Verona, October 4, 2023. 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”) and on the Direct Market of the Vienna Stock Exchange, 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 shareholders’ meeting on its website www.creactivesgroup.com (Investor Relations Section) on the website www.borsaitaliana.it and, in excerpt, in the daily newspaper “Italia Oggi”.
****
The Shareholders’ Meeting of Creactives Group S.p.A. (“Creactives Group” or the “Company”) is convened in ordinary 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 25, 2023 at 10:30 a.m., on first call, and, if necessary, on second call on October 26, 2023, at the same time, to discuss and resolve on the following
Agenda
1. Approval of the financial statements as of June 30, 2023, 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, 2023. Related and consequent resolutions.
2. Allocation of the operating result. Related and consequent resolutions.
3. Approval of application for delisting from the Vienna Stock Exchange. Related and consequent resolutions.
4. Appointment of the Board of Statutory Auditors.
4.1 Appointment of members of the Board of Statutory Auditors; appointment of the chairman of the Board of Statutory Auditors.
4.2 Determination of the remuneration of the members of the Board of Statutory Auditors.
5. Appointment of the independent audit firm for the period 2024, 2025 and 2026 and determination of the fee pursuant to Legislative Decree No. 39/2010. 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 16, 2023).
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 20, 2023.
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 16, 2023). Questions received by the specified deadline will also be answered by October 25, 2023 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. Appointment of the members of the Board of Statutory Auditors
With regard to Item 4 of the Agenda, please note that those entitled to submit lists of candidates for the appointment of the Board of Statutory Auditors must do so no later than the 7th (seventh) calendar day prior to the date of the Shareholders’ Meeting on first call (i.e. October 18, 2023), under penalty of disqualification, and exclusively by sending them to the Company’s certified e-mail address postacertificata@pec.creactivesgroup.eu. Therefore, the lists, accompanied by the professional curricula of the designated individuals and signed by the Shareholders who submitted them, must be submitted in advance to the Shareholders’ Meeting in the manner set forth above, together with the documentation proving the status of Shareholders by those who submitted them. Within the same deadline, the declarations by which the individual candidates accept their candidacy and declare, under their own responsibility, the non-existence of causes of ineligibility and incompatibility provided for by law, as well as the existence of any requirements prescribed by law and applicable regulations, must be deposited. The Company will make the lists received by the deadline available to the market by publishing them on its website www.creactivesgroup.com, Investor Relations section. Lists submitted without complying with the above provisions will be considered as not submitted.
6. 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.
DOWNLOAD THE PRESS RELEASE (EN)
DOWNLOAD THE PRESS RELEASE (IT)
NOTICE OF CALL OF ORDINARY SHAREHOLDERS’ MEETING (IT – full version)
DOWNLOAD THE “MODULO DI DELEGA PER LA RAPPRESENTANZA IN ASSEMBLEA”
DOWNLOAD THE “PROGETTO DI BILANCIO SEPARATO E CONSOLIDATO AL 30 GIUGNO 2023”
DOWNLOAD THE “BILANCIO DI ESERCIZIO AL 30 GIUGNO 2023”
DOWNLOAD THE LIST FOR THE APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS (List number one)