadlines indicated above.

The Designated Representative is available for clarifications or information at telephone number 0645417429 or by email at [email protected].

Voting by electronic means or by correspondence is not permitted.

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.com – www.eltgroup.com


DYH GATE Part of ELT Group

ATTENDANCE BY OTHER ENTITLED PERSONS

Attendance at the Shareholders' Meeting by other entitled persons (the members of the corporate bodies, the Secretary of the meeting and the Designated Representative, as well as other persons entitled to attend pursuant to applicable law, other than those holding voting rights) shall take place exclusively by means of video/telecommunication equipment ensuring their identification. Instructions for participation in the Shareholders' Meeting by means of video/telecommunication equipment will be communicated by the Company to the relevant parties.

RIGHT TO REQUEST ADDITIONS TO THE AGENDA AND SUBMISSION OF NEW DRAFT RESOLUTIONS

Pursuant to Article 126-bis of the TUF, shareholders holding, even jointly, at least one-fortieth of the share capital may request, within 10 days of publication of this notice (i.e., by 29 March 2026), additions to the list of items to be discussed, specifying in their request the additional items they propose, or submit proposed resolutions on items already on the agenda.

Any such requests must be received, within the aforementioned deadline, at the Company's registered office (Rome, Via Coponia no. 8) or by certified electronic mail (PEC) at [email protected], and must be accompanied by a report on the items proposed for discussion or by a statement of the reasons for the additional proposed resolutions submitted.

Entitlement to exercise this right is evidenced by a communication to the Company from the authorised intermediary certifying that the requesting shareholders hold the relevant shares as at the date of the request.

Notice of any additions to the list of items to be discussed at the Shareholders' Meeting following such requests, or of the submission of additional proposed resolutions on items already on the agenda, shall be given in the same manner prescribed for publication of the notice of meeting, at least 15 days before the date fixed for the Shareholders' Meeting, i.e., by 13 April 2026. At the same time as publication of the notice of addition or of the new proposed resolutions, the report prepared by the requesting shareholders shall be made available to the public in the same manner as the documentation relating to the Shareholders' Meeting, together with any assessment by the administrative body.

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.com - www.eltgroup.com


DCH GATE Part of ELT Group

Additions to the agenda are not permitted in respect of matters on which the Shareholders' Meeting resolves, pursuant to applicable law, on a proposal by the Directors or on the basis of a plan or report prepared by them, other than those referred to in Article 125-ter, paragraph 1 of the TUF. It remains the case that each shareholder entitled to vote may individually submit proposed resolutions, as further described below.

RIGHT TO INDIVIDUALLY SUBMIT PROPOSED RESOLUTIONS

In addition to the foregoing, given that attendance at the Shareholders' Meeting is permitted exclusively through the Designated Representative, persons entitled to attend who wish to submit proposed resolutions on items on the agenda are invited to submit them – in the same manner as indicated in the preceding paragraph – in advance, by the fifteenth day preceding the date of the Shareholders' Meeting (i.e., by 13 April 2026). Such proposals shall be made available to the public within the two days following the expiry of such deadline (i.e., by 15 April 2026), so as to enable persons entitled to vote to cast their votes in an informed manner, taking into account such new proposals, and to allow the Designated Representative to collect voting instructions in respect thereof. The requesting party must provide appropriate documentation evidencing their entitlement to exercise this right.

RIGHT TO ASK QUESTIONS

Pursuant to Article 127-ter of the TUF, shareholders may ask questions on items on the agenda, including prior to the Shareholders' Meeting, by the end of the 7th open market day preceding the date fixed for the Shareholders' Meeting (i.e., by 17 April 2026), by sending them to the Company by certified electronic mail (PEC) at [email protected].

Persons wishing to exercise this right must provide, in the same manner, information enabling their identification by transmitting a communication issued by the intermediaries with which the shares owned by the shareholder are deposited.

Entitlement to voting rights may be evidenced even after submission of the questions, provided that this is done by the third day following the date referred to in Article 83-sexies, paragraph 2 of the TUF (record date), i.e., by 20 April 2026; such evidence is not required where the Company has received the intermediary's communication required for attendance and voting at the Shareholders' Meeting.

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.com - www.eltgroup.com


CY4GATE Part of ELT Group

The Company – having verified the relevance of the questions received in the manner and within the deadline indicated above to the items on the agenda of the Shareholders' Meeting and the entitlement of the requesting party – shall provide replies before the Shareholders' Meeting, by 24 April 2026, on the Company's website, under the section Governance – Shareholders' Meetings – year 2026, so as to enable persons entitled to vote to cast their votes in an informed manner on the items on the agenda. The Company will not respond to questions received after the aforementioned deadline. Questions with the same content may receive a single consolidated reply.

APPOINTMENT OF THE BOARD OF DIRECTORS

Pursuant to Article 21 of the Company's By-laws, the appointment of the members of the Board of Directors shall be carried out by means of slate voting (voto di lista), in accordance with the procedures set out in the By-laws themselves and described in the explanatory report available on the Company's website, to which reference is hereby made.

Only Shareholders who, individually or together with other Shareholders, represent at least 4.5% of the Company's share capital, pursuant to CONSOB Executive Determination No. 155 of 27 January 2026, are entitled to submit slates.

The slates, accompanied by the professional curricula vitae of the designated candidates and signed by the Shareholders submitting them, must be filed no later than 25 (twenty-five) days prior to the date scheduled for the Shareholders' Meeting (i.e. by 3 April 2026), under penalty of forfeiture, either by certified electronic mail (PEC) to the address [email protected] or by registered letter with return receipt to the Company's registered office at Via Coponia 8, Rome.

Within the same deadline, the statements by which each candidate accepts his or her candidacy and declares, under his or her own responsibility, the absence of any grounds for ineligibility or incompatibility provided for by law, as well as the existence of the requirements prescribed by law and applicable regulations for members of the Board of Directors, must also be filed.

The certification attesting ownership, at the time of filing the slate with the Company, of the minimum shareholding required for the submission of slates must be produced together with the filing of the slates or, in any event, within the different deadline provided for by

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.com - www.eltgroup.com


DCH GATE Part of ELT Group

applicable legislation for the publication of the slates by the Company, namely at least 21 (twenty-one) days prior to the date scheduled for the Shareholders' Meeting convened on a single call (i.e. by 7 April 2026).

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

Pursuant to Article 27 of the Company's By-laws, the appointment of the members of the Board of Statutory Auditors shall be carried out by means of slate voting (voto di lista), in accordance with the procedures set out in the By-laws themselves and described in the explanatory report available on the Company's website, to which reference is hereby made.

Only Shareholders who, individually or together with other Shareholders, represent at least 4.5% of the Company's share capital, pursuant to CONSOB Executive Determination No. 155 of 27 January 2026, are entitled to submit slates.

The slates, accompanied by the professional curricula vitae of the designated candidates and signed by the Shareholders submitting them, must be filed no later than 25 (twenty-five) days prior to the date scheduled for the Shareholders' Meeting (i.e. by 3 April 2026), under penalty of forfeiture, either by certified electronic mail (PEC) to the address [email protected] or by registered letter with return receipt to the Company's registered office at Via Coponia 8, Rome.

Within the same deadline, the statements by which each candidate accepts his or her candidacy and declares, under his or her own responsibility, the absence of any grounds for ineligibility or incompatibility provided for by law, as well as the existence of the requirements prescribed by law and applicable regulations for members of the Board of Statutory Auditors, must also be filed.

The certification attesting ownership, at the time of filing the slate with the Company, of the minimum shareholding required for the submission of slates must be produced together with the filing of the slates or, in any event, within the different deadline provided for by applicable legislation for the publication of the slates by the Company, namely at least 21 (twenty-one) days prior to the date scheduled for the Shareholders' Meeting convened on a single call (i.e. by 7 April 2026).

DOCUMENTATION

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.com – www.eltgroup.com


CY4GATE Part of ELT Group

The documentation relating to the items on the agenda of the Shareholders' Meeting, including the explanatory report containing the proposed resolutions thereon, shall be filed at the registered office, on the Company's website at www.cy4gate.com, under the section Governance – Shareholders' Meetings – year 2026, as well as on the storage mechanism "" (). Persons entitled to vote are entitled to obtain copies thereof. This notice is published in extract form, pursuant to Article 125-bis of the TUF, in the newspaper Milano Finanza on 19 March 2026.

Roma, 19 March 2026

The Chairman of the Board of Directors

Enrico Peruzzi

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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.com – www.eltgroup.com