Invitation to the Annual General Meeting of Coinshares International Limited
NOTICE OF THE ANNUAL GENERAL MEETING OF COINSHARES INTERNATIONAL LIMITED
Shareholders of CoinShares International Limited are hereby invited to attend the Annual General Meeting 2021.
PLACE: CoinShares Head Office
ADDRESS: 2nd Floor, 2 Hill Street, St Helier, Jersey, JE2 4UA
TIME: Monday, 28 June 2021 at 11:00 BST
Due to the risk of the spread of COVID-19 and the authorities’ regulations/advice on avoiding gatherings, the Board of Directors has decided that the annual general meeting (“AGM”) will be held without physical presence, with shareholders exercising their voting rights via posting voting only. Information on the resolutions passed at the AGM will be disclosed on Monday, 28 June 2021, as soon as the outcome of the postal voting has been confirmed.
RIGHT TO PARTICIPATE AND NOTIFICATION
Shareholders who wish to participate in the AGM must:
1)be recorded in the share register kept by Euroclear Sweden AB on the record date, Thursday, 17 June 2021; and
2)give notice of their intention to participate no later than Tuesday, 22 June 2021, by submitting their postal votes in accordance with the instructions below, so that the postal voting form is received by the Euroclear Sweden AB no later than 22 June 2021.
SHARES REGISTERED WITH NOMINEES
For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to giving notice of participation by submitting its postal vote, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date Thursday, 17 June 2021. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee’s routines, request that the nominee make such registration.
Shareholders only exercise their voting rights by voting in advance, so-called postal voting, to facilitate the execution of general meetings in companies and other associations. A digital form must be used for the postal vote. The postal voting form is available on the Company’s website, https://coinshares.com/investor-relations. Please note that a separate notice shall not be made, as the completed and signed postal voting form is considered notice of participation at the meeting.
The completed form must be received by Euroclear Sweden AB, by post to CoinShares c/o Euroclear Sweden AB, P.O. Box 191, 101 23 Stockholm or via email to [email protected] no later than Tuesday, 22 June 2021. If the shareholder submits its postal vote by proxy, a power of attorney must be attached to the postal voting form (see below). If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
Shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
Shareholders may in the postal voting form request that one or more of the items on the proposed agenda below be deferred to a continued general meeting, which may not be carried out solely through postal voting. Such continued general meeting shall take place if the extraordinary general meeting so resolves or if shareholders representing at least one-tenth of all shares in the Company so requests.
POWERS OF ATTORNEY
Shareholders wishing to submit their postal votes by proxy must issue a written and dated power of attorney signed by the shareholder. Proxy forms are available on the Company’s website, https://coinshares.com/investor-relations. If postal voting is made by proxy, a power of attorney must be attached to the postal voting form. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
The power of attorney is valid for a maximum of one year from the date of issuance, unless a longer period of validity is specified in the power of attorney. Such longer period may, however, not exceed five years from the date of issuance.
1.Opening of the AGM
2.Election of the Chair of the AGM
3.Approval of the Agenda
4.Confirmation of whether the Meeting has been duly convened
5.Resolution to adopt the income statement, balance sheet, consolidated income statement and consolidated balance sheet
6.Election of the Board Directors
7.Election of the auditor
8.Determination of remuneration for the auditor
9.Decisions regarding the Nomination Committee
10.Closing of the AGM
Item 5 – Resolution to adopt the income statement, balance sheet, consolidated income statement and consolidated balance sheet
It is proposed that the income statement, balance sheet, consolidated income statement and consolidated balance sheet be adopted by the Company.
Items 6, 7 and 8 – Election of Directors and Auditors, and fees to the Auditors
The Board consists of four members with no deputies. It is proposed to re-elect board members Jean-Marie Mognetti, Carsten Køppen and Johan Lundberg and to re-elect Daniel Masters as the Board Chairman.
It is proposed to re-elect Baker Tilly Channel Islands Limited as the Company’s auditors.
It is proposed that the remuneration to the auditor shall be set at the discretion of the Board of Directors.
Item 9 – Decisions regarding the Nomination Committee
It is proposed that no formal nomination committee be appointed for 2021. Such decision to be revisited at the 2022 AGM.
Number of Shares and Votes in the Company
As of the date of this notice, the total number of shares in the Company is 66,551,863, representing a total of 66,551,863 votes. The Company does not hold any of its own shares.
The form of proxy, financial statements, auditors’ report and the complete proposal for decisions and other documents required under Companies (Jersey) Law 1991, as amended, will be published on coinshares.com and will be available at the Company’s offices in Jersey from 31 May 2021 and sent to shareholders who so request and state their address.
Jersey, May 2021
CoinShares International Limited
The Board of Directors
CoinShares is Europe’s largest digital asset investment firm, managing billions of assets on behalf of its client base. The Group is focused on expanding investor access to the digital asset ecosystem by pioneering new financial products and services that seek to provide trust and transparency when accessing this new asset class.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | [email protected]
Investor Relations – Jay Morakis | +1 (0)646 859 5951|
Certified Advisor – Mangold Fondkommission AB | +46 (0)8 503 015 50 | [email protected]
Proxy Support – Euroclear Sweden AB | + 46 (0)8 402 9133 |