Verona, October 16, 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, following the announcement made on October 15, 2025, hereby announces that the notice of option offer pursuant to Article 2441, paragraph 2, of the Italian Civil Code has been filed today with the competent Companies Register and made available on the company’s website www.creactives.com in the “Investor Relations/Capital Increase” section, the full text of which is reproduced below.
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NOTICE OF OPTION OFFER PURSUANT TO ARTICLE 2441, PARAGRAPH 2, OF THE ITALIAN CIVIL CODE, RELATING TO THE OPTION OFFER TO SHAREHOLDERS
OF CREACTIVES GROUP S.P.A.
CAPITAL INCREASE
Creactives Group S.p.A. (“Company”) approved, by resolution of the Board of Directors on October 13, 2025 (notarized by Notary Nicola Marino, rep. no. 18983, file no. 14648, registered with the competent Verona Companies Register on October 14, 2025), in partial execution of the mandate granted pursuant to Article 2443 of the Italian Civil Code by the Extraordinary Shareholders’ Meeting of the Company on October 28, 2020, partially amended by the Shareholders’ Meeting of November 24, 2022, to increase, in a divisible manner and against payment, the share capital (“Capital Increase”), through the issue of ordinary shares to be offered as an option to shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code, with a final subscription deadline of June 30, 2026.
The approved Capital Increase provides for a divisible increase in share capital, against payment, of up to Euro 2.464.125,00, including share premium, through the issue, in one or more tranches, of up to 1.642.750 ordinary shares of the Company (“New Shares”), with no par value, having the same dividend rights and characteristics as the ordinary shares in circulation (“Offer”).
The subscription price of the New Shares has been set at Euro 1,50 (including share premium) for each New Share, and the option ratio has been determined as 1 New Share for every 8 outstanding shares.
DESCRIPTION OF THE OFFER:
The Offer consists of an option offer to the Company’s shareholders for a maximum of 1.642.750 New Shares for a total maximum value of Euro 2.464.125,00, at the offer price indicated below, based on an option ratio of 1 New Share for every 8 shares held.
PRICE OF THE NEW SHARES
The offer price for each of the New Shares is Euro 1,50 (including share premium).
CHARACTERISTICS OF THE NEW SHARES
The New Shares will have regular dividend rights and will therefore be fungible with the Company’s ordinary shares traded on Euronext Growth Milan – Professional Segment, a multilateral trading facility organized and managed by Borsa Italiana S.p.A. (“Euronext Growth Milan Pro”). The New Shares will be subject to dematerialization pursuant to Legislative Decree 58/1998 and related implementing regulations, and will be entered into the centralized management system managed by Monte Titoli S.p.A. (“Monte Titoli”).
The option rights valid for the subscription of the New Shares (“Option Rights”) have been assigned the ISIN code IT0005674780.
OFFER PERIOD AND SUBSCRIPTION PROCEDURES
The Option Rights for the subscription of the New Shares will be made available to those entitled through Monte Titoli. The ex-date for the Option Rights is October 20, 2025. The Option Rights must be exercised, under penalty of forfeiture, during the Offer Period established between October 20, 2025, and November 6, 2025, inclusive (“Offer Period”). The same option rights will be tradable on Euronext Growth Milan Pro from October 20, 2025, to October 31, 2025, inclusive.
Option rights valid for the subscription of New Shares not exercised by the end of the Offer Period will be offered by the Company, with ISIN code IT0005674772, on Euronext Growth Milan Pro within one month of the end of the Option Period, for at least two trading days and unless they have already been sold in full, pursuant to Article 2441, paragraph 3, of the Italian Civil Code. The start and end dates of the offer period on Euronext Growth Milan Pro will be communicated to the public by means of a specific notice.
Acceptance of the Offer shall be irrevocable and may not be subject to conditions.
Acceptance of the Offer must be made using a specific acceptance form, which must be completed, signed, and delivered to the authorized intermediary participating in the centralized management system operated by Monte Titoli. Intermediaries will be required to provide the relevant instructions to Monte Titoli by 2:00 p.m. on November 6, 2025. Therefore, each subscriber must submit a specific subscription request in the manner and within the deadline communicated by their depositary intermediary to ensure compliance with the above deadline.
PAYMENT AND DELIVERY OF NEW SHARES
Full payment and transfer of the New Shares will take place once the process for the related settlement has been completed. The Company does not charge subscribers any additional fees or expenses.
New Shares subscribed by the end of the Option Period will be credited to the accounts of intermediaries participating in the centralized management system operated by Monte Titoli at the end of the settlement phase on the last day of the Option Period, with availability on the same date.
RECIPIENTS OF THE OFFER
The Offer is addressed, without distinction and on equal terms, to all holders of shares in the Company, without limitations or exclusions of the option right.
The New Shares covered by the Offer are offered for subscription exclusively to holders of shares in the Company, and the Offer is promoted exclusively in Italy.
The New Ordinary Shares and the related Option Rights have not been and will not be registered under the United States Securities Act of 1933, as amended, in force in the United States of America, nor under the corresponding regulations in force in Australia, Canada, Japan, and in the other countries, as defined below, and may not therefore be offered, sold, or otherwise delivered, directly or indirectly, in the United States of America, Canada, Japan, Australia, or in the other countries. No financial instrument may be offered or traded in the United States of America, Australia, Canada, Japan or other countries without specific registration in accordance with applicable legal provisions or exemption from such provisions.
The Offer is therefore not directed, directly or indirectly, and may not be accepted, directly or indirectly, in or from the United States of America, Canada, Australia, Japan, or in or from any other country other than Italy, in which the Offer is not permitted (“Other Countries”) without authorisation from the competent authorities or applicable legal or regulatory exemptions, through the services of any regulated market in the United States of America, Canada, Australia, Japan, as well as the other Countries, nor through postal services or any other means of communication or national or international trade involving the United States of America, Canada, Australia, Japan, as well as the other Countries (including, by way of example and without limitation, the postal network, fax, telex, e-mail, telephone and the internet and/or any other means or IT support). Similarly, applications made using such services, means, or instruments will not be accepted.
Any acceptance of the Offer made, directly or indirectly, in violation of the above restrictions will be considered invalid and will not be accepted. The Issuer reserves the right not to allow such persons to exercise or sell the Option Rights if it finds that doing so would violate applicable laws or regulations in the United States of America, Canada, Japan, and Australia and in other countries.
Shareholders of the Issuer who are not located in Italy or who are not resident in Italy may be precluded from exercising such rights under foreign laws that may apply to them. Shareholders are therefore invited to carry out specific checks in this regard before taking any action.
ADMISSION TO TRADING
The New Shares will be admitted to trading on Euronext Growth Milan Pro on the same terms as the Issuer’s ordinary shares outstanding as of today’s date.
This notice is filed with the Verona Companies Register pursuant to Article 2441, paragraph 2, of the Italian Civil Code and made available to the public at the Issuer’s registered office and on its website (www.creactives.com).
Verona, October 16, 2025
Paolo Gamberoni
(Chairman of the Board of Directors)
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