Notice of Virtual Annual General Meeting of Coinshares
International Limited on 31 May 2024
Notice is hereby given that the Annual General Meeting of
CoinShares International Limited (the “Company”) will take
place on Friday, 31 May 2024 at 14:00 BST in the form of a
hybrid virtual event at 2 Hill Street, St Helier, Jersey, JE2
4UA.
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 record 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 2024, 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 2024, 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 2024. 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.
PROPOSED AGENDA
- 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), 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
2024.
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
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. 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 2025, 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 in 2025. 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 the financial year 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 2023.
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:
- Share repurchases may be made only for the purposes of
completing block transactions.
- The authorisation may be exercised on one or more occasions
before the 2025 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.
- A block transaction is defined as a single transaction that
exceeds the "normal market size" of transactions. For the purpose
of determining whether a transaction is of "normal market size",
the thresholds for large in scale (LIS) transactions set out in
MiFID II are applied.
- 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 2025 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 67,655,461 shares, with a corresponding
number of votes. The Company holds 1,147,233 own shares.
FURTHER INFORMATION
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, 30 April 2024 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
- 2024 Proxy Form
- CoinShares Remuneration Report 2023
Grafico Azioni CoinShares (TG:3TW)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni CoinShares (TG:3TW)
Storico
Da Feb 2024 a Feb 2025
