Full Press Release Details
office: Milano, via Olgettina n. 58
capital subscribed and paid equal to Euro 371.685,80
code and entry number on Milan Monza - Brianza Lodi Companies Register: 08738490963
OF CALL OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
shareholders of Genenta Science S.p.A. (the Company, and its shareholders, Shareholders) are invited to attend the next
ordinary and extraordinary shareholders' meeting (the Shareholders' Meeting), which will take place, in accordance
with Article 9.5 of the Company's amended and restated bylaws (the Bylaws) and exclusively by teleconference, on April
29, 2024, at 5:00 p.m. CEST (11 a.m. EDT) on first call, and, if necessary, on May 2, 2024, at 5:00 p.m. CEST (11:00 a.m.
EDT) on second call, to resolve on the following:
Approval of the statutory financial statements for the year ended December 31, 2023, audited by Tickmark;
Appointment of the Board of Directors:
determination of the number of Board members;
determination of term of office;
appointment of the Board members;
appointment of the Chairman of the Board of Directors;
determination of the related compensation.
Appointment of the Board of Statutory Auditors for the three-year period 2024-2026:
appointment of three members, including the chairman, and two alternate members;
determination of the related compensation.
Appointment of statutory external auditors for the three-year period 2024-2026; inherent and consequent resolutions.
Amendment of article 9 [10 e 11] of the Bylaws with the introduction of increased voting rights; inherent and consequent resolutions.
Shareholders' Meeting may be attended by those Shareholders who are entitled to exercise their voting right as attested by a report
of eligible Shareholders delivered to the Company by its transfer agent, based on 2 the Company's books and records as of the close
of business on the seventh business day prior to the date established for the Shareholders' Meeting on first call, or April 18,
2024 (the Record Date), as provided by Article 9.2 of the Bylaws.
of American Depositary Shares (ADSs), each representing one ordinary share of the Company, that are registered in the relevant
register held by The Bank of New York Mellon (the Depositary) on the record date of April 1, 2024 will be entitled to instruct
the Depositary on the exercise of voting rights with respect to the ordinary shares underlying the ADSs they hold, pursuant to the terms
and conditions set forth in the Deposit Agreement entered into on December 17, 2021 between the Company and the Depositary.
have the right to attend and vote at the Shareholders' Meeting either personally, via teleconference, or by a representative appointed,
according to the provisions of Article 2372 of the Italian Civil Code and Article 9.10 of the Bylaws, to whom shall be conferred a written
prejudice to the rights of Shareholders set forth by the law, in order to facilitate the participation to the Shareholders' Meeting,
Shareholders are requested to inform the Company in advance of their intention to attend personally (or, if legal entities, by legal
representative or other attorney) or to appoint a representative pursuant to Article 2372 of the Italian Civil Code and Article 9.10
this end, Shareholders on the Record Date, or the representative appointed by the Shareholders for meeting attendance and voting purposes,
shall communicate to the Company, by April 23, 2024, at the e-mail address genentascience@legalmail.it, their intention to attend the
Shareholders' Meeting and submit a copy of the following documentation: an identification document of the Shareholder and of the
representative (if appointed), a copy of the proxy received from the latter (if appointed), and the e-mail address at which to receive
the teleconference access link to the Shareholders' Meeting.
Company will provide the Shareholders who have indicated their intention to attend the Shareholders' Meeting and the Depositary
who will be attending the Shareholders' Meeting on behalf of the ADS holders with the teleconference access link to the Shareholders'
Meeting no later than April 26, 2024, by e-mail sent to the e-mail address provided by each Shareholder and the Depositary.
for election to the Board of Directors and the Board of Statutory Auditors shall be elected on the basis of slates submitted by Shareholders,
on which candidates must be listed in the order in which they will be elected on the basis of the requisite vote. Slates shall be deposited
at the Company's registered office no later than April 4, 2024. Each candidate may be listed on a single slate and shall
automatically be ineligible for election if named on multiple slates. Only Shareholders who, alone or together with other Shareholders
joining in the submission of the slate, represent at least 6% of the share capital are eligible to submit slates at the Shareholders'
meeting, such eligibility to be established by filing an appropriate certification to that effect.
refer to Articles 10 and 11 of the bylaws for detailed information.
following documents will be made available in accordance with the applicable law provisions, at the Company's registered office
in Milan, via Olgettina no. 58, as well as on the Company's website (https://ir.genenta.com/financial-information):
this notice of call of the ordinary and extraordinary shareholders' meeting;
the Company's statutory financial statements for the year ended December 31, 2023;
the reports of the Company's Board of Statutory Auditors and of the external auditors to the statutory financial statements for
the year ended December 31, 2023;
the report of the Board of Statutory Auditors on the proposed appointment of the statutory auditor for the three-year period 2024-2026;
slates submitted by the Shareholders for the appointment of the Board of Directors and for the appointment of the Board of Statutory
the report on the appointment of the Board of Directors and Board of Statutory Auditors; and
Shareholder report on the amendment of the bylaws.
| The Vice-Chairman of the Board of Directors | |
| /s/ Pierluigi Paracchi | |
| Pierluigi Paracchi |