Notice is hereby given that the Annual General Meeting of CoinShares International Limited (the “Company”) will take place on Wednesday, 31 May 2023 at 14:00 BST in the form of a virtual event without the physical presence of the shareholders or their proxies.
The entire Annual General Meeting will be broadcast live online (audio and video) via Wavecast.io and will be open for all shareholders who are entered in the Company’s stock register on the day of the Annual General Meeting. The exercise of shareholder rights, in particular the exercise of voting rights, requires registration for the meeting in due time and in the proper form and will be performed by poll during the meeting or by granting power of attorney to Company proxies. The location of the Annual General Meeting for the purposes of the minutes is the Company’s registered office, 2 Hill Street, St Helier, Jersey, JE2 4UA.
RIGHT TO ATTEND THE ANNUAL GENERAL MEETING AND NOTICE
Shareholders wishing to attend the Annual General Meeting must:
- on the record date, which is 17 May 2023, be registered in the Company’s share register maintained by Euroclear Sweden AB. Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than 16 May 2023, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. In order to re-register shares in time, shareholders should make the request via their nominee in good time before this date.
- notify the participation at the general meeting no later than 16 May 2023. Notice of participation at the general meeting may be given by following the registration instructions detailed on the Reports Portal on the Company’s website or here. Upon notification, the shareholder must state their full name, personal identification number (date of birth for non-Swedish investors) or corporate registration number, postal and email address, as well as the number of shares held.
- Opening of the Annual General Meeting
- Election of the Chairman of the Annual General Meeting
- Preparation and approval of voting list
- Approval of the agenda
- Determination of whether the general meeting has been duly convened
- Election of one person to certify the minutes
- Presentation of the Annual Report, consolidated financial statements and the audit report
- Resolution regarding the adoption of the group income statement and group balance sheet
- Determination of the number of members of the Board of Directors and the number of Auditors
- Determination of remuneration to the Board of Directors and the Auditor
- Election of the Board of Directors and the Auditor
- Resolution on the approval of the Board of Director’s Remuneration Report
- Resolution regarding authorising the Board of Directors to decide on repurchase and transfer of own shares
- Closing of the Annual General Meeting
PROPOSALS FOR RESOLUTIONS
ITEM 2: OPENING OF THE MEETING AND ELECTION OF CHAIRMAN OF THE GENERAL MEETING
The Nomination Committee, appointed in accordance with the instruction for the Nomination Committee as resolved by the Annual General Meeting on 20 June 2022 and comprising of the Chairman of Nomination Committee, Michael Carlton (appointed by Daniel Masters), Gunther Thumann (appointed by Mognetti Partners Limited), Paul Davison (appointed by Russell Newton) and Johan Lundberg (representative of the Board of CoinShares International Limited), proposes that Daniel Masters, Chairman, be appointed as the Chair of the Annual General Meeting 2023.
ITEM 3: PREPARATION AND APPROVAL OF THE VOTING LIST
The voting list proposed for approval is the voting list drawn up by the Company Secretary, based on the register of shareholders provided by Euroclear Sweden AB, shareholders having given notice of participation and being present at the Meeting, and postal votes received.
ITEM 6: ELECTION OF ONE PERSON TO CERTIFY THE MINUTES
The Board of Directors suggests that Michael Petch be elected to verify the minutes. The task of Mr Petch also includes controlling the voting list and that the received postal votes are correctly reflected in the minutes of the Meeting.
ITEMS 9-11: DETERMINATION OF REMUNERATION TO THE BOARD OF DIRECTORS AND THE AUDITORS, ELECTION OF THE BOARD OF DIRECTORS AND THE AUDITORS AND ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
The Nomination Committee proposes that:
The Board of Directors shall consist of 6 directors and that the Company should have one registered public auditor’s firm as auditor.
Remuneration to the Board of Directors, which remain unchanged from the previous year, shall be paid to the Board of Directors in the amount of GBP 50,000 to each of the non-employed Directors, which includes all committee membership and committee chair positions, and GBP 125,000 to the Chairman provided that the Chairman is not an employee.
For the period up to the end of the Annual General Meeting 2024, Jean-Marie Mognetti, Carsten Køppen, Johan Lundberg, Viktor Fritzén and Christine Rankin be re-elected as members of the Board of Directors and that Daniel Masters be re-elected as the Chairman of the Board.
The audit firm Baker Tilley Channel Islands Limited be re-elected as the Company’s auditor for the period up to the end of the Annual General Meeting 2024. The Nomination Committee’s proposal is in line with the Audit and Risk Committee’s recommendation.
Information regarding the candidates nominated by the Nomination Committee for re-election to the Board of Directors is available on the Company’s website under the Investor Relations section.
ITEM 12: RESOLUTION ON APPROVAL OF THE BOARD OF DIRECTOR’S REMUNERATION REPORT
Under the Swedish Corporate Governance Code, the Board of Director’s is required to prepare a report for each financial year regarding paid and outstanding remuneration to Board members, the CEO and the deputy CEO who are covered by the guidelines. As the Company has no deputy CEO and the Board members do not receive any remuneration other than that decided by the general meeting, the report for 2023 only covers the Company’s CEO. According to the Swedish Corporate Governance Board’s rules on remuneration to senior executives and on incentive programs, the report must contain an overview of each of the outstanding and concluded incentive programs completed during the year.
The Board of Directors suggests that the Annual General Meeting approve the remuneration report for the financial year 2022.
ITEM 14: RESOLUTION REGARDING AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON REPURCHASE AND TRANSFER OF OWN SHARES
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide on purchases of the Company’s own shares in accordance with the following, main terms:
- Share repurchases may be made only on Nasdaq Stockholm or any other regulated market.
- The authorisation may be exercised on one or more occasions before the 2024 Annual General Meeting.
- The maximum number of own shares that may be repurchased so that the Company’s holding of shares at any given time does not exceed 10% of the total number of shares in the Company.
- Repurchases of the Company’s own shares on Nasdaq Stockholm may only be made at a price of no more than 5% above the average trading price of the 5 business days prior to the repurchase.
- Payment for the shares shall be made in cash.
In addition, the Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to decide on transfer of own shares, with or without deviation from the shareholders’ preferential rights, in accordance with the following, main terms:
- Transfers may be made on (i) Nasdaq Stockholm or (ii) outside of Nasdaq Stockholm in connection with the acquisition of companies, operations, or assets.
- The authorisation may be exercised on one or more occasions before the 2024 Annual General Meeting.
- The maximum number of shares that may be transferred corresponds to the number of shares held by the Company at the point in time of the Board of Directors’ decision on transfer.
- Transfers of shares on Nasdaq Stockholm may only be made at a price of no more than 5% above the average trading price of the 5 business days prior to the transfer. For transfers outside of Nasdaq Stockholm, the price shall be set so that the transfer is made at market terms, except for delivery of shares in connection with employee stock option programs.
- Payment for transferred shares may be made in cash, through in-kind payment, or through set-off against claims with the Company.
The purpose of the authorisations is to give the Board of Directors greater scope to act and the opportunity to adapt and improve the Company’s capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities. The authorisation may also be used in order to enable delivery of shares in connection with employee stock option programs.
The Board of Directors shall have the right to decide on other terms for repurchases and transfers of own shares in accordance with its authorisation. The Board of Directors also has the right to authorise the chairman of the Board, the chief executive officer, or the person designated by the Board to make such minor adjustments that may be necessary in connection with the execution of the Board’s decision to repurchase or transfer shares.
A valid resolution in favour of the Board’s proposal requires the approval of shareholders with at least two-thirds of the votes and shares represented at the Annual General Meeting.
NUMBER OF SHARES AND VOTES
The total number of shares in the Company as of the date hereof amounts to 68,135,425 shares, with a corresponding number of votes. The Company holds 553,801 own shares.
Copies of accounts, audit report, remuneration report, proxy form, complete proposals and all other relevant documents are made available on the Company’s website at least four weeks in advance of the Annual General Meeting.
The shareholders are hereby notified regarding the right to, at the annual general meeting, request information from the Board of Directors and chief executive officer.
Jersey, 28 April 2023
CoinShares International Limited
The Board of Directors
CoinShares is Europe’s largest and leading digital asset investment and trading group by AuM, managing billions of assets on behalf of a global client base. Our mission is to expand investing into digital assets with our trusted, regulated, best-in-class product suite that provides investors with trust and transparency when accessing cryptocurrencies. We believe that Bitcoin and blockchain networks are landmark innovations that will fundamentally reshape the global financial system and the way we interact digitally, and investors should be able to participate in this transformation. CoinShares is publicly listed on the Nasdaq Stockholm under ticker CS and the OTCQX under the ticker CNSRF. CoinShares has multiple touchpoints with financial regulatory bodies around the world, including the AMF, JFSC and FINRA.