17 May 2024
SUBSTRATE
ARTIFICIAL INTELIGENCE SOCIEDAD ANONIMA
("Substrate AI" or the "Company")
ORDINARY AND EXTRAORDINARY
GENERAL MEETING
Substrate AI (AQUIS: SAI/SAI.B)
announces that the Board of Directors, at its meeting
of 13th may of 2024, has agreed to convene the Ordinary
and Extraordinary General Meeting of Shareholders of the Company,
to be held at its registered office, located at Calle María de
Molina, 41, office 506, 28006, Madrid, on 21 June 2024, at 1:30
p.m., on first call, and, if sufficient quorum is not
reached, at the same time and place, on 22 June 2024, on second
call.
The Notice is available on the
website www.substrate.ai
The Directors of Substrate AI accept
responsibility for this announcement.
Substrate AI
|
|
Lorenzo Serratosa
Chairman
|
info@substrate.ai
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First Sentinel Corporate
Finance
Corporate Advisors
|
|
Brian Stockbridge
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+44 (0) 7858 888 007
|
About
Substrate AI: Substrate AI is an artificial
intelligence company based in Spain that creates, buys and scales
companies around AI in diverse sectors such as fintech, agritech,
energy, human resources, or health. All of them sell products and
services built on the bio-inspired reinforced learning technology
developed and patented by Substrate AI.
NOTICE OF ORDINARY AND EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF
SUBSTRATE ARTIFICIAL INTELLIGENCE
S.A.
By resolution of the Board of
Directors of SUBSTRATE ARTIFICIAL INTELIGENCE, S.A. (hereinafter,
the "Company") of May 13, 2024, the shareholders are summoned to
the Ordinary and Extraordinary General Meeting of the Company to be
held at the registered office, located at Calle María de Molina,
41, office 506, 28006, Madrid, on June 21, 2024, at 1:30
p.m., on first call, and, if sufficient quorum is not reached, at
the same time and place, on the following day, June 22, 2024 on
second call, for deliberation and, where appropriate, adoption of
agreements regarding the following
AGENDA
I.
Review and approval, where appropriate, of the
Annual Accounts together with the management report for the year
ended December 31, 2023, as well as any other acts necessary for
their full execution.
II.
Examination and approval, where appropriate, of
the proposal for the application of results for the year ended 31
December 2023, as well as any other acts necessary for its full
implementation.
III.
Review and approval, where appropriate, of the
Consolidated Financial Statements together with the consolidated
management report for the year ended December 31, 2023, as well as
any other acts necessary for their full execution.
IV.
Review and approval, if applicable, of the
management carried out by the Board of Directors during the
financial year ended December 31, 2023, as well as any other acts
necessary for its full execution.
V.
Review and approval, where appropriate, of the
maximum amount of the annual remuneration to be paid to the Board
of Directors, in accordance with Article 20 of the Articles of
Association, as well as any other acts necessary for its full
execution.
VI.
Review and approval, where appropriate, of the
authorisation to the Board of Directors so that, in accordance with
the provisions of article 297.1.b), 506 and related articles of the
Capital Companies Act, it may carry out capital increases, for a
period of five years, up to a maximum amount of 20% of the share
capital at the time of authorisation, on one or multiple
occasions, through the issuance of new shares, with or without a
vote, with the provision of incomplete subscription established in
article 507 of the Capital Companies Act. To expressly authorise
the Board of Directors, under the terms established in Article 506
of the Capital Companies Act, to have the power to exclude the
pre-emptive subscription right if the interest of the company so
requires; as well as any other acts necessary for its complete
execution.
VII.
Review and approval, where appropriate, of the
authorisation to the Board of Directors, on behalf of the Company,
to join and vote in favour of those Incentive Plans that may be set
up in the investee companies.
VIII. Review and approval, where appropriate, of the ratification of
the investment agreement signed on 7 February 2024 with the entity
INDICO INVESTMENTS AND MANAGEMENTS SL, delegating to the Board the signing of complementary
documents.
IX.
Delegation of powers.
X.
Drafting, reading and, where appropriate, approval
of the Minutes of the meeting, or delegation for
signature.
1.
Right to
information.
In accordance with the provisions of
Articles 197.1 and 197.2. of the Capital Companies Act, it is
stated that from the publication of this notice and until the
seventh day prior to the day scheduled for the holding of the First
Meeting, shareholders have the right to request in writing
information or clarifications referring to items included in the
agenda of the meeting, or to ask the questions they consider
necessary. In addition, during the the general meeting,
shareholders may verbally request the information or clarifications
they deem appropriate regarding the matters included in the agenda.
If the shareholder's right cannot be satisfied at that time, the
directors will be obliged to provide the requested information in
writing, within seven days following the end of the
meeting.
In addition, in accordance with the
provisions of Articles 414 and 417, it is hereby stated that, as of
the publication of this notice, the Company makes available to
shareholders the reports prepared by the Board of Directors in
relation to each of the proposed resolutions corresponding to
points I, II, III and IV of the Agenda.
2.
Right of
assistance and representation.
In accordance with Article 15 of the
current Articles of Association, shareholders who can prove that
they hold at least one thousand (1,000) shares and appear as
holders in the corresponding book-entry register, five (5) days
prior to its celebration, may attend the General Meeting, in person
or by means of a power of attorney granted in writing. This
may be accredited by means of the appropriate attendance card,
certificate issued by one of the entities legally authorised to do
so or by any other form admitted by law. The proxy may be granted
in writing, physical or electronically, or by any other means of
remote communication that duly confirms the identity of the
shareholder granting it; If it is not recorded in a public
document, it must be issued specifically for each
Meeting.
Any shareholder who requests it and
proves his status as such and compliance with the aforementioned
attendance requirements set out in the bylaws may obtain the
aforementioned attendance card, nominative and personal, at the
registered office, which will allow him to exercise all the rights
he is entitled to as a shareholder of the Company. They can also
request the attendance card by sending an email to the following
address: accionistas@substrate.ai
For the purpose of proving the
identity of the shareholders or of whoever validly represents them,
at the entrance to the premises where the General Meeting is held,
attendees may be requested, together with the presentation of the
corresponding attendance card, to prove their identity by
presenting the National Identity Document or any other official
document generally accepted for this purpose. In the case of
shareholders of legal entities, a copy of the document accrediting
the sufficient representative powers of the signatory must be
attached.
The shareholders are informed that it
will not be possible to attend the Meeting remotely or virtually as
the Company does not have the technical means that allow the
recognition and identification of the attendees, the permanent
communication between the attendees, as well as the intervention
and casting of the vote in real time.
3.
Notice
complement.
Pursuant to Article 172 of the
Companies Act, shareholders representing at least five percent (5%)
of the share capital may request that a supplement to this notice
of the General Shareholders' Meeting be published, including one or
more items on the agenda. The exercise of this right must be done
by means of a duly issued notification that must be received at the
registered office within five days of the publication of the
notice.
4.
Data
protection.
The personal data that shareholders
send to the Company for the exercise of their rights to attend,
proxy and vote at the General Meeting, or that are provided by the
banks and securities companies and agencies in which said
shareholders have deposited their shares, or through the entity
legally authorized to keep the record of book entries,
IBERCLEAR, will be processed for the purpose of managing the
development, compliance and control of the existing shareholder
relationship.
Shareholders are also informed that
such data will be incorporated into a computer file owned by the
Company, and shareholders will have the possibility of exercising
their right of access, rectification, cancellation and opposition,
in accordance with the provisions of Regulation 2016/679 of the
European Parliament and of the Council on Data Protection and
Organic Law 3/2018. of 5 December, on the Protection of
Personal Data and Guarantee of Digital Rights, and by written
communication addressed to the Company (Calle María de Molina, 41,
oficina 506, 28006, Madrid) or to the e-mail
accionistas@substrate.ai.