Creactives Group SpA: Resolutions of the Board of Directors of 4 November 2022

[ Report ]

Verona (pta014/04.11.2022/12:14) - Verona, November 4, 2022. Creactives Group S.p.A. (" Creactives Group " or the " Company ") (ISIN IT0005408593 - ticker: CREG ), an international company that develops Artificial Intelligence technologies to address real-life business problems in the Supply Chain, announces that today the Board of Directors has convened the Ordinary and Extraordinary Shareholders' Meeting, on first call, for November 23, 2022, at 11.00 a.m. and, on second call, for November 24, 2022, at the same time, to deliberate on:

* in the ordinary session , (a) the admission of the Company's shares to trading on Euronext Growth Milan (" EGM "), possibly Professional Segment (" PRO Segment ") and (b), subject to the enlargement of the number of directors from 3 to 4, the appointment of a director who meets the independence requirements set forth in Article 148, paragraph 3, TUF, whose effectiveness is subject to the Company's admission on EGM, as well as the determination of the remuneration to be attributed to the same;
* in extraordinary session , (a) the adoption of a new text of Articles of Association, the effectiveness of which will be subject to the Company's admission on EGM, possibly PRO Segment, as well as (b) the amendment of the authorization to increase the share capital granted by the Extraordinary Shareholders' Meeting to the Board of Directors on October 28, 2020, and (c) the revision of the terms and conditions for the granting of bonus shares by providing that they will be granted to all those who will have uninterruptedly held the shares resulting from the conversion of the convertible bond from the date of the start of trading on the Vienna Multilateral Trading System (May 20, 2020) until the second working day following the registration of the shareholders' resolution.

The Board of Directors proposes to the Shareholders' Meeting to approve the admission of the Company's shares to the EGM multilateral trading system, so as to increase the Company's standing and visibility, attract new investors, as well as benefit from the possible increased liquidity of the stock.

In any case, it should be noted that it cannot be ruled out that the listing on the Professional Segment may take place through a mere just listing.

The approval of the admission of the Company's shares on EGM, possibly Professional Segment, then makes the adoption of the further resolutions submitted to the Shareholders' Meeting necessary and appropriate.

The Articles of Association whose approval is proposed, the effectiveness of which will, in any case, be subject to the Company's admission on EGM, in fact, includes the provisions required by the Euronext Growth Milan Issuers' Regulations (" EGM Regulations "), as well as certain provisions that constitute best practices within the financial markets, as such functional to a better valorization of the Company in its relationship with investors.

The proposal to amend the authorization to increase the share capital granted by the Extraordinary Shareholders' Meeting to the Board of Directors on October 28, 2020, and consequently Article 5 of the Articles of Association, so as to provide for additional criteria for determining the price of newly issued shares, is aimed at enabling the identification of the best price and thus the successful completion of the admission transaction. On the other hand, the proposed revision of the terms and conditions for the allocation of bonus shares is aimed at completing the pending extraordinary transactions, also in view of the Company's admission on EGM - Professional Segment.

Documents related to the call of the Shareholders' Meeting will be made available to shareholders on the Company's website in the Investor Relations section.

This press release is available in the Investor Relations section at https://www.creactivesgroup.com/

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