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CY4GATE S.p.A. — Proxy Solicitation & Information Statement 2026
Apr 7, 2026
6295_rns_2026-04-07_8fc452ef-9013-4344-8bf1-2013ae208974.pdf
Proxy Solicitation & Information Statement
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INFO DISTRICT 2000
PROPOSAL FOR RESOLUTIONS SUBMITTED BY ELETTRONICA S.P.A. - COURTESY TRANSLATION
Proposal for resolutions regarding the appointment of the Board of Directors and the members of the Board of Statutory Auditors of CY4GATE S.p.A. – Ordinary Shareholders’ Meeting of 28 April 2026
Dear Sirs,
with reference to items 2 and 3 on the agenda of the Ordinary Shareholders’ Meeting of CY4GATE S.p.A. (hereinafter “CY4GATE” or the “Company”), convened for 28 April 2026 at 4:30 p.m., in a single call and to be held exclusively by means of telecommunications, and also referring to the contents of the Explanatory Report prepared by the Company’s Board of Directors pursuant to Article 125-ter of Legislative Decree No. 58/1998 (hereinafter, the “Italian Consolidated Financial Act – TUF”), the undersigned Elettronica S.p.A., with registered office in Via Tiburtina Km 13.70 – 00131 – Rome (RM), holding a number of shares of the Company representing more than 2.5% of the share capital, hereby submits to the Shareholders the following proposed resolutions.
A. Item 2.1 on the Agenda – “Determination of the number of members”
The undersigned, having considered Article 18 of the Articles of Association of CY4GATE, which provides that:
> “The Company shall be managed by a board of directors composed of an odd number of members ranging from a minimum of seven (7) to a maximum of nine (9).”
proposes that the Shareholders determine the number of members of the Company’s Board of Directors as nine (9).
Dear Shareholders,
if you agree with the above proposal, you are invited to adopt the following resolution:
> “The Shareholders’ Meeting of CY4GATE S.p.A., having acknowledged the statement made by the Chairman and the proposal for resolution submitted by the shareholder Elettronica S.p.A
resolves
to determine the number of members of the Board of Directors of CY4GATE S.p.A. as nine (9).”
B. Item 2.2 on the Agenda – “Determination of the term of office”
PROPOSAL FOR RESOLUTIONS SUBMITTED BY ELETTRONICA S.P.A. - COURTESY TRANSLATION
The undersigned, having considered Article 18 of the Articles of Association of CY4GATE, which provides that:
"The members of the board of directors shall remain in office for a period not exceeding three financial years and may be re-elected pursuant to Article 2383 of the Italian Civil Code. They shall expire on the date of the shareholders' meeting convened to approve the financial statements for the last financial year of their term of office."
proposes that the Shareholders determine the term of office of the members of the Board of Directors of CY4GATE as three (3) financial years, and more precisely until the date of the shareholders' meeting convened to approve the financial statements for the financial year ending 31 December 2028.
Dear Shareholders,
if you agree with the above proposal, you are invited to adopt the following resolution:
The Shareholders' Meeting of CY4GATE S.p.A., having acknowledged the statement made by the Chairman and the proposal for resolution submitted by the shareholder Elettronica S.p.A.,
resolves
to determine the term of office of the members of the Board of Directors of CY4GATE S.p.A., as appointed under the following item on the Agenda, as three (3) financial years, and more precisely until the date of the shareholders' meeting convened to approve the financial statements for the financial year ending 31 December 2028
C. Item 2.4 on the Agenda – “Appointment of the Chairman of the Board of Directors”
The undersigned, having considered Article 22 of the Articles of Association of CY4GATE, which provides that:
"At its first meeting following its appointment, the board of directors shall appoint from among its members a chairman, if the ordinary shareholders' meeting has not already done so."
and also having considered the list of candidates for the appointment of the Company's Board of Directors submitted by Elettronica S.p.A., should the Shareholders' Meeting appoint the Board of Directors on the basis of such list pursuant to the resolution under the preceding item on the Agenda, proposes that the Shareholders appoint Enrico Peruzzi, listed as number 1 (one) on said list of candidates, as Chairman of the Board of Directors, who shall remain in office for the entire term of the mandate, i.e.
PROPOSAL FOR RESOLUTIONS SUBMITTED BY ELETTRONICA S.P.A. - COURTESY TRANSLATION
until the date of the shareholders’ meeting convened to approve the financial statements for the financial year ending 31 December 2028.
Dear Shareholders, if you agree with the above proposal, you are invited to adopt the following resolution:
“The Shareholders’ Meeting of CY4GATE S.p.A., having acknowledged the statement made by the Chairman and the proposal for resolution submitted by the shareholder Elettronica S.p.A.,
resolves
to appoint Enrico Peruzzi as Chairman of the Board of Directors of CY4GATE S.p.A., who shall remain in office until the expiry of his term as Director, i.e. until the date of the shareholders’ meeting convened to approve the financial statements for the financial year ending 31 December 2028.”
D. Item 2.5 on the Agenda – “Determination of the remuneration of the members of the Board of Directors”
The undersigned, having considered Article 26, paragraph 1, of the Articles of Association of CY4GATE, which provides that:
“The members of the board of directors shall be entitled to reimbursement of expenses incurred in the performance of their duties and to remuneration determined by the ordinary shareholders’ meeting at the time of appointment, pursuant to Article 2389, paragraph 1, of the Italian Civil Code.”
as well as the provisions of paragraph 2 thereof:
“The shareholders’ meeting may determine a total amount for the remuneration of all directors, including those vested with special offices, to be allocated by the board of directors, in accordance with the law, among its members, also depending on participation in any committees established within the board, pursuant to Article 2389, paragraph 3, second sentence, of the Italian Civil Code.”
proposes that the Shareholders determine the total annual gross amount of EUR 320,000 as remuneration for all directors, including those vested with special offices, to be allocated by resolution of the Board of Directors pursuant to Article 2389, paragraph 3, of the Italian Civil Code, in addition to the reimbursement of expenses incurred in and as a result of the performance of their duties.
Dear Shareholders,
PROPOSAL FOR RESOLUTIONS SUBMITTED BY ELETTRONICA S.P.A. - COURTESY TRANSLATION
if you agree with the above proposal, you are invited to adopt the following resolution:
“The Shareholders’ Meeting of CY4GATE S.p.A., having acknowledged the statement made by the Chairman and the proposal for resolution submitted by the shareholder Elettronica S.p.A.,
resolves
to determine the total annual gross amount of EUR 320,000 (three hundred twenty thousand/00) as remuneration for all directors, including those vested with special offices, to be allocated by resolution of the Board of Directors pursuant to Article 2389, paragraph 3, of the Italian Civil Code, in addition to the reimbursement of expenses incurred in and as a result of the performance of their duties.”
E. Item 3.1 on the Agenda – “Determination of the number of members”
The undersigned, having considered Article 27, paragraph 2, of the Articles of Association of CY4GATE, which provides that:
“The shareholders’ meeting shall appoint the board of statutory auditors, composed of a minimum of three (3) and a maximum of five (5) standing auditors and two (2) alternate auditors, shall appoint the chairman thereof and shall determine the remuneration for the entire term of office.”
proposes that the Shareholders determine the composition of the Company’s Board of Statutory Auditors as three (3) Standing Auditors and two (2) Alternate Auditors.
Dear Shareholders, if you agree with the above proposal, you are invited to adopt the following resolution:
“The Shareholders’ Meeting of CY4GATE S.p.A., having acknowledged the statement made by the Chairman and the proposal for resolution submitted by the shareholder Elettronica S.p.A.,
resolves
to determine the number of members of the Board of Statutory Auditors of CY4GATE S.p.A. as three (3) Standing Auditors and two (2) Alternate Auditors.”
PROPOSAL FOR RESOLUTIONS SUBMITTED BY ELETTRONICA S.P.A. - COURTESY TRANSLATION
F. Item 3.4 on the Agenda – “Determination of the remuneration of the members of the Board of Statutory Auditors”
The undersigned, having considered Article 27, paragraph 2, of the Articles of Association of CY4GATE, which provides that:
“The shareholders’ meeting shall appoint the board of statutory auditors, composed of a minimum of three (3) and a maximum of five (5) standing auditors and two (2) alternate auditors, shall appoint the chairman thereof and shall determine the remuneration for the entire term of office.”
proposes that the Shareholders determine the annual gross remuneration as follows:
- EUR 30,000 for the Chairman of the Board of Statutory Auditors; and
- EUR 20,000 for each Standing Auditor,
in addition to the reimbursement of expenses incurred in and as a result of the performance of their duties
Dear Shareholders, if you agree with the above proposal, you are invited to adopt the following resolution:
“The Shareholders’ Meeting of CY4GATE S.p.A., having acknowledged the statement made by the Chairman and the proposal for resolution submitted by the shareholder Elettronica S.p.A.,
resolves
to determine the annual gross remuneration in the amount of EUR 30,000 (thirty thousand/00) for the Chairman of the Board of Statutory Auditors and EUR 20,000 (twenty thousand/00) for each Standing Auditor, without prejudice to the reimbursement of expenses incurred in and as a result of the performance of their duties.”
An intermediary’s certificate attesting to the ownership by the undersigned of the CY4GATE shares referred to above is also enclosed herewith.
By this letter, the undersigned requests the Company to carry out all actions, including disclosure obligations, relating and/or connected to the submission of the above proposals for resolution, within the time limits and in accordance with the procedures provided for by applicable laws and regulations.
2 April 2026
Elettronica S.p.A.
PROPOSAL FOR RESOLUTIONS SUBMITTED BY ELETTRONICA S.P.A. - COURTESY TRANSLATION
Intermediario
BANCA PATRIMONI SELLA & C. S.P.A.
Piazza C.L.N., 255 – 10123 TORINO (TO)
CERTIFICAZIONE DI PARTECIPAZIONE AL SISTEMA
DI GESTIONE ACCENTRATA MONTE TITOLI S.P.A.
(D.Lgs. 24 febbraio 1998, n. 58 e D.Lgs. 24 giugno 1998, n. 213)
Data di rilascio certificazione: 02/04/2026
| N° prog. annuo | Codice cliente |
|---|---|
| 2026C0002 | 1 |
ELETTRONICA - SOCIETA' PER AZIONI
VIA TIBURTINA KM.13 700
0 ROMA (RM)
Richiedente: ELETTRONICA - SOCIETA' PER AZIONI
| Luogo: | ROMA |
|---|---|
| Data di nascita | 02/05/1951 |
| Codice fiscale: | 0421830589 |
Questa certificazione, con efficacia fino a/al 01/07/2026 attesta la partecipazione del richiedente al sistema di gestione accentrata con i seguenti strumenti finanziari:
| CODICE | DESCRIZIONE STRUMENTI FINANZIARI | QUANTITA' |
|---|---|---|
| IT0005412504 | AZ.CY4GATE | 9.045.912 |
Dettagli aggiuntivi / annotazioni sugli strumenti finanziari:
Certificazione di proprietà
Certificazione rilasciata per l'esercizio del seguente diritto:
Per la nomina del consiglio di amministrazione art. 147 Ter del TUF.
BANCA PATRIMONI
Dirigente Tesoreria e Servizi
Marco Mangani
Intermediario
BANCA PATRIMONI SELLA & C. S.P.A.
Piazza C.L.N., 255 – 10123 TORINO (TO)
CERTIFICAZIONE DI PARTECIPAZIONE AL SISTEMA
DI GESTIONE ACCENTRATA MONTE TITOLI S.P.A.
(D.Lgs. 24 febbraio 1998, n. 58 e D.Lgs. 24 giugno 1998, n. 213)
Data di rilascio certificazione: 02/04/2026
| N° prog. annuo | Codice cliente |
|---|---|
| 2026C0002 | 2 |
ELETTRONICA - SOCIETA' PER AZIONI
VIA TIBURTINA KM.13 700
0 ROMA (RM)
Richiedente: ELETTRONICA - SOCIETA' PER AZIONI 0
| Luogo: | ROMA |
|---|---|
| Data di nascita | 02/05/1951 |
| Codice fiscale: | 0421830589 |
Questa certificazione, con efficacia fino a/al 01/07/2026 attesta la partecipazione del richiedente al sistema di gestione accentrata con i seguenti strumenti finanziari:
| CODICE | DESCRIZIONE STRUMENTI FINANZIARI | QUANTITA' |
|---|---|---|
| IT0005412504 | AZ.CY4GATE | 9.045.912 |
Dettagli aggiuntivi / annotazioni sugli strumenti finanziari:
Certificazione di proprietà
Certificazione rilasciata per l'esercizio del seguente diritto:
Deposito di liste per la nomina di sindaci (art. 148 TUF).
BANCA PATRIMONI
Dirigente Tesoreria e Servizi
Marco Mangani