Creactives Group SpA: Publication of Notice of Call of Ordinary and Extraordinary Shareholders' Meeting

[ Report ]

Verona (pta019/07.11.2022/11:02) - Verona, November 07, 2022. 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 Ordinary and Extraordinary Shareholders' Meeting will be held on November 23, 2022, at 11 a.m., on first call and, if necessary, on second call on November 24, 2022, at the same time, 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 Article 24 of the Articles of Association, and Article 2370, paragraph 4, of the Italian Civil Code at the link https://us02web.zoom.us/j/82855966664 – valid for the first call – and at the link https://us02web.zoom.us/j/86764220243 – valid for the second call – (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 Part

* Review and approval of admission to trading of the Company's shares on Euronext Growth Milan, possibly Professional Segment. Granting of powers in relation to the Company's listing project on Euronext Growth Milan, possibly Professional Segment. Related and consequent resolutions;
* Extension of the number of directors from 3 to 4; appointment of a director who meets the independence requirements of Article 148, paragraph 3, TUF, effective as of the date of admission to trading on Euronext Growth Milan; determination of remuneration. Related and consequent resolutions.

Extraordinary Part

* Adoption of a new text of Bylaws whose effectiveness will be subject to the Company's admission to trading Euronext Growth Milan, possibly Professional Segment. Related and consequent resolutions;
* Review of the terms and conditions for the award of bonus shares. Amendment to the resolution of the extraordinary shareholders' meeting passed on March 11, 2020. Related and consequent resolutions;
* Amendment of the proxy to increase the share capital granted by the extraordinary shareholders' meeting to the board of directors on October 28, 2020. Related and consequent resolutions.

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. As of today's date, the Company holds no treasury shares.

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 authorized to keep accounts on which financial instruments are registered pursuant to the law, based on the relevant accounting records, in favor 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., 14 November 2022 ).

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 18 November 2022 ).

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 Piazzale Cadorna 6, 37126 Verona, 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. Increase in the number of Directors; appointment of a director in possession of the independence requirements provided for by Article 148, paragraph 3, TUF

If one or more Shareholders wish to submit nominations for the appointment of the new member of the Board of Directors, the said nominations must be sent to the email address postacertificata@pec.creactivesgroup.eu preferably by the seventh day prior to the date of the first call scheduled for the Shareholders' Meeting (i.e., by 16 November 2022 ). The candidacies must be accompanied by: i) professional curriculum vitae of the candidates; ii) a declaration in which the candidates accept the candidacy and certify, under their own responsibility, the non-existence of causes of ineligibility and/or incompatibility, as well as the possession of the requirements prescribed by law and by the Articles of Association for assuming the office; iii) an indication of the administration and control positions held in other companies; iv) a document issued by MIT SIM S.p.A. (Euronext Growth Advisor of the Company) certifying that the independent candidate has been previously identified or positively evaluated. In order to obtain the issuance of this document, the documents referred to in the above points must be forwarded to MIT SIM S.p.A. to the email address mitsim@legalmail.it and also to francesca.martino@mitsim.it.

5. 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 Piazzale Cadorna 6, 37126 Verona, Italy, and published on the Company's website https://www.creactivesgroup.com/, in accordance with the law.

Creactives Group S.p.A. informs that an excerpt of this Notice of Call of the Shareholders' Meeting was published today in "Italia Oggi".

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

(Ende)