Deposit of certification pursuant to Article 2444 of the Italian Civil Code and updated Bylaws
Notification of substantial change in shareholding of Significant Shareholders
Verona, November 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 the new composition of the Company’s share capital, as of today’s date, following the subscription of newly issued shares resulting from the capital increase with option rights, approved by the Company’s Board of Directors on October 13, 2025, for a maximum amount of Euro 2.464.125,00, including share premium, through the issue of a maximum of nr. 1.642.750 new shares, in partial execution of the mandate granted pursuant to Article 2443 of the Italian Civil Code by the Company’s Extraordinary Shareholders’ Meeting on October 28, 2020 (“Mandate”), partially amended by the Shareholders’ Meeting on November 24, 2022 (“Capital Increase”).
At the end of the option offer period for the Capital Increase, ended on November 6, 2025, and the Stock Exchange offer of unexercised rights, ended on November 11, 2025, nr. 1.207.449 new shares were subscribed at a price of Euro 1,50 per share, including share premium.
Therefore, the share capital of Creactives Group amounts to Euro 314.849,31, represented by nr. 14.349.449 ordinary shares with no par value.
The change in share capital is shown below:
| Current share capital | Previous share capital | Change | |||||||
| Euro | No. Shares | Nominal unit value | Euro | No. Shares | Nominal unit value | Euro | No. Shares | Nominal unit value | |
| TOTAL | 314.849,31 | 14.349.449 | Without nominal value indication | 288.356,00 | 13.142.000 | Without nominal value indication | +26.493,31 | +1.207.449 | – |
| Ordinary shares | 314.849,31 | 14.349.449 | Without nominal value indication | 288.356,00 | 13.142.000 | Without nominal value indication | +26.493,31 | +1.207.449 | – |
The certification relating to the execution of the Capital Increase pursuant to Article 2444 of the Italian Civil Code was filed today with the Verona Companies Register, together with the new text of the Company’s Bylaws updated with the new capital, which will be – following the registration of the certification of change in share capital filed with the competent Verona Companies Register – made available on the Company’s website www.creactives.com, in the “Investor Relations / Corporate Documents” section, as well as on the Borsa Italiana SpA website.
The Company also announces that, pursuant to Article 17 of the Euronext Growth Milan Issuers’ Regulations and Article 9 of the Bylaws and within the terms set forth therein, it has received the following communications regarding significant shareholdings, as a result of the Capital Increase:
- by shareholder Algebris Investments (Ireland) Limited, regarding the exceeding of the 5% threshold of share capital, holding nr. 1.245.000 ordinary shares;
- by shareholder Adriano Garibotto, regarding the reduction below the relevant threshold of 15% of the share capital, while holding an unchanged number of nr. 2.120.136 ordinary shares;
- by shareholder Francesco Bellomi, regarding the reduction below the relevant threshold of 10% of the share capital, while holding an unchanged number of nr. 1.409.190 ordinary shares;
- by shareholder Add Value Group Srl, regarding the reduction below the relevant threshold of 15% of the share capital, while holding an unchanged number of nr. 2.108.332 ordinary shares;
- by shareholder Paolo Gamberoni, regarding the reduction below the relevant threshold of 15% of the share capital, while holding an unchanged number of nr. 2.135.136 ordinary shares.
In view of the above, pursuant to Article 26 of the Euronext Growth Milan Issuers’ Regulations, the Company hereby announces, to the best of its knowledge, that as of today the shareholding structure is as follows:
| No. Shares | % Share Capital | |
| Paolo Gamberoni | 2.135.136 | 14,88% |
| Adriano Garibotto | 2.120.136 | 14,78% |
| Add Value Group srl | 2.108.332 | 14,69% |
| Francesco Bellomi | 1.409.190 | 9,82% |
| Algebris Investments (Ireland) Limited | 1.245.000 | 8,68% |
| Giandomenico Sica | 1.049.500 | 7,31% |
| Misha Grosso | 954.004 | 6,65% |
| Free float | 3.328.151 | 23,19% |
| TOTAL | 14.349.449 | 100,00% |
We also inform that, pursuant to Article 26 of the Euronext Growth Milan Issuers’ Regulations, updated information on the composition of the Company’s shareholding structure is also available on the Issuer’s website at: https://www.creactives.com/information-for-shareholders/
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