Alkemy

AGM Information • Oct 13, 2024

Informazione Regolamentata n. 20116-70-2024	Data/Ora Inizio Diffusione 13 Ottobre 2024 19:59:24		Euronext Star Milan
Societa'	:	ALKEMY
Identificativo Informazione Regolamentata	:	196734
Utenza - Referente	:	ALKEMYN03 - Benasso
Tipologia	:	REGEM
Data/Ora Ricezione	:	13 Ottobre 2024 19:59:24
Data/Ora Inizio Diffusione	:	13 Ottobre 2024 19:59:24
Oggetto	:	Alkemy S.p.A. - Request to call the Ordinary Shareholders' Meeting received ex art. 2367 of the Civil Code from the Shareholder Retex S.p. A.

Testo del comunicato

Vedi allegato

ALKEMY S.P.A.

REQUEST TO CALL THE ORDINARY SHAREHOLDERS' MEETING OF ALKEMY S.P.A. RECEIVED IN ACCORDANCE WITH ART. 2367 OF THE CIVIL CODE FROM THE SHAREHOLDER RETEX S.P.A. – SOCIETÀ BENEFIT

Milan October 13th, 2024 – Alkemy S.p.A. ("Alkemy" or the "Company") communicates it received on October 11th, 2024 from Retex S.p.A. – Società Benefit ("Retex" or the "Offeror"), holding n. 2,804,276 Alkemy shares representing 49.32% of the total share capital of the Company, the request to call the Ordinary Shareholders' Meeting pursuant to art. 2367 of the Italian Civil Code, to deliberate:

• (a) "mainly, on the following agenda:
  • 1. Revocation of the Board of directors in office.
  • 1. Appointment of the Board of Directors, after determining the number of members, the term of office and the compensation of the Directors, as well as appointing the Chairman of the Board of Directors and exempting the directors from non-competition obligations pursuant to art. 2390 of the Civil Code
• (b) Or, if, before and/or on the occasion of the board meeting called to convene the Shareholders' Meeting which is the subject of this request, all - and not less than all the Directors in office resign with immediate effect and/or as of the date of the Shareholders' Meeting to be convened, with the following agenda:
  • 1. Appointment of the Board of Directors, after determining the number of members, the term of office and the compensation of the Directors, as well as appointing the Chairman of the Board of Directors and exempting the directors from non-competition obligations pursuant to art. 2390 of the Civil Code"

Retex has represented to the Company that, in consideration of the shareholding it acquired following the acceptance period of the voluntary and total public purchase offer promoted by the Offeror on all Alkemy shares, and also considering the provisions regarding the corporate governance of the Issuer agreed upon in the agreement signed with Duccio Vitali on June 3rd, 2024, as subsequently amended and integrated on September 24th, 2024, Retex has acquired control of Alkemy, pursuant to art. 2359 of the Italian Civil Code.

Taking into account the above, Retex believes that it is in the interest of Alkemy, of its shareholders and of all its stakeholders (including its employees) to proceed as soon as possible and, in any case, in the shortest technical time possible to call a Shareholders' Meeting to appoint a newly composed Board of Directors, so as to allow Retex, as the new controlling shareholder, to be adequately represented in the administrative body of the Issuer. In this regard, the Offeror has invited the Company to set the date of the Shareholders' Meeting to be called, in compliance with the legal deadlines, no later than November 29th, 2024.

The Board of Directors of Alkemy will be convened to evaluate the request and the documentation produced by Retex and to make the relevant decisions.

Alkemy S.p.A. works to improve the market positioning and competitiveness of large and medium-sized companies by stimulating the evolution of their business models in line with technological innovation and consumer behaviour. Alkemy integrates skills and expertise in the areas of Consulting, Data & Analytics, Digital Marketing, Brand and Product Design and Technology, with an offering designed for our post-digital environment and covering the entire chain of value, from strategy to implementation.

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For further information Investor Relations & Sustainability Emanuela Salvini | emanuela.salvini@alkemy.com | +39 320 1796890