20 June 2022 | SAINT HELIER, Jersey | CoinShares International Limited (Nasdaq First North Growth Market: CS; US OTCQX: CNSRF) (“CoinShares”), Europe's largest and longest standing digital asset investment firm, is pleased to announce that all of the resolutions proposed at the Annual General Meeting ("AGM") of CoinShares International Limited ("Company"), held today, 20 June 202, were duly passed via poll.
The Company's Board of Directors wished to highlight the following:
Resolution 14 – Resolution regarding authorising the board of directors to decide on repurchase and transfer of own shares
The AGM resolved that the Board of Directors be authorised 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 First North Growth Market or any other regulated market.
- The authorisation may be exercised on one or more occasions before the 2023 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 First North Growth 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.
- Payment for the shares shall be made in cash.
In addition, the AGM 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 First North Growth Market or (ii) outside of Nasdaq First North Growth Market in connection with the acquisition of companies, operations, or assets.
- The authorisation may be exercised on one or more occasions before the 2023 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 First North Growth 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 transfer. For transfers outside of Nasdaq First North Growth Market, the price shall be set so that the transfer is made at market terms.
- 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 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.
Resolution 15 – Resolution regarding amendments to the Company’s articles of association
The AGM resolved that the Company’s articles of association be altered by the deletion of the existing articles of association in their entirety and the adoption and substitution in their place of the articles of association in the form presented to the AGM.
48,851,062 shares and votes were registered for the AGM, representing 72% of the issued share capital as at 15 June 2022.
The number of shares in issue (and total voting rights) at close of business on 15 June 2022 was 68,213,821 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company are 68,213,821.
The full text of the resolutions passed at the AGM can be found in the Notice of the Annual General Meeting (included within the Annual Report) which is available on the Company’s website at https://coinshares.com/investor-relations/reports-portal/
About CoinShares
CoinShares is Europe's largest and longest standing digital asset investment firm, managing billions of dollars 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. CoinShares is publicly listed on the Nasdaq First North Growth Market under the ticker CS and the OTCQX under the ticker CNSRF.
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
Certified Advisor – Mangold Fondkommission AB | +46 (0)8 503 015 50 | ca@mangold.se
This information is information that CoinShares International Limited is obliged to make public pursuant to the EU Market Abuse Regulation (596/2014). The information in this press release has been published through the agency of the contact persons set out above, at 18:45pm BST on 20 June 2022.
