Creactives Group SpA: Publication of Notice of Call of the Shareholders' Meeting

[ Report ]

Bologna (pta016/08.10.2020/11:00) - Bologna, October 08, 2020. Creactives Group S.p.A. ("Creactives Group") (ISIN IT0005408593 - ticker: CREG), an international company that develops Artificial Intelligence technologies to address real-life business problems in the Supply Chain, announces that the Shareholders' Meeting will be held on 28 October 2020 at 5.30 p.m., at the local office in Verona, Via Enrico Fermi 4, or by means of telecommunications that guarantee the attendees' identification, participation and exercise of their voting rights pursuant to Article24 of the Articles of Association, and Article 2370, paragraph 4, of the Italian Civil Code and Article106, paragraph 2, of Legislative Decree No. 18/2020, at the following link https://us02web.zoom.us/j/84485359226 (to obtain the password to attend the Shareholders' Meeting, send a request to the company's email address info@creactivesgroup.com), to discuss and resolve on the following

AGENDA

Ordinary resolutions
1. Financial Statements as at 30 June 2020: Reports and resolutions pursuant to Article 2364 of the Italian Civil Code and presentation of the Consolidated Financial Statements as at 30 June 2020;
2. Appointment of Statutory Auditors to cover current vacancies in the Board, appointment of an external auditor and determination of their remuneration;
3. Proposal for authorisation to purchase and allocate own shares;
4. Directors' fees;
5. Miscellaneous.

Extraordinary resolutions
1. Proposal to authorise the Board of Directors, in accordance with Articles 2443 and 2420-ter of the Italian Civil Code, to increase the share capital and issue convertible bonds, up to a maximum of Euro 20.000.000,00 (twenty million/00), including with the exclusion of option rights or as a capital increase without contribution by the shareholders, also in accordance with Article 2441, paragraphs 4, 5 and 8, and Article 2349 of the Italian Civil Code. Relevant and ensuing resolutions;
2. Transfer of the registered office;
3. Amendments to the Articles of Association following the resolutions of the Shareholders' Meeting;
4. Any other business.

Procedures for attending the Shareholders' Meeting in accordance with the provisions of the law and the Articles of Association.

1. Information for shareholders

The Company's share capital amounts to Euro 259.896 and is divided into 10.920.000 ordinary shares, with no par value, each of which gives the right to one vote.

2. Entitlement to attend and vote at the Shareholders' Meeting

Pursuant to Article 21 of the Articles of Association, entitlement to attend the Shareholders' Meeting is certified by notice to the Company, issued by an intermediary authorised to keep accounts on which financial instruments are registered pursuant to the law, based on the relevant accounting records, in favour of the person entitled to vote. The notice is made on the basis of evidence relating to the end of the accounting day of the seventh trading day prior to the date of the Shareholders' Meeting (i.e., 19 October 2020).

Credit and debit entries made in the accounts of intermediaries after this deadline are not relevant for the purposes of entitlement to vote at the Shareholders' Meeting.

The intermediary's notice must be delivered to the Company by the end of the third trading day prior to the date of the Shareholders' Meeting (i.e., by 23 October 2020).

The right to participate and vote is without prejudice when the notices are received by the Company after the aforesaid deadline, provided that they are received before the beginning of the Shareholders' Meeting. The notice to the Company must be made by the intermediary at the request of the person entitled. There shall be no secret voting procedures, whether by correspondence or by electronic means.

3. Proxies and proxy voting

If those entitled, as identified in point 2 above, intend to vote by proxy, they can find the relevant forms at the registered office in Via Alberto Calda 10, 40135 Bologna, and/or on the Company's website, https://www.creactivesgroup.com/. Once completed, proxy forms should be sent by e-mail to info@creactivesgroup.com.

4. Documentation

The documentation relating to the items on the agenda, as provided for by current legislation, will be made available to Shareholders, and to those who have a right to vote, at the registered office at Via Alberto Calda 10, 40135 Bologna, Italy, and published on the Company's website https://www.creactivesgroup.com/, in accordance with the law.

The Chairman of the Board of Directors
(Mr. Paolo Gamberoni)

Creactives Group S.p.A. informs that the Notice of Call of the Shareholders' Meeting has been published on "Gazzetta Ufficiale", Parte II n. 118 of 8 October 2020 and on the Company's website https://www.creactivesgroup.com/.

(Ende)