REG - Substrate Artificial Substrate AI-Class B - Ordinary and Extraordinary General Meeting

Substrate Artificial Inteligence SAAnnouncement

17/05/2024 11:00

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RNS Number : 8115O  Substrate Artificial Inteligence,SA  17 May 2024

 

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 13(th) 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
(http://www.substrate.ai/) (http://www.substrate.ai/)

 

The Directors of Substrate AI accept responsibility for this announcement.

 Substrate AI
 Lorenzo Serratosa                     info@substrate.ai (mailto:info@substrate.ai)

 Chairman
 First Sentinel Corporate Finance

 Corporate Advisors
 Brian Stockbridge                     +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 (mailto: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.

 

 

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