Information
Regulated Notice No.
20155-22-2026Date/Time of Dissemination Start July 8, 2026 14:29:08Euronext Growth Milan
Company: CROWDFUNDME
User - Contact: CROWDFUNDN01 - Baldissera Tommaso
Type: 3.1
Date/Time Received: July 8, 2026 14:29:08 Date/Time of Dissemination Start: July 8, 2026 14:29:08
Subject: ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING AND BOARD RESOLUTIONS
Press Release Text
See attachment
CrowdFundMe s.p.a. Via Legnano 28, Milan 20121 | VAT Number 08161390961 info@crowdfundme.it | crowdfundme@legalmail.it
PRESS RELEASE
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING AND BOARD RESOLUTIONS
• Approval of the waiver of legal action against all resigning members of the Board of Directors of Smart4Tech s.p.a., of WeAreStarting s.r.l., and of the Board of Statutory Auditors of Smart4Tech s.r.l.
• Appointment of the members of the Board of Directors and the Board of Statutory Auditors • Approval of the mutual termination of the statutory audit engagement and the conferral of the new engagement • Adoption of a new version of the company's articles of association • Conferral of powers to directors and verification of the independence requirements of the independent director
Milan, July 8, 2026 – CrowdFundMe s.p.a. (“CFM” or the “Company”), the first Italian crowdinvesting platform listed on Euronext Growth Milan, announces that the Shareholders' Meeting, held today, in second call, in ordinary and extraordinary session, approved all items on the agenda as indicated below, and that the Board of Directors, convened following the aforementioned Meeting, resolved, inter alia, on the conferral of powers to directors.
RESOLUTIONS OF THE SHAREHOLDERS' MEETING
Waiver of legal action against all resigning members of the Board of Directors of Smart4Tech s.p.a., of WeAreStarting s.r.l., and of the Board of Statutory Auditors of Smart4Tech s.p.a.
It is recalled that, in the context of the merger transaction (the “Merger”) by incorporation of Smart4Tech s.p.a. (“S4T”) and WeAreStarting s.r.l. (“WAS”) into CFM, the members of the corporate bodies of S4T and WAS resigned, effective from the date of effectiveness of the Merger.
Therefore, in line with the provisions of the merger agreement signed by, among others, S4T, WAS, and CFM, the Shareholders' Meeting, in ordinary session, resolved to (i) ratify the actions of the resigning directors of S4T and WAS, as well as the resigning statutory auditors of S4T, and (ii) waive any claim and the exercise of any legal action against the resigning directors of S4T and WAS, as well as the resigning statutory auditors of S4T.
Appointment of the Board of Directors Following the resignations of the previous directors in the context of the Merger, effective from the date of appointment of the Company's new Board of Directors, the Shareholders' Meeting, in ordinary session, proceeded to appoint the Board of Directors for 3 financial years, and therefore until the date of the Shareholders' Meeting convened for the approval of the financial statements for the year ending December 31, 2028, and set the number of members at 7. The following have been elected as members of the Board of Directors:
- Laura Pedrinazzi, as Chairperson of the Board of Directors;
- Francesco Arlati;
CrowdFundMe s.p.a. Via Legnano, 28 Milan 20121 | VAT Number 08161390961 T +39 3457212020 | mail info@crowdfundme.it | PEC crowdfundme@legalmail.it
- Andrea Nespoli;
- Stefano Giacomelli;
- Tommaso Baldissera Pacchetti;
- Gianluca Grugni;
- Carlo Allevi.
All directors were drawn from the sole list presented by the shareholder Smart Capital s.p.a., which, as of the date of presentation of the list, held 1,770,100 ordinary CFM shares, equal to approximately 30.974% of the Company's share capital (“Smart Capital”).
Director Gianluca Grugni has certified that he possesses the independence requirements provided for by art. 148, paragraph 3, of Legislative Decree 58/1998 (the “TUF”), as referred to by art. 147-ter, paragraph 4, of the TUF, in accordance with art. 16 of the Articles of Association.
The curricula vitae of the directors are available on the Company's website (section “Investor Relations/Corporate Bodies”).
The directors who hold shares in the Company as of the date of appointment, based on the declarations made and the information in the Company's possession, are as follows:
Name and Surname | Number of Shares | % of Share Capital Tommaso Baldissera Pacchetti | 629,250 | 11.01% Carlo Allevi | 276,072 | 4.83% Laura Pedrinazzi | 69,067 | 1.20% Francesco Arlati | 8,232 | 0.14% The Shareholders' Meeting also resolved to determine, pro-rata temporis in relation to the duration of the term of office, a maximum total gross annual remuneration for the entire Board of Directors of Euro 235,000.00 for the 2026 financial year, Euro 260,000.00 for the 2027 financial year, and Euro 280,000.00 for the 2028 financial year, in addition to reimbursement of expenses incurred for the performance of the duties, delegating to the Board of Directors the allocation of this amount among its members, also based on the roles, powers, and responsibilities respectively conferred, without prejudice to the provisions of art. 2389, paragraph 3, of the Italian Civil Code.
Appointment of the Board of Statutory Auditors Following the resignations of the previous statutory auditors in the context of the Merger, effective from the date of appointment of the Company's new Board of Statutory Auditors, the Shareholders' Meeting, in ordinary session, proceeded to appoint the Board of Statutory Auditors for the three-year period 2026-2028. The following have been elected as members of the Board of Statutory Auditors:
- Thomas Saccone, as Standing Auditor and Chairperson of the Board of Statutory Auditors;
- Nicola Didonna, as Standing Auditor;
- Daniele Tomaselli, as Standing Auditor;
- Fabrizio Sormani, as Substitute Statutory Auditor;
- Maurizio Bitetto, as Substitute Statutory Auditor.
All statutory auditors were drawn from the sole list presented by the shareholder Smart Capital.
The curricula of the effective statutory auditors are available on the Company's website (section "Investor Relations/Corporate Bodies").
Based on the declarations made and the information in the Company's possession, no statutory auditors hold shares in the Company as of the appointment date.
The Shareholders' Meeting also resolved to grant, pro rata temporis in relation to the duration of the term of office as effective statutory auditor, an annual remuneration of Euro 5,000.00 to each effective member, including the Chairman, in addition to reimbursement of expenses incurred in the performance of their duties, duly documented, and statutory charges.
Mutual termination of the statutory audit engagement and conferral of new engagement Due to the change in the Company's shareholding structure following the Merger, with Smart Capital becoming the relative majority shareholder, the Shareholders' Meeting, taking into account the proposal of the Board of Statutory Auditors, in an ordinary session, resolved to (i) mutually terminate, pursuant to and for the effects of Article 13 of Legislative Decree 27 January 2010, no. 39 and Article 7 of the Regulation adopted by Decree of the Ministry of Economy and Finance 28 December 2012, no. 261, for its remaining part, the statutory audit engagement of the Company conferred to BDO Audit Services S.r.l. by the Shareholders' Meeting of 29 April 2024 for the three-year period 2024-2026, and (ii) confer to KPMG s.p.a. the engagement for the statutory audit of the Company's annual and consolidated financial statements for the financial years ending 31 December 2026, 2027, and 2028, pursuant to Article 13 of Legislative Decree 27 January 2010, no. 39.
Adoption of a new company by-laws The Shareholders' Meeting, in an extraordinary session, resolved to adopt new company by-laws in line with the by-laws model of Smart Capital (a company whose shares are in turn admitted to trading on Euronext Growth Milan), the new relative majority shareholder following the Merger, excluding, respectively, the elimination, modification, or introduction of provisions that would give rise to the right of withdrawal.
On this occasion, it was decided to (i) change the company name from "Crowdfundme s.p.a." to "Entera s.p.a."; (ii) change the company's registered office from Milan to Monza; (iii) extend the company's duration from 31 December 2050 to 31 December 2070.
*** The minutes of the Shareholders' Meeting and the updated by-laws will be published within the terms and in the manner prescribed by law and regulations.
***
RESOLUTIONS OF THE BOARD OF DIRECTORS
The Board of Directors, meeting today following the Shareholders' Meeting, conferred management powers to the following directors: (i) Laura Pedrinazzi (Chairwoman), (ii) Tommaso Baldissera Pacchetti, (iii) Francesco Arlati, and (iv) Andrea Nespoli.
CrowdFundMe s.p.a. Via Legnano, 28 Milan 20121 | VAT No. 08161390961 T +39 3457212020 | email info@crowdfundme.it | PEC crowdfundme@legalmail.it
Furthermore, in compliance with Article 6-bis of the Euronext Growth Milan Issuers' Regulation, the Board confirmed the quantitative and qualitative criteria for assessing the significance of potentially relevant relationships for the purpose of evaluating the independence of independent directors, adopted on 9 April 2024, and, based on the documentation and declarations provided by the director concerned, also ascertained the existence of the independence requirements established by the Euronext Growth Milan Issuers' Regulation and the company by-laws for director Gianluca Grugni, as well as the absence of circumstances that compromise, or appear to compromise, his independence based on the aforementioned independence assessment criteria.
***
CrowdFundMe
CrowdFundMe is one of the leading Italian alternative finance portals, authorized as a Crowdfunding Service Provider (CSP) pursuant to EU Regulation 2020/1503 and listed on Euronext Growth Milan of Borsa Italiana. Through its platforms – CrowdFundMe for equity crowdfunding and Trusters for real estate lending crowdfunding – the Group offers SMEs and investors integrated capital access solutions, positioning itself as a key player in the Italian alternative finance market.
Contacts
CROWDFUNDME s.p.a.
Via Legnano 28, 20121 Milan
t.baldissera@crowdfundme.it
Tel.: 3457212020 INVESTOR RELATIONS MANAGER
Tommaso Baldissera Pacchetti Via Legnano 28, 20121 Milan
t.baldissera@crowdfundme.it
Tel.: 3457212020 EURONEXT GROWTH ADVISOR
CFO Sim s.p.a.
Via dell’Annunciata 23/4, 20121
Milan
Tel.+39 02 30343.1
End of Release no.20155-22-2026 Number of Pages: 6