Verona, October 27, 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 the Ordinary and Extraordinary Shareholders’ Meeting of the Company was held today at the company’s registered office in Verona, Via Enrico Fermi n. 4, or by means of telecommunications that guaranteed the identification of participants, as indicated in the notice of call of the Shareholders’ Meeting published in extract form in “Italia Oggi” on October 10, 2025, and in full on the same date on its website www.creactives.com (section Investor Relations/Shareholders’ meetings) and on the website of Borsa Italiana S.p.A., www.borsaitaliana.it.
The Creactives Group Shareholders’ Meeting, in ordinary session, has:
– Approved the financial statements as of June 30, 2025, as proposed by the Board of Directors, and taken note of the Group’s consolidated financial statements as of June 30, 2025, and resolved to carry forward the loss for the year of Euro 1.638.919.
In compliance with current legislation and the EGM Issuers’ Regulations, the Creactives Group’s financial statements as of June 30, 2025, and the Group’s consolidated financial statements as of June 30, 2025, together with all relevant documentation related thereto (including the report of the Board of Statutory Auditors and the report of the independent auditors), are available to the public at the Company’s headquarters, on the website of Borsa Italiana S.p.A. and on its own website www.creactives.com (section Investor Relations/Shareholders’ meetings).
– The new Board of Directors (5 members) was appointed for 3 financial years and, therefore, until the Shareholders’ Meeting called to approve the financial statements as of June 30, 2028:
Paolo Gamberoni (also appointed as Chairman of the Board of Directors)
Adriano Garibotto
Massimo Grosso
Salvatore Ferri (Independent Director)
Saverio Merlo (Independent Director)
It was resolved to allocate a gross annual remuneration for the entire Board of Directors, including directors with special duties, including contributions where due, of a maximum of Euro 360.000, in addition to the reimbursement of expenses incurred in the performance of their duties, and to allocate to a special end-of-term fund (TFM) for directors with operational powers an annual amount equal to 13,2% of the payments for each financial year allocated to each of these directors.
– Approved the establishment of a stock option plan called “Piano di stock option Creactives Group 2025-2030” concerning the allocation of options that confer the right to subscribe, once matured in accordance with the Plan regulations and subsequently exercised, a maximum total of 680.190 ordinary shares of the Company, in the ratio defined in the same Regulations, at a specific price of Euro 0,50 per share, as well as under the conditions and requirements for implementation indicated in the “Explanatory Report of the Board of Directors”. It was also resolved to grant the Board of Directors all powers necessary or appropriate to implement the “Piano di stock option Creactives Group 2025-2030”.
The Creactives Group Shareholders’ Meeting, in extraordinary session, has:
– Resolved to increase the share capital against payment, in a divisible manner, with a final subscription deadline of December 31, 2030, and with the exclusion of option rights pursuant to Article 2441, paragraphs 5 and 6, of the Italian Civil Code, for a maximum of Euro 340.095, including share premium, through the issue of a maximum of 680.190 new ordinary shares, without par value and with regular dividend rights, at a price per share of Euro 0,50, to be reserved for the beneficiaries of the incentive plan called “Piano di stock option Creactives Group 2025-2030”, to be executed under the terms and conditions of the aforementioned plan, with the clarification that the increase will take effect, with effect from each subscription, even in the event of partial subscription thereof.
– Resolved to grant power to the Board of Directors, pursuant to Articles 2443 and 2420-ter of the Italian Civil Code, respectively, to increase the share capital, on one or more occasions, including in a divisible manner, even with the exclusion of option rights or free of charge pursuant to Articles 2441, paragraphs 4, 5, and 8, and Article 2349 of the Italian Civil Code, and/or to issue convertible bonds, on one or more occasions, within five (5) years from the date of this resolution, and therefore until October 26, 2030, and up to a maximum amount of Euro 20.000.000 (twenty million/00), including share premium, under the terms and conditions set out in the “Explanatory Report of the Board of Directors”.
The minutes of the Shareholders’ Meeting and the updated Articles of Association will be made available to the public on the Company’s website, www.creactives.com, in the Investor Relations section, as well as on the Borsa Italiana website www.borsaitaliana.it, in accordance with the terms and conditions set forth in current legislation.
First meeting of the Board of Directors
Following the Shareholders’ Meeting, the Company’s first Board of Directors met in plenary session and, among other things, assigned operational powers for corporate management to certain directors, confirming Paolo Gamberoni as Chief Executive Officer of the Company.
Furthermore, following the resolution passed on March 27, 2024, by the previous Board in compliance with the provisions of Article 6-bis of the Euronext Growth Milan Issuers’ Regulations, the Company’s Board of Directors reapproved the quantitative and qualitative criteria used to assess the significance, including economic significance, of relationships that may be relevant for the purposes of assessing the independence of Directors (“Criteria”), available on the Company’s website at www.creactives.com, in the “Investor Relations” section.
Finally, based on the statements made by the interested parties, the Board of Directors verified that all directors met the integrity requirements pursuant to Article 147-quinquies of the Consolidated Law on Finance, as referred to in Article 18 of the Articles of Association, for all directors and assessed the existence of the independence requirements referred to in Article 148, paragraph 3 of the Consolidated Law on Finance, as referred to in Article 18 of the Articles of Association, for the independent directors Salvatore Ferri and Saverio Merlo, pursuant to Article 6-bis of the Euronext Growth Milan Issuers’ Regulations, also taking into account the aforementioned Criteria.
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