Cyberoo S.p.A.
Via Brigata Reggio, 37 42124, Reggio Emilia Share Capital: €1,035,432.35 Tax Code and VAT Number: 04318950286
www.cyberoo.com
info@cyberoo.com
amministrazione@pec.cyberoo.com
Tel: +39 0522 388111
NOTICE OF CONVOCATION OF THE ORDINARY SHAREHOLDERS' MEETING OF CYBEROO S.P.A.
The Shareholders' Meeting of Cyberoo S.p.A. ("Company" or "Cyberoo") is hereby convened, in ordinary session, on first call, for July 28, 2026, at 11:00 AM, and, if necessary, on second call, for July 29, 2026, at the same time, to discuss and resolve on the following:
Agenda
1. Approval of the financial statements for the year ended March 31, 2026, accompanied by the Report of the Board of Directors, the Board of Statutory Auditors, and the Audit Firm. Presentation of the consolidated financial statements for the year ended March 31, 2026. Related and consequent resolutions.
2. Allocation of the financial year's result. Related and consequent resolutions.
Pursuant to Article 16 of the Company's Articles of Association, the Meeting will be held exclusively through the representative designated by the Company and by means of telecommunication that ensure the identification of participants, their participation, and the exercise of voting rights, without the need for the chairman and the recording secretary to be in the same location, as specified below.
Share Capital
As of the date of this notice of convocation, the Company's share capital amounts to Euro 1,035,432.35 and is divided into 41,417,294 ordinary shares with no nominal value indicated. Each share grants one vote in the ordinary meetings of the Company. As of today, the Company holds 566,211 treasury shares.
Participation in the Meeting
Pursuant to Article 16 of the Company's Articles of Association, those in whose favor a specific communication has been received by the Company, made by an authorized intermediary based on accounting records as of the close of business on the seventh open market day preceding the date set for the Meeting on first call, i.e., July 17, 2026 ("Record Date"), are entitled to attend the Meeting and exercise their voting rights – exclusively through the representative designated by the Company. Credits or debits made to accounts after this date are not relevant for the purpose of entitlement to exercise voting rights at the Meeting. Therefore, those who are shareholders after the aforementioned record date will not be entitled to attend and vote at the Meeting in the manner established by this notice of convocation.
Pursuant to Article 83-sexies, paragraph 4, of the TUF (Consolidated Law on Finance), the communication from the intermediary must reach the Company by the end of the 3rd (third) open market day preceding the date set for the Meeting on first call (i.e., by July 23, 2026), without prejudice to the entitlement to attend and vote through the designated representative if the communication reaches the Company after the aforementioned deadline, provided it is received before the start of the meeting proceedings. The communication to the Company is made by the intermediary upon request of the person entitled to vote.
Directors, Statutory Auditors, representatives of the Audit Firm, the secretary, the designated representative, and other individuals permitted to attend the Meeting under law and the Articles of Association, other than those entitled to vote, may attend the Meeting using remote communication means, based on instructions that will be communicated by the Company to the aforementioned individuals.
Cyberoo S.p.A.
Via Brigata Reggio, 37 42124, Reggio Emilia Share Capital: €1,035,432.35 Tax Code and VAT Number: 04318950286
www.cyberoo.com
info@cyberoo.com
amministrazione@pec.cyberoo.com
Tel: +39 0522 388111
No postal or electronic voting procedures are foreseen.
Exercise of Voting by Proxy and Company-Designated Shareholder Representative
Participation in the Meeting will be permitted to the designated representative (detailed below) and to other individuals entitled to attend, other than those entitled to vote (who must grant a proxy to the designated representative), through electronic communication means that allow for their identification and immediate participation, with connection methods to be communicated by the Company.
The Company has designated Alessandro Franzini as the Company-Designated Shareholder Representative pursuant to Article 135-undecies of Legislative Decree No. 58/98 ("Designated Representative").
Shareholders who wish to attend the Meeting must therefore grant, at no cost to them (except for any transmission or shipping costs), to the Designated Representative, in compliance with the provisions of Article 135-undecies of the TUF, a proxy – with voting instructions, on all or some of the proposed resolutions concerning the agenda items – together with an identification document and, in the case of a legal entity delegator, a document proving the powers to grant the proxy.
The proxy must be granted by signing the specific form available, with instructions for completion and submission, on the Company's website, www.cyberoo.com, section Investor Relations / Shareholders' Meetings, by the end of the second open market day preceding the date of the Meeting (i.e., July 24, 2026, or, if on second call, July 27, 2026) and will be effective only for the proposals for which voting instructions have been provided. The proxy and voting instructions are revocable within the same deadline as above, using the same methods as for granting them.
It is specified that shares for which a proxy, even partial, has been granted are counted for the purpose of the regular constitution of the Meeting. For proposals for which no voting instructions have been provided, the shares are not counted for the calculation of the majority and the capital share required for the approval of resolutions.
It is further specified that proxies and/or sub-proxies may also be granted to the Designated Representative pursuant to Article 135-novies of the TUF, in derogation of Article 135-undecies, paragraph 4, of the TUF, which, along with written voting instructions, must be sent to the Designated Representative according to the instructions on the form itself, available on the Company's website, www.cyberoo.com, section Investor Relations / Shareholders' Meetings. The proxy must be received by 6:00 PM on the day before the Meeting (i.e., July 27, 2026, or, if on second call, July 28, 2026). The proxy and voting instructions are revocable within the same deadlines and using the same methods as for their submission.
Granting proxies pursuant to Articles 135-novies and 135-undecies of the TUF does not incur any costs for the Shareholder, except for transmission or shipping costs.
From the date of publication of this Notice of Convocation, the Designated Representative will make available the telephone number 02 433371 and the email address alessandro.franzini@znr.it for information and clarifications.
No postal or electronic voting procedures are foreseen.
Cyberoo S.p.A.
Via Brigata Reggio, 37 42124, Reggio Emilia Share Capital: €1,035,432.35 Tax Code and VAT Number: 04318950286
www.cyberoo.com
info@cyberoo.com
amministrazione@pec.cyberoo.com
tel. +39 0522 388111
Right to submit individual resolution proposals before the Meeting Given that participation in the Meeting is exclusively through the Designated Representative, eligible Shareholders who wish to submit proposals for resolutions and voting on the items on the agenda for the Meeting are invited to submit them by July 16, 2026, by sending them (i) by registered mail with return receipt to the Company's registered office at Via Brigata Reggio, 37, Reggio Emilia (Ref: "Cyberoo 2026 Meeting Resolution Proposals"); or (ii) by certified email to the PEC address amministrazione@pec.cyberoo.com (Subject: "Cyberoo 2026 Meeting Resolution Proposals") in order to allow the Designated Representative to collect voting instructions, potentially also on the same proposals, along with a copy of their identification document and the documentation proving their eligibility to exercise their rights in the forms prescribed by law.
It is recommended that proposals be formulated clearly and completely, preferably accompanied by a report explaining the rationale.
Such proposals will be published without delay on the Company's website (and in any case by July 20, 2026) to enable those entitled to vote to make informed decisions, also taking into account these new proposals, and to provide the necessary instructions to the Designated Representative. For the purpose of publication, as well as in relation to the conduct of the meeting proceedings, the Company reserves the right to verify the relevance of the proposals to the agenda items, their completeness, their compliance with applicable regulations, and the eligibility of the proponents.
Right to ask questions before the Meeting Given that participation in the Meeting is exclusively through the Designated Representative, Shareholders eligible to participate in the Meeting may ask questions on the matters on the agenda by sending them to the Company by July 17, 2026, via certified email to the address amministrazione@pec.cyberoo.com. The questions must be accompanied by appropriate certification issued by the intermediaries where the shareholder's shares are held or, alternatively, by the same communication required for participation in the meeting proceedings.
Please indicate in the accompanying message a telephone number or an email address where the sender can be contacted. Questions received before the Meeting will be answered at least three days before the Meeting by publishing the answers in a dedicated section of the Company's website. The Company may provide a single response to questions with the same content.
Documentation
The documentation relating to the Meeting, including inter alia the explanatory reports on the agenda items and the related resolution proposals, as well as the financial statements and consolidated financial statements for the year ended March 31, 2026, the report of the Board of Statutory Auditors, and the report of the auditing firm, will be made available to the public, within the terms provided by current regulations, at the registered office, on the Company's website www.cyberoo.com, in the Investor Relations / Shareholders' Meetings section dedicated to this Meeting, and on the Borsa Italiana S.p.A. website, www.borsaitaliana.it, in the Shares/Documents section.
This notice of call is also published, in extract, today in the newspaper Milano Finanza.
Cyberoo S.p.A.
Via Brigata Reggio, 37 42124, Reggio Emilia Share Capital: €1,035,432.35 Tax Code and VAT Number: 04318950286
www.cyberoo.com
info@cyberoo.com
amministrazione@pec.cyberoo.com
tel. +39 0522 388111
The Company reserves the right to communicate any changes or additions to the information contained in this notice in accordance with any subsequent legislative and/or regulatory provisions, or in any case in the interest of the Company and its shareholders.
Reggio Emilia, July 10, 2026
Massimo Bonifati
Chairman of the Board of Directors