REG - Substrate AI-Class B - Notice of Extraordinary General Meeting

Substrate Artificial Inteligence SAAnnouncement

25/06/2024 16:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240625:nRSY8319Ta&default-theme=true

RNS Number : 8319T  Substrate Artificial Intel - B    25 June 2024

 

25 June 2024

SUBSTRATE ARTIFICIAL INTELIGENCE SOCIEDAD ANONIMA

 

("Substrate AI" or the "Company")

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

Substrate AI (AQUIS: SAI/SAI.B) announces that its Board of Directors, at its
meeting on 24 June 2024, have agreed to convene the Extraordinary General
Shareholders' Meeting of the Company, to be held at the registered office,
located at Calle María de Molina, 41, office 506, 28006, Madrid, on 26 July
2024, at 1:30 p.m., on first call,  and, if sufficient quorum is not reached,
at the same time and place, on 27 July 2024, on second call.

The notice of Extraordinary GM has been published on the Company's website and
is now available to view online in the Investors section
https://substrate.ai/en/detalles-corporativos/

 

The Directors of Substrate AI accept responsibility for this announcement.

 

For further information, please contact:

 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 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
SUBSTRATE ARTIFICIAL INTELIGENCE S.A.

By agreement of the Board of Directors of SUBSTRATE ARTIFICIAL INTELIGENCE,
S.A. (hereinafter, the "Company") of June 24, 2024, the shareholders are
summoned to the 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 July 26, 2024, at 1:30 p.m., at first call,  and, if a sufficient
quorum is not reached, on 27 July 2024 at the same time and place, on second
call, for deliberation and, where appropriate, adoption of agreements
regarding the following

1.       AGENDA

 

Distribution of reserve for share premium in kind in a maximum amount of
€1,500,000.00 through the delivery of ordinary shares of the share capital
of the wholly-owned subsidiary Subgen AI Limited, or alternatively, the cash
payment equivalent to the reserve distribution for share premium in kind
proposed, at the choice of the shareholders; as well as any acts necessary for
its complete execution.

Delegation of powers.

Drafting, reading and, where appropriate, approval of the Minutes of the
session, 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 hereby stated that from the publication of this notice of
call and until the seventh day prior to the day scheduled for the holding of
the Meeting at first call, shareholders have the right to request in writing
the information or clarifications that refer to items included in the agenda
of the meeting,  or to ask the questions they consider necessary. In
addition, during the holding of 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 information
requested in writing, within seven days following the end of the meeting.

 

In accordance with the provisions of Articles 414 and 417, it is hereby stated
that, as of the publication of this notice of meeting, the Company makes
available to shareholders the reports made by the Board of Directors in
relation to each of the proposed resolutions corresponding to item I of the
Agenda, which details, among others, the information on Subgen AI Limited, the
description and justifying reasons for the allocation of reserve for share
premium in kind, the procedure to be followed within the framework of the
distribution, and the valuation given to the assets subject to the
distribution. All the aforementioned documentation is available to
shareholders on the Company's website (www.substrate.ai).  Likewise, the
Board of Directors has proposed to the General Meeting of Shareholders to
provide an alternative so that shareholders who consider that the ordinary
shares of Subgen AI Limited are potentially a less liquid asset than their
current participation in the Company, can choose to receive in cash the amount
equivalent to the reserve distribution for share premium in kind that
corresponds to them,  based on Subgen AI Limited's valuation that has been
validated by an independent third party.

 

2.   Right to assistance and representation.

In accordance with Article 15 of the Bylaws in force, shareholders who prove
that they are holders of 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.  which they may prove by means of the
appropriate attendance card, a certificate issued by one of the entities
legally authorized to do so or by any other form admitted by law. The proxy
may be granted in writing, physical or electronic 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 or her 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 or her to exercise any rights
he is entitled to or her as a shareholder of the Company. They can also
request the assistance card by sending an email to the following address:
accionistas@substrate.ai (mailto:accionistas@substrate.ai)

For the purposes of accrediting 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 persons, a copy of the
document accrediting the signatory's sufficient representative powers must be
attached.

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 to
allow the recognition and identification of attendees, permanent communication
between attendees, as well as the intervention and casting of the vote in real
time.

3.   Notice complement.

Under Article 172 of the Capital Companies Act, shareholders representing at
least five percent (5%) of the share capital may request that a supplement to
this call for the General Shareholders' Meeting be published by 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 of attendance, delegation and voting 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
authorised to keep the book entry register,  IBERCLEAR, will be processed for
the purpose of managing the development, compliance and control of the
existing shareholder relationship.

Likewise, shareholders are informed that said 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, office 506, 28006, Madrid) or by email
accionistas@substrate.ai".

 

 
 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NEXEALKSAFSLEFA