Verona, October 9, 2024. Creactives Group S.p.A. (“Creactives Group” or the “Company”) (ISIN IT0005408593 – ticker: CREG), an international company and Innovative SME, listed on Euronext Growth Milan – Professional Segment (“Euronext Growth Milan Pro”), that develops Artificial Intelligence technologies to address real-life business problems in the Supply Chain, informs of the publication today of the notice of call of the ordinary and extraordinary shareholders’ meeting on its website www.creactivesgroup.com (Investor Relations Section/Shareholders’ meetings) on the website www.borsaitaliana.it and, in excerpt, in the daily newspaper “Italia Oggi”.
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The Shareholders’ Meeting of Creactives Group S.p.A. (“Creactives Group” or the “Company”) is convened in ordinary and extraordinary session at the local unit in Verona, Via Enrico Fermi No. 4, or by means of telecommunications that ensure the identification of participants, their attendance and the exercise of voting rights, on October 28, 2024 at 3:00 p.m., on first call, and, if necessary, on second call on October 31, 2024, at the same time, to discuss and resolve on the following
Agenda
Ordinary Part
- Approval of the financial statements as of June 30, 2024, accompanied by the management report, the report of the Board of Statutory Auditors and the Independent Auditors. Presentation of the Group’s consolidated financial statements as of June 30, 2024. Related and consequent resolutions.
- Allocation of the operating result. Related and consequent resolutions.
- Integration of the compensation assigned to the Board of Statutory Auditors by the shareholders’ meeting of October 25, 2023. Related and consequent resolutions.
- Integration of the Auditing Company’s compensation for the statutory audit assignment. Related and consequent resolutions.
Extraordinary Part
- Presentation and approval of the merger project of the wholly owned subsidiary Creactives S.p.A. into Creactives Group S.p.A.. Consequent proposal to expand the corporate purpose (Article 3 of the bylaws). Related and consequent resolutions.
- Amendments to Articles 13, 14 and 19 of the bylaws. Related and consequent resolutions.
1. Information for Shareholders
The Company’s share capital amounts to 274.956 euros and is divided into 12.472.000 ordinary shares, no par value indicated, 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 and Article 83-sexies of Legislative Decree No. 58 of February 24, 1998 (“TUF”), the entitlement to participate in the Shareholders’ Meeting is attested by a communication to the Company, made by an intermediary authorized to keep accounts on which financial instruments are registered pursuant to and within the terms of the law, in accordance with its accounting records, issued 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. October 17, 2024).
Credit and debit entries made to the accounts of intermediaries after this deadline are irrelevant for the purpose of eligibility to exercise voting rights at the Shareholders’ Meeting.
The notice from the intermediary must be received by the Company by the end of the third trading day prior to the date of the Shareholders’ Meeting and, therefore, by October 23, 2024.
However, the entitlement to attend and vote remains intact if the communications are received by the Company after the aforementioned deadline, provided that they are received before the beginning of the Shareholders’ Meeting. Please note that the communication to the Company is 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.
Notwithstanding the foregoing, attendance at the Shareholders’ Meeting by those entitled to attend may also take place by means of telecommunications that enable their identification, in the manner communicated to them individually upon request to be transmitted to the Company’s e-mail address info@creactivesgroup.com, in compliance with the applicable regulatory provisions for such occurrence, without the need for the Chairman and Secretary to be in the same place.
3. Proxies and proxy voting
Any person entitled to attend the Shareholders’ Meeting may be represented by means of a written proxy, in compliance with current regulations, by signing the proxy inserted at the bottom of the copy of the above-mentioned notice issued by the intermediary; alternatively, the proxy form available at the registered office at Piazzale Cadorna 6, 37126 Verona, and/or on the Company’s website www.creactivesgroup.com may be used. If the representative delivers or transmits a copy of the proxy to the Company, he/she must certify under his/her own responsibility the conformity of the proxy to the original and the identity of the delegating party. The proxy must be transmitted to the Company by electronic communication to the e-mail address info@creactivesgroup.com.
4. Right to ask questions before the Shareholders’ Meeting and right to request integration of the Shareholders’ Meeting agenda
Pursuant to Article 12 of the Articles of Association, shareholders representing at least 10% of the share capital entitled to vote in the ordinary shareholders’ meeting may request, within five days of the publication of the notice of the meeting, to add the items to be discussed, indicating in the request the additional items proposed. The supplementary notice of the agenda shall also be published in at least one of the newspapers specified in the Articles of Association, at the latest by the seventh day prior to the date of the meeting on first call. Requests for additions to the agenda must be accompanied by an explanatory report of the additional items to be discussed, which must be deposited at the registered office by the deadline for submitting the request for additions. Additions to the agenda are not permitted for items on which the shareholders’ meeting resolves, in accordance with the law, on the proposal of the directors or on the basis of a draft or report prepared by them.
The request for integration and the accompanying explanatory report can be sent to the e-mail address info@creactivesgroup.com.
Shareholders may ask questions on the items on the agenda even before the meeting by sending them to the e-mail address info@creactivesgroup.com. Questions must be accompanied by appropriate certification issued by the intermediaries with whom the shares owned by the shareholder are deposited or, alternatively, by the same notice required for participation in the Shareholders’ Meeting.
Questions must be submitted by the record date deadline (i.e. by October 17, 2024). Questions received by the specified deadline will also be answered by October 25, 2024 by publication in the appropriate section of the Company’s website.
The Company may provide a single answer to questions having the same content.
The Company will not give feedback to questions that do not comply with the above procedures, terms and conditions.
5. Documentation
Documents relating to the items on the agenda will be made available to the public at the Company’s registered office at Piazzale Cadorna 6, 37126 Verona, on the Company’s website https://www.creactivesgroup.com/, Investor Relations section, and in any further manner required by applicable laws and regulations.
Creactives Group S.p.A. informs that an excerpt of this notice of call was published in the daily newspaper “Italia Oggi” today.
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NOTICE OF CALL OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING (IT – full version)
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DOWNLOAD THE “PROGETTO DI BILANCIO SEPARATO E CONSOLIDATO AL 30 GIUGNO 2024”