Verona, October 13, 2025. Creactives Group S.p.A. (“Creactives” or the “Company”) (ISIN IT0005408593 – ticker: CREG), an international company and fiscally eligible 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, announces that on October 10, 2025, the notice of call for the ordinary and extraordinary shareholders’ meeting has been published on its website www.creactives.com (Investor Relations/Shareholders’ meetings section), 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 “Company”) is convened in ordinary and extraordinary session at the registered office in Verona, Via Enrico Fermi n. 4, or by means of telecommunications that guarantee the identification of participants, their participation, and the exercise of voting rights, on October 27, 2025, at 2:00 p.m., in first call, and, if necessary, in second call on October 29, 2025, at the same time, to discuss and deliberate on the following
Agenda
Ordinary Part
- Approval of the financial statements for the year ended June 30, 2025, accompanied by the management report, the report of the Board of Statutory Auditors, and the report of the Independent Auditors. Presentation of the Group’s consolidated financial statements for the year ended June 30, 2025. Related and consequent resolutions.
- Allocation of the operating result. Related and consequent resolutions.
- Appointment of the Board of Directors.
3.1 Determination of the number of members of the Board of Directors.
3.2 Determination of the term of office of the Board of Directors.
3.3 Appointment of the members of the Board of Directors.
3.4 Appointment of the Chairman of the Board of Directors.
3.5 Determination of the remuneration of the members of the Board of Directors. - Approval of a stock option plan called “Piano di stock option Creactives Group 2025-2030”. Related and consequent resolutions.
Extraordinary Part
- Proposal to increase the share capital with the exclusion of option rights, pursuant to Article 2441, paragraphs 5 and 6, of the Italian Civil Code, for a maximum total amount of Euro 340.095, including share premium, and through the issue of a maximum of 680.190 new ordinary shares without par value to service the stock option plan called “Piano di stock option Creactives Group 2025-2030”. Related and consequent resolutions.
- Proposal to grant the Board of Directors a mandate, pursuant to 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, including share premium, even with the exclusion of option rights or free of charge, also pursuant to Article 2441, paragraphs 4, 5, and 8, and Article 2349 of the Italian Civil Code. Related and consequent resolutions.
1. Information for Shareholders
The Company’s share capital amounts to Euro 288.356 and is divided into 13.142.000 ordinary shares, without indication of nominal value, each of which entitles the holder to one vote. As of today, the Company does not hold any treasury shares.
2. Entitlement to attend and vote at the Shareholders’ Meeting
Pursuant to Article 21 of the Bylaws and Article 83-sexies of Legislative Decree No. 58 of February 24, 1998 (“TUF”), the right to attend the Shareholders’ Meeting is certified by a communication to the Company, made by an intermediary authorized to keep the accounts on which the financial instruments are registered in accordance with the law and in accordance with its accounting records, issued in favor of the person entitled to vote. The communication is made on the basis of evidence relating to the end of the accounting day of the seventh trading day prior to the date set for the Shareholders’ Meeting (i.e., October 16, 2025).
Credits and debits made to the accounts of intermediaries after this deadline shall not be taken into account for the purposes of determining eligibility to exercise voting rights at the Shareholders’ Meeting.
The intermediary’s notification must be received by the Company by the end of the third trading day prior to the date set for the Shareholders’ Meeting and, therefore, by October 22, 2025.
However, the right to attend and vote remains valid if the communications are received by the Company after the aforementioned deadline, provided that they are received before the start of the Shareholders’ Meeting. Please note that the communication to the Company is made by the intermediary at the request of the person entitled to vote. There are no procedures for secret, postal, or electronic voting.
Without prejudice to the foregoing, persons entitled to attend the Shareholders’ Meeting may also do so by means of telecommunications that allow their identification, in accordance with the procedures communicated to them individually upon request to be sent to the Company’s email address info@creactivesgroup.com, in compliance with the applicable regulations for such cases, without the need for the Chairman and the Secretary to be in the same place.
3. Voting by proxy and granting of proxy
Any person entitled to attend the meeting may be represented by written proxy, in compliance with current legislation, by signing the proxy form included at the bottom of the copy of the above-mentioned communication issued by the intermediary; alternatively, the proxy form available at the company’s registered office at Via Enrico Fermi 4, 37135 Verona, and/or on the company’s website www.creactives.com may be used. If the representative delivers or sends a copy of the proxy to the Company, they must certify, under their own responsibility, that the proxy is a true copy of the original and that it accurately reflects the identity of the person granting the proxy. The proxy must be sent to the Company by email to info@creactivesgroup.com.
4. Right to ask questions before the Meeting and right to request additions to the agenda of the Meeting
Pursuant to Article 12 of the Bylaws, shareholders representing at least 10% of the share capital with voting rights at the ordinary meeting may request, within five days of the publication of the notice of call of the meeting, the addition of items to be discussed, indicating the additional items proposed in the request. The supplementary notice of the agenda shall also be published in at least one of the newspapers indicated in the Articles of Association, no later than the seventh day prior to the date of the meeting on first call. Requests for additions to the agenda must be accompanied by a report explaining the additional items to be discussed, which must be filed 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 meeting deliberates, 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 additions and the related explanatory report may be sent to the email address info@creactivesgroup.com.
Shareholders may ask questions on the items on the agenda even before the meeting by sending them to the email address info@creactivesgroup.com. Questions must be accompanied by a specific certification issued by the intermediaries with whom the shareholder’s shares are deposited or, alternatively, by the same communication required for participation in the meeting.
Questions must be submitted by the record date (i.e., by October 16, 2025). Questions received by the deadline will be answered by October 24, 2025, including through publication in the appropriate section of the Company’s website.
The Company may provide a single response to requests with the same content.
The Company will not respond to questions that do not comply with the above terms and conditions.
5. Appointment of members of the Board of Directors
With regard to item 3 of the Agenda, please note that those entitled to submit lists of candidates for the position of Director must do so no later than the 7th (seventh) day prior to the date of the Shareholders’ Meeting in first call (i.e., October 20, 2025), under penalty of forfeiture, and exclusively by sending them to the Company’s certified email address postacertificata@pec.creactivesgroup.eu. The lists, accompanied by the professional CVs of the designated persons (and the documentation required by the Articles of Association) and signed by the Shareholders who submitted them, must therefore be sent in advance to the Shareholders’ Meeting in the manner described above, together with documentation certifying the status of Shareholders of those who submitted them. Within the same deadline, declarations must be filed in which the individual candidates accept their candidacy and declare, under their own responsibility, the absence of any causes of ineligibility or incompatibility provided for by law, as well as the existence of any requirements prescribed by law and applicable regulations and the possession of any independence requirements provided for in Article 148, paragraph 3, of the Consolidated Law on Finance, as referred to in Article 147-ter, paragraph 4, of the Consolidated Law on Finance, where indicated as independent directors. The Company will make the lists received within the statutory deadlines available to the market no later than the 5th (fifth) day prior to the date of the Shareholders’ Meeting in first call by publishing them on its website www.creactives.com, in the Investor Relations section. Lists submitted without compliance with the above provisions will be considered as not submitted.
6. Documentation
The documentation relating to the items on the agenda will be made available to the public at the registered office in Via Enrico Fermi 4, 37135 Verona, on the Company’s website www.creactives.com, in the Investor Relations section, and by any other means provided for by applicable laws and regulations.
Creactives Group S.p.A. hereby informs that an extract of this notice of call was published in the daily newspaper “Italia Oggi” on October 10, 2025.
DOWNLOAD THE PRESS RELEASE (EN)
DOWNLOAD THE PRESS RELEASE (IT)
NOTICE OF CALL OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING (IT – full version)
DOWNLOAD THE “MODULO DI DELEGA PER LA RAPPRESENTANZA IN ASSEMBLEA”
DOWNLOAD THE “PARERE DEL COLLEGIO SINDACALE AI SENSI DELL’ART. 2441 – COMMA 6 – DEL CODICE CIVILE”
DOWNLOAD THE “PROGETTO DI BILANCIO SEPARATO E CONSOLIDATO AL 30 GIUGNO 2025”
DOWNLOAD THE LIST FOR THE APPOINTMENT OF THE BOARD OF DIRECTORS (List number one)