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), Jean-Frédéric Mognetti (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 2025.
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.
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:
Item 9
The Board of Directors shall consist of 6 directors and that the Company should have one registered public auditor’s firm as auditor.
Item 10
To increase the remuneration of the Board of Directors to the amount of GBP 70,000 per annum to each of the non-employed Directors, which includes all committee membership and committee chair positions. The proposed increase in the remuneration reflects the increased responsibilities associated with the move to the regulated segment of Nasdaq Stockholm in 2022, as well as ensuring that the Company can continue to attract and retain the right candidates for the Board of Directors. It is proposed that remuneration to the Chairman remain unchanged at GBP 125,000 per annum, provided that the Chairman is not an employee.
Remuneration to the Auditor be paid in accordance with approved invoices.
Item 11
For the period up to the end of the Annual General Meeting in 2026, 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.
Baker Tilly International (including any of its affiliates or member firms) (collectively, “Baker Tilly”) be elected to serve as the Company’s auditor for the period ending at the conclusion of the Annual General Meeting in 2026, unless the Board elects to appoint another audit firm that, at the time of appointment, audits an equal or greater number of Securities and Exchange Commission (SEC) registrants than Baker Tilly, based on the most recent data published by a recognized and independent provider of audit industry data, such as Audit Analytics or a comparable organization that tracks and reports on the number of SEC registrants audited by accounting firms. 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 Annual General Meeting, the report for the financial year 2024 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 2024.
ITEM 13: 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:
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Share repurchases may be made on Nasdaq Stockholm or any other regulated market.
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The authorisation may be exercised on one or more occasions before the 2026 Annual General Meeting.
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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 15% of the total number of shares in the Company.
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Repurchases of the Company’s own shares on Nasdaq Stockholm (or any other regulated market) 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.
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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:
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Transfers may be made on (i) Nasdaq Stockholm or (ii) outside of Nasdaq Stockholm in connection with the acquisition of companies, operations, or assets.
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The authorisation may be exercised on one or more occasions before the 2026 Annual General Meeting.
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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.
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Transfers of shares on Nasdaq Stockholm (or any other regulated market) may only be made at a price of no more than 5% above the average trading price of the shares 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.
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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/or capitalise on or take advantage of any attractive acquisition, investment or related 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, the CEO, 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 sixty-seven percent (67%) of the votes and shares represented at the Annual General Meeting.
ITEM 14: RESOLUTION REGARDING AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION
The Board of Directors proposes that the Company’s Articles of Association be amended by deletion of the existing articles 3.6.2, 17.2.7 and 24.12 and the insertion of new articles 3.6.2, 17.2.7 and 24.12 as follows:
“3.6.2 the Directors may, by unanimous consent only, during any period of two consecutive calendar years, resolve to allot and issue in one or more tranches such number of ordinary shares (including, for the avoidance of doubt, any shares issued pursuant to, in connection with or upon conversion of any subsequently issued convertible bonds) as does not in the aggregate exceed twenty five percent (25%) of the total number of ordinary shares in issue (excluding any ordinary shares held in treasury) at 9am on 1st January of such year (rounded down to the nearest whole share), without the offer, issue or allotment of such shares or the issue or conversion of any subsequently issued convertible bonds being subject to the provisions of Article 3.2 provided always that any such allotment, issue, or conversion is effected solely in connection with bona fide transactions for business purposes only (and for the avoidance of doubt the terms of this Article 3.6.2 shall not include the issuance of shares or convertible securities as consideration or compensation for services rendered by employees, consultants, directors, or any other individuals in a personal capacity) and provided further that any issuance or allotment to any natural person pursuant to this Article 3.6.2 shall be subject to the unanimous approval of the remuneration committee as required by and in accordance with the terms of reference for such remuneration committee and shall not in aggregate in any calendar year exceed five percent (5%) of the total number of ordinary shares in issue at the time of such offer;”
“17.2.7 the creation of any charge or other security over any assets or property of a Group Company to secure borrowings, or indebtedness in the nature of borrowings, of that Group Company which, when aggregated with all other such borrowings or indebtedness, would exceed £200,000,000 (OTHER THAN in the ordinary course of its Business, and, DISREGARDING any amounts borrowed from other Group Companies) provided always that, subject to applicable law, nothing in these Articles (including without limitation this provision) shall restrict or prevent or be deemed to restrict or prevent the issuance by the Company of any corporate or convertible bonds or other debt instruments on an unsecured basis.”
“24.12 Notwithstanding anything to the contrary within these Articles, meetings of the Board shall be held at such locations and in such manner, and resolutions of Directors passed in writing shall be signed, so as to cause the Company to:
24.12.1 be resident for taxation purposes in Jersey; and
24.12.2 comply with the Taxation (Companies – Economic Substance) (Jersey) Law 2019.”,
(such proposed amendments together, the "Board Proposals").
A valid resolution in favour of the Board Proposals requires the approval of shareholders with at least sixty-seven percent (67%) 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 66,678,210 shares, with a corresponding number of votes. The Company holds 883,259 own shares.
FURTHER INFORMATION
Copies of accounts, audit report, remuneration report, proxy form, complete proposals and all other relevant documents are available on the Company’s website.
The shareholders are hereby notified regarding the right to, at the annual general meeting, request information from the Board of Directors and the CEO.
Jersey, 1 May 2025
CoinShares International Limited
The Board of Directors
About CoinShares
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.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
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