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CY4GATE S.p.A. Proxy Solicitation & Information Statement 2026
6295_rns_2026-03-19_416c8d03-22e9-474b-8637-50f269fdbf73.pdf
Proxy Solicitation & Information Statement
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INFO
GATE
Part of ELT Group
ORDINARY SHAREHOLDERS' MEETING
CONVENED FOR
28 APRIL 2025
INFORMATION DOCUMENT
Prepared pursuant to Articles 114-bis of the TUF and 84-bis of the Consob Issuers' Regulation approved with Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented
DCH
GATE
Part of ELT Group
EQUITY-BASED INCENTIVE PLAN
of CY4Gate S.p.A.
for the period 2026-2028
INFORMATION DOCUMENT
Prepared pursuant to Articles 114-bis of the TUF and 84-bis of the Consob Issuers' Regulation approved with Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented
(The document was approved by the Board of Directors on 12 March 2026 and is available on the Company's website)
Definitions
For the purposes of these Regulations, the terms and expressions listed below shall have the meaning attributed to each of them.
| Executive Directors | The executive directors of the Company. |
|---|---|
| Allocation | The allocation of Shares to each Beneficiary on the terms and conditions set out in the Regulations. |
| Grant | The grant by the Board of Directors, having heard the opinion of the Remuneration and Nomination Committee, of Rights to each Beneficiary. |
| Shares | The ordinary shares of the Company, listed on Euronext Milan, Euronext STAR Milan Segment, a regulated market organised and managed by Borsa Italiana S.p.A., to be used in connection with the Plan. |
| Allocated Shares | The number of CY4 Shares allocated free of charge to each Beneficiary at the end of the Plan Cycle following the exercise of the Rights, on the basis of the performance levels actually achieved during the Plan, on the terms and conditions set out in the Regulations. |
| Bad Leaver | All cases of termination of the Relationship other than Good Leaver cases, including, by way of mere example and without limitation, the following events: (i) revocation for cause and/or upon occurrence of objective and/or subjective justified grounds of the Beneficiary from the office and/or the powers granted thereto; (ii) failure to renew the office and/or the powers granted to the Beneficiary, or dismissal for cause and/or upon occurrence of objective and/or subjective justified grounds; (iii) voluntary resignation without cause and/or objective and/or subjective justified grounds by the Beneficiary.. |
| Beneficiaries | The recipients of the Right to receive an Allocation of Shares, who shall be identified by name, also in multiple instances and in any event prior to the commencement of the Plan, by the Board of Directors, upon proposal of the Chief Executive Officer and having heard the opinion |
DYH
GATE
Part of ELT Group
of the Remuneration and Nomination Committee, from among the Executive Directors, the Key Management Personnel and/or other key people (managers, middle managers and consultants) of the Company and/or of companies Controlled by CY4, even indirectly, who hold roles deemed strategically relevant for the business of the Company and/or of the CY4 Group (hereinafter also the "Strategic Management").
Change of Control
(a) the direct or indirect acquisition by one or more third parties of control of the Company pursuant to Article 93 of the TUF; (b) the direct or indirect acquisition by one or more third parties of a number of shares or a stake in a Controlled Company to which the Relationship (as defined below) of the Beneficiary pertains, other than the Company, in aggregate exceeding 50% (fifty per cent) of the relevant share capital, unless the Company continues to hold control thereof pursuant to Article 2359 of the Italian Civil Code; and/or (c) the definitive transfer on any basis to one or more third parties of the business or business unit to which the Relationship (as defined below) of the Beneficiary pertains.
Claw-back
The mechanism pursuant to which the Company, in the cases provided for by the Plan Regulations and applicable law, may revoke, in whole or in part, the Rights not yet exercised.
Italian Civil Code
The Italian Civil Code, approved by Royal Decree of 16 March 1942, No. 262, as subsequently amended and supplemented.
Code or Corporate Governance Code
The Corporate Governance Code for listed companies adopted by the Corporate Governance Committee in January 2020, as subsequently amended and supplemented.
Committee
The Remuneration and Nomination Committee of the Company established within the Board of Directors.
Board of DirectorsThe
The Board of Directors of the Company.
Subsidiaries
Each of the companies directly or indirectly controlled, from time to time, pursuant to Article 2359 of the Italian Civil Code, by the Company, with which a Relationship with one or more Beneficiaries is in place.
Approval Date
(i) the date of approval of the Regulations by the Board of Directors, and (ii) the date of approval of the Incentive Plan by the ordinary Shareholders' Meeting, pursuant to Article 114-bis of the TUF.
Share Allocation Date
With reference to each Beneficiary, the date on which Shares are allocated to such Beneficiary following the exercise of the Rights.
Grant date
The date of the Board of Directors' resolution concerning the Grant of
DCH
GATE
Part of ELT Group
Rights.
Verification Date
The date of approval by the Board of Directors of the consolidated financial statements for the financial year ended 31 December 2028.
Key Management Personnel
Those persons who have responsibility, directly or indirectly, for the planning, direction and control of the activities of the Company, including its directors (whether executive or non-executive).
Rights
The maximum number of 729,643 conditional, free of charge and non-transferable inter vivos rights, to be granted free of charge to the Beneficiaries on the Grant Date, which shall entitle the relevant Beneficiaries to receive the Maximum Number of Shares free of charge, in accordance with the Performance Targets defined pursuant to the Regulations
Granted Rights
The maximum number of Rights granted by the Board of Directors to each Beneficiary on the Grant Date.
Good Leaver
The following cases of termination of the Relationship: (i) revocation from the office of Director prior to expiry without cause; (ii) lapse of the Board of Directors of the Company not followed by renewal; (iii) with respect to Key Management Personnel, dismissal without cause or in the absence of objective justified grounds; (iv) death or permanent disability of the Beneficiary; (v) voluntary resignation for cause and/or objective and/or subjective justified grounds by the Beneficiary..
CY4 Group or Group
CY4 and the Subsidiaries from time to time, taken together.
Holding Period
The period of 24 (twenty-four) months following the Share Allocation Date.
Grant Letter
The letter that the Company shall send to each Beneficiary to notify such Beneficiary of the Grant of Rights, to which the Regulations shall be attached as an integral part thereof, and whose execution and delivery to the Company by the Beneficiaries shall constitute, for all purposes, their full and unconditional acceptance thereof.
Targets
The performance targets set by the Board of Directors, having heard the opinion of the Remuneration and Nomination Committee, as identified in Article 5 of the Regulations.
"Stock Grant 2026-2028 Equity-Based Incentive Plan" or "Plan"
The Stock Grant 2026-2028 equity-based incentive plan based on the free grant of ordinary shares of the Company and reserved for the Beneficiaries, as persons playing a key role in achieving the objectives of the CY4 Group.
Exercise Period
The period of time between the 1st business day following the Board of
DYH
GATE
Part of ELT Group
Directors' resolution certifying the possible achievement of the Targets on the Verification Date and the 30th business day following the aforementioned resolution, except for days on which the exercise of the Rights is not permitted pursuant to applicable law.
Relationship
The employment and/or directorship and/or consultancy relationship in place between each individual Beneficiary and CY4 or one of its Subsidiaries.
Plan Regulations
The regulations governing the terms, conditions, implementation methods and application criteria of the Plan.
Company or CY4
CY4Gate S.p.A., with registered office in Rome, Via Coponia, No. 8, tax code and registration number with the Rome Companies' Register 13129151000.
TUF
Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented.
Vesting Period
The vesting period of the granted Rights, running from the Grant Date to the Verification Date (i.e. the approval of the consolidated financial statements as at 31 December 2028).
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DYH
GATE
Part of ELT Group
PREAMBLE
On 12 March 2026, the Board of Directors of CY4Gate – on the basis of the preparatory work carried out by the Committee – resolved to propose to the Shareholders' Meeting convened for 28 April 2026, pursuant to Article 114-bis of the TUF, the approval of the long-term incentive plan named "Stock Grant 2026-2028 Equity-Based Incentive Plan", as governed by this Information Document.
The Plan forms part of the framework of the Company's Remuneration Policy and is intended to strengthen the alignment of the interests of management with those of the Shareholders, promoting the creation of sustainable value over the medium to long term.
The Plan provides for the free grant of ordinary shares of the Company, subject to the achievement of specific performance targets, as further described in this Information Document.
The Plan qualifies as a plan of particular significance pursuant to Article 114-bis, paragraph 3, of the TUF and Article 84-bis, paragraph 2, of the Issuers' Regulation, as it is also addressed to persons falling within those identified by Article 114-bis of the TUF.
This Information Document has been prepared pursuant to Article 84-bis of the Issuers' Regulation and in accordance with Schedule No. 7 of Annex 3A of the same Issuers' Regulation, and is made available to the public at the registered office of the Company and on the CY4Gate website at https://www.cy4gate.com/it/azienda/governance/assemblee, as well as on the authorised storage mechanism "1Info" at www.1info.it, within the timeframes and in the manner provided for by applicable law. Information not yet available at the time of approval of the proposal for the ordinary Shareholders' Meeting will be disclosed in due course in the manner provided for by applicable law.
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DYH
GATE
Part of ELT Group
1. BENEFICIARIES
The Plan is addressed to executive directors and members of Group management, including persons not employed by companies of the Group, as identified at the discretion of the Board of Directors of the Company, including after the approval of the Plan by the Shareholders' Meeting.
The identification of the Beneficiaries shall take into account the role held, the level of organisational responsibility and the expected contribution to the strategic objectives of the Group, with a view to incentivising performance and retaining key resources, in compliance with the remuneration policy submitted for approval to the ordinary Shareholders' Meeting of 28 April 2026.
1.1 Identification by name of Beneficiaries who are members of the Board of Directors of the Issuer
The Beneficiaries shall be identified by the Board of Directors of the Company only after the approval of the Plan by the Shareholders' Meeting. As of today, the Beneficiaries include the Executive Chairman and the Chief Executive Officer of the Company.
1.2 Categories of employees or collaborators of the Issuer and of the Subsidiaries
The further potential Beneficiaries of the Plan are identified from among the Executive Directors, the Key Management Personnel and other Key People (managers, middle managers and consultants) of the Company and/or of companies controlled by CY4, even indirectly, who hold roles relevant to the business of the Company and of the CY4 Group. The identification by name of the actual Beneficiaries and the other information required by paragraph 1 of Schedule 7, Annex 3A to the Issuers' Regulation shall be provided in the manner and within the timeframes set out in Article 84-bis, paragraph 5, letter a) of the Issuers' Regulation.
1.3 Identification by name of persons benefiting from the Plan belonging to the following groups:
a) General managers of the financial instruments issuer
Among the Beneficiaries of the Plan, as of today and subject to subsequent changes, are the General Manager of the Company (also serving as Chief Executive Officer) and the Co-General Manager of CY4.
b) Other key management personnel of the financial instruments issuer that does not qualify as a "smaller company", pursuant to Article 3, paragraph 1, letter f), of Regulation No. 17221 of 12 March 2010, in cases where they received during the financial year aggregate remuneration (calculated by adding monetary remuneration and financial instruments-
DYH
GATE
Part of ELT Group
based remuneration) exceeding the highest aggregate remuneration attributed to the members of the board of directors, or the management board, and the general managers of the financial instruments issuer.
Not applicable.
c) Natural persons controlling the shares issuer who are employees or collaborators of the Issuer.
Not applicable.
1.4 Description and numerical indication, broken down by category
a) Key management personnel other than those indicated in letter b) of paragraph 1.3
Non applicable.
b) In the case of "smaller companies", pursuant to Article 3, paragraph 1, letter f), of Regulation No. 17221 of 12 March 2010, an aggregate indication of all key management personnel of the financial instruments issuer
The Key Management Personnel currently identified by the Board of Directors, as of today and subject to subsequent changes, number 3.
c) Any other categories of employees or collaborators for which differentiated features of the Plan have been provided
Non applicable.
- REASONS FOR THE ADOPTION OF THE PLAN
2.1 Objectives to be achieved through the grant of the Plan
(i) to create alignment and convergence of interests between the Strategic Management and the shareholders of the Company with regard to the growth in value of the Company over time;
(ii) to link overall remuneration to the performance of the Company and to the creation of value for shareholders, based on measurable strategic metrics, pursuing the success and competitiveness of the Company on the market in a sustainable manner and with long-term objectives;
(iii) to orient the Company's key resources towards strategies aimed at achieving long-term results, incentivising the creation of sustainable value over time (shifting the focus from annual results to strategic decisions and investments);
(iv) to promote the retention of key corporate resources, encouraging them through retention policies to remain with the Company or the Group;
(v) to develop talent attraction policies, strengthening the attractiveness and competitiveness of the remuneration package offered by the Company and/or its Subsidiaries, in order to continue to develop the distinctive competencies of the Company and the Group, reinforcing a value-oriented corporate culture.
The Plan also intends to comply with the principles and criteria relating to the Targets as set out in
DYH GATE Part of ELT Group
Article 5 of the Code and is designed in accordance with best market practices and trends.
2.2 Key variables, including in the form of performance indicators, considered for the purposes of the grant of the Plan.
The number of Shares to be allocated to the Beneficiaries is directly linked to the degree of achievement of the Targets indicated in paragraph 2.3 below.
2.3 Elements underlying the determination of the amount of financial instruments-based remuneration, or for its determination.
The Plan qualifies as an equity-based and equity-settled plan, structured over a three-year time horizon, in line with market best practices on remuneration.
For the purposes of the Plan, the Targets are structured as follows, and any over-performance shall not be taken into account:
- achievement of a Group EBITDA threshold level of EUR 28.5 million in the statutory financial statements as at 31.12.2028, with a weight of 10% of the Granted Rights;
- achievement of a Group EBIT threshold level of EUR 9.8 million in the statutory financial statements as at 31.12.2028, with a weight of 10% of the Granted Rights;
- achievement of a Group revenue threshold level of EUR 123 million in the statutory financial statements as at 31.12.2028, with a weight of 10% of the Granted Rights;
- achievement of a threshold market price of CY4 Shares as at 31.12.2028 (30-day average preceding that date) of EUR 8.5 per share, with a weight of 35% of the Granted Rights;
- achievement of a top market price of CY4 Shares as at 31.12.2028 (30-day average preceding that date) of EUR 11.5 per share, with a weight of 35% of the Granted Rights.
It is understood that for a market price of CY4GATE Shares above the threshold price and up to the top price (with reference to the 30-day average preceding the measurement date), the achievement of the Target shall be determined by applying a linear interpolation mechanism.
2.4 Reasons underlying any decision to grant financial instruments-based compensation plans based on instruments not issued by the financial instruments issuer, such as instruments issued by subsidiaries, parent companies or third-party companies
DCH
GATE
Part of ELT Group
outside the group; where such instruments are not traded on regulated markets, information on the criteria used to determine the value attributable to them;
Non applicable.
2.5 Assessments regarding significant tax and accounting implications that influenced the design of the Plan.
In defining the features of the Plan, no significant tax or accounting implications emerged that would have a material impact on the structure of the Plan itself.
2.6 Any support of the Plan by the special fund for incentivising employee participation in companies, pursuant to Article 4, paragraph 112, of Law No. 350 of 24 December 2003
Non applicable.
3. APPROVAL PROCESS AND TIMING OF THE GRANT OF INSTRUMENTS.
3.1 Scope of powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the purposes of implementing the Plan.
The Plan, as described in this Information Document, shall be submitted for approval to the Shareholders' Meeting convened, in ordinary session, for 28 April 2026, which shall also be asked to resolve on granting the Board of Directors all appropriate powers necessary for the implementation of the Plan.
3.2 Identification of the persons responsible for administering the Plan and their role and competence.
The Board of Directors is responsible for the implementation of the Plan, avails itself of the preparatory, advisory and consultative support of the Committee and may delegate the operational management of the Plan to the relevant internal functions of the Company.
The Board of Directors may also grant delegations in respect of certain aspects relating to the practical implementation of the Plan itself. In any event, it is understood that all decisions relating and/or pertaining to the Grant and Allocation of Shares and, more generally, to the implementation of the Plan with respect to executive directors shall remain within the exclusive competence of the Board of Directors.
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DYH GATE Part of ELT Group
3.3 Any existing procedures for the review of the Plan, including in relation to any changes to the Targets.
In the event of extraordinary events affecting the Company, or changes in the reference framework with effects on the Plan, the Board of Directors shall have the power to make amendments to the Plan Regulations pursuant to and within the limits provided for by Article 114-bis of the TUF, with the favourable opinion of the Committee and without the need for further involvement of the ordinary Shareholders' Meeting, aimed at maintaining the substantive and economic content of the Plan unchanged, within the limits permitted by the resolutions adopted by the ordinary Shareholders' Meeting (including the maximum number of Shares to be used in connection with the Plan) and by the applicable statutory and regulatory provisions in force from time to time. Such amendments may include, by way of mere example and without limitation, the power of the Board of Directors to (i) amend the Targets and/or the Shares to be allocated, including in the presence of extraordinary or unforeseeable situations, circumstances or transactions (including capital transactions) that may have a significant impact on the results, on the scope of activities of the Group or on the Plan as a whole, or (ii) allocate the Shares to the Beneficiaries in advance in the event of accelerated vesting (e.g. upon a Change of Control, etc.).
3.4 Description of the methods through which the availability and allocation of the financial instruments on which the Plan is based are determined (e.g. free allocation of shares, capital increases with exclusion of pre-emption rights, purchase and sale of treasury shares).
The Plan may be serviced by treasury shares already held by the Issuer or to be purchased pursuant to the shareholders' resolution and Articles 2357 et seq. of the Italian Civil Code.
3.5 Role played by each Director in determining the features of the Plan; any conflicts of interest on the part of the Directors involved.
The Board of Directors, in determining the features of the Plan, availed itself of the Committee and of the support of the advisor Managers & Partners, and approved the structure of the Plan, defining its main features, as well as this Information Document. In the process of defining the Plan, the Executive Chairman and the Chief Executive Officer (as Beneficiaries) informed the administrative body that they held interests also pursuant to Article 2391 of the Italian Civil Code, abstaining from the relevant board resolution.
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GATE
Part of ELT Group
3.6 For the purposes of Article 84-bis, paragraph 1, the date of the decision adopted by the competent body to propose the approval of the Plan to the Shareholders' Meeting and of any proposal by the Committee.
The proposal for the adoption of the Plan by the ordinary Shareholders' Meeting was: (i) examined, to the extent within its competence, at several meetings of the Committee held during February and March 2026 and, lastly, on 10 March 2026, with the issuance of a favourable opinion; (ii) approved by the Board of Directors on 12 March 2026. The adoption of the Plan shall be submitted, pursuant to Article 114-bis of the TUF, for approval to the ordinary Shareholders' Meeting convened for 28 April 2026.
3.7 For the purposes of Article 84-bis, paragraph 5, letter a), the date of the decision adopted by the competent body regarding the grant of instruments and of any proposal to that body formulated by the Committee.
Publication of the notice of call of the Shareholders' Meeting for the approval of the Plan is scheduled for 19 March 2026. Subsequently, in the event of approval of the Plan by the Shareholders' Meeting, the Board of Directors shall convene to adopt the relevant decisions for the implementation of the Plan. The information required in this regard by Article 84-bis, paragraph 5, letter a) of the Issuers' Regulation (or in any event pursuant to the applicable statutory and regulatory provisions in force from time to time) and not currently available shall be provided in compliance with applicable law.
3.8 Market price of the Shares recorded on the aforementioned dates, for financial instruments on which the Plan is based, if traded on regulated markets.
The reference price of the Company's Shares on the electronic market organised and managed by Borsa Italiana S.p.A., at the close of the trading session on the date of approval of the proposal by the Board of Directors on 12 March 2026, was Euro 7.49.
3.9 In the case of plans based on financial instruments traded on regulated markets, the terms and manner in which the issuer takes into account, in determining the timing of the grant of instruments in implementation of the plans, the possible temporal coincidence between:
i) such grant or any decisions adopted in this regard by the remuneration committee, and,
ii) the disclosure of any inside information pursuant to Article 17 of Regulation (EU) No. 596/2014: for example, where such information is:
DYH GATE Part of ELT Group
a. not yet public and capable of positively influencing market prices, or,
b. already published and capable of negatively influencing market prices.
Any temporal coincidence between the disclosure of inside information (or the pendency of a "delay" in its disclosure) and the initial allocation of Shares would be immaterial for the Beneficiaries, as they will vest the right to the Grant exclusively at the end of the three-year Vesting Period and, in any event, subject to the achievement of the Targets, without prejudice to the subsequent partial lock-up restriction connected to the Holding Period.
In order to limit the scope for discretion with respect to the timing of the allocation of vested Shares (including in relation to the potential coincidence between such allocation and the disclosure of inside information or the pendency of a "delay" in its disclosure), it is intended, to the extent possible, to predetermine the time windows relating to the verification of the achievement of the Performance Targets and the subsequent effective delivery of the Shares, and in any event care shall be taken not to adopt or carry out, to the extent possible, the relevant decisions or transactions on the occasion of or in conjunction with corporate transactions or other events that may materially affect the price of the Shares.
4. FEATURES OF THE GRANTED INSTRUMENTS
4.1 Description of the forms in which the financial instruments-based compensation plans are structured.
The Plan is based on the free allocation of treasury shares of the Issuer upon achievement of the Targets.
4.2 Indication of the effective implementation period of the Plan, including any different cycles envisaged.
The effective implementation period of the Plan runs from 2026 to 2028..
4.3 Expiry of the Plan
The Plan shall expire upon Allocation (with the approval of the consolidated financial statements as at 31 December 2028), without prejudice to the subsequent Holding Period applicable to the Shares and the subjection of the benefit granted to Claw-back.
4.4 Maximum number of financial instruments grantable, including in the form of options, granted in each financial year in relation to individually identified persons or indicated categories.
DYH GATE Part of ELT Group
At present it is not possible to indicate with precision the number of Shares that will actually be allocated pursuant to the Plan, which will depend in particular on the degree of achievement of the Targets, without prejudice to the maximum number of allocable Shares, equal to 729,643. Such information shall be provided within the timeframes and in the manner provided for by applicable law.
4.5 Methods and terms of implementation of the Plan, specifying whether the actual grant of instruments is subject to the occurrence of conditions or the achievement of certain results, including performance results; description of such conditions and results.
The allocation of Shares shall vary depending on the degree of achievement of the Targets as ascertained by the Board of Directors following the approval of the consolidated financial statements as at 31 December 2028.
For the purposes of the Plan, the Targets are structured as follows, and any over-performance shall not be taken into account:
- achievement of a Group EBITDA threshold level of EUR 28.5 million in the statutory financial statements as at 31.12.2028, with a weight of 10% of the Granted Rights;
- achievement of a Group EBIT threshold level of EUR 9.8 million in the statutory financial statements as at 31.12.2028, with a weight of 10% of the Granted Rights;
- achievement of a Group revenue threshold level of EUR 123 million in the statutory financial statements as at 31.12.2028, with a weight of 10% of the Granted Rights;
- achievement of a threshold market price of CY4 Shares as at 31.12.2028 (30-day average preceding that date) of EUR 8.5 per share, with a weight of 35% of the Granted Rights;
- achievement of a top market price of CY4 Shares as at 31.12.2028 (30-day average preceding that date) of EUR 11.5 per share, with a weight of 35% of the Granted Rights.
Without prejudice to the foregoing, the Plan provides for the application of claw-back mechanisms, on the terms governed by the Plan Regulations, which allow the Company, upon the occurrence of certain conditions, to revoke, in whole or in part, the Rights not yet exercised and, where applicable, to cancel allocations not yet completed or to request the return of the equivalent value of the Shares already allocated.
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DYH GATE Part of ELT Group
4.6 Indication of any lock-up restrictions applying to the granted instruments or to instruments arising from the exercise of options, with particular reference to the timeframes within which the subsequent transfer to the company itself or to third parties is permitted or prohibited.
The Shares shall be attributed to the Beneficiaries on a personal basis and shall be subject to a Holding Period of 24 months from the Share Allocation Date.
4.7 Description of any termination conditions relating to the grant of the plans in the event that the recipients carry out hedging transactions capable of neutralising any restrictions on the sale of the allocated financial instruments, including in the form of options, or of financial instruments arising from the exercise of such options.
Non provided for.
4.8 Description of the effects arising from the termination of the employment relationship.
In the event of termination of the Relationship as a result of a Bad Leaver event:
- where the event occurs after the exercise of the Rights but prior to the Share Allocation Date, the Beneficiary shall forfeit the right to receive the Allocation of Shares;
- where the event occurs prior to the expiry of the Vesting Period, the Beneficiary shall forfeit the right to exercise the Rights, which shall automatically lapse.
In the event of termination of the Relationship as a result of a Good Leaver event:
- where the event occurs after the exercise of the Rights but prior to the Share Allocation Date, the Beneficiary shall retain the right to receive the Shares, without prejudice to compliance with the Holding Period;
- where the event occurs prior to the exercise of the Rights (during the Vesting Period), the Committee shall assess at its discretion, pursuant to Article 11.2 of the Plan, the most appropriate manner to recognise an equivalent economic value to the Beneficiary in relation to the effective period of service.
It is understood that in the event of transfer of the Relationship to another Group company and/or in the event of termination of the Relationship and simultaneous establishment of a new Relationship within the Group, while retaining the status of Beneficiary, such Beneficiary shall retain, mutatis mutandis, all rights granted to them pursuant to the Plan and the relevant Regulations.
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4.9 Indication of any other grounds for cancellation of the Plan
In the event that, as a result of regulatory or legislative changes or variations in their interpretation or application, the implementation of the Plan gives rise to materially higher taxation for the Company or the Beneficiaries, higher social security costs or any other charges of any nature not currently foreseeable, the Board of Directors, in consultation with the Committee, shall have the power to unilaterally amend the terms and conditions of the Plan itself, including – if necessary – the possibility of cancelling or revoking the Plan itself, giving adequate notice to the Beneficiaries.
4.10 Reasons for any provision for the "redemption" by the Company of the financial instruments subject to the plans, pursuant to Articles 2357 et seq. of the Italian Civil Code; the beneficiaries of the redemption, indicating whether it is intended solely for particular categories of employees; the effects of the termination of the employment relationship on such redemption.
Non applicable
4.11 Loans or facilities for the purchase of shares pursuant to Article 2358 of the Italian Civil Code.
Non applicable
4.12 Indication of assessments of the expected cost for the Company at the relevant grant date, as determinable on the basis of already defined terms and conditions, for the aggregate amount and in relation to each instrument under the plan.
As at the date of this Information Document, it is not possible to indicate the exact amount of the expected cost for CY4Gate in connection with the implementation of the Plan, as such cost is linked to the number of Shares that will actually be allocated, determined according to the degree of achievement of the Targets, without prejudice to the maximum number of Shares to be used in connection with the Plan (729,643).
Pursuant to IFRS 2 (Share-based Payment), the Company and, where applicable, each relevant Subsidiary shall recognise, for its respective portion, over the vesting period, the fair value of the rights granted to the beneficiaries.
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GATE
Part of ELT Group
Such fair value shall be recognised in the income statement of the Company and its Subsidiaries – where applicable – over the three-year vesting period, as personnel costs, with a corresponding entry to an equity reserve.
The costs shall be deductible from the taxable income of the Company and its Subsidiaries in the financial year and to the extent that shares are allocated free of charge to the beneficiaries, and in any event in accordance with the applicable statutory and regulatory provisions in force from time to time.
4.13 Indication of any dilutive effects on share capital arising from the compensation plans.
The payment of the equity component of variable remuneration, being effected through the use of treasury shares of the Company, shall not give rise to material dilutive effects on the share capital of the Company.
4.14 Any limitations on the exercise of voting rights and on the attribution of economic rights.
Without prejudice to the Holding Period of 24 months from the Share Allocation Date, no limitations are provided for on the exercise of voting rights and on the enjoyment of economic rights attaching to the Shares subject to free allocation.
4.15 Where shares are not traded on regulated markets, any information useful for a full assessment of the value attributable to them.
Non applicable
4.16 – 4.23
Not applicable as the Plan does not involve stock options.
The Company shall provide the market with the information required in Table 1 of Annex 3A, Schedule 7, of the Issuers' Regulation, upon public disclosure of the resolutions of the Board of Directors relating to the implementation of the Plan, pursuant to Article 84-bis, paragraph 5, of the Issuers' Regulation. Such documentation shall be made available in the manner and within the timeframes provided for by applicable law, including publication on the Company's website and transmission to Consob and Borsa Italiana, where applicable.
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