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Cryptology Asset Group PLC
Sliema/Malta
To the Shareholders of Cryptology Asset Group PLC
NOTICE TO CONVENE CRYPTOLOGY ASSET GROUP PLC'S
EXTRAORDINARY GENERAL MEETING (EGM) OF SHAREHOLDERS
Notice to shareholders is hereby being given in terms of Articles 164 and 165 of the Articles of Association of an Extraordinary General Meeting ('EGM') of Cryptology Asset Group PLC (C-84355), to be held at:
66/67, Beatrice, Amery Street, Sliema SLM 1707 Malta on Tuesday 20th day of July 2021 at 11:00am (CET).
In order to limit the spread of the COVID-19 epidemic, the Company's Board of Directors has decided to adopt the exceptional meeting procedure provided for in the Companies Act (Public Companies - Annual General Meetings) Regulations, 2020, (specifically Article 5) which temporarily deviates from some of the provisions of the Maltese Companies
Act, Cap. 386 of the Laws of Malta.
The Board of Directors has decided to take the measures permitted by the temporary legislation in order to hold the General
Meeting in a predicable manner whilst also taking into account the health and safety of its shareholders, personnel and other
stakeholders.
It will not be possible to participate in the meeting 'in person', and no video link to the meeting venue will be provided. Only the Company's Board of Directors, CFO & Company Secretary will be present at the meeting venue.
The Company's shareholders can participate in the meeting and exercise their rights as per instructions for shareholders as
provided below in Section 3(Instructions for the Participants in the General Meeting of the Shareholders).
Wednesday, 23rd day of June 2021
By order of the Board of Directors
| 1. |
Matters on the Agenda of the General Meeting of the Shareholders.
At the General Meeting of the Shareholders, the following matters will be considered: |
| I. |
Opening of the Meeting. | | II. |
Calling the Meeting to Order. | | III. |
Nomination and Appointment of a Chairman.
Mr. Patrick Lowry (CEO) will serve as Chairperson of the General Meeting. If Mr. Lowry is prevented from serving as the chairperson
for a weighty reason, the Board of Directors will appoint a person they deem most suitable to serve as the Chairperson. | | IV. |
Confirmation of Quorum (not less than 51% of the members holding an equivalent paid-up voting share capital of the company). | | V. |
Recording the Attendance at the Meeting and Adoption of the List of Votes.
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General
Meeting will be deemed shareholders participating in the meeting. | | VI. |
Election of one or two persons to verify the minutes.
During the Meeting, a person will be chosen to scrutinise the minutes. | | VII. |
Extraordinary Resolution - Waiver of Notice Period from 21 days to 14 days.
The Board of Directors proposes that Pursuant to Clause 60(i) of the Articles of Association, authorisation will be granted
to reduce the notice period from twenty-one (21) days' to fourteen (14) days' having obtained approval by a majority of not
less than two-thirds of the shares having voting rights or the issued share capital represented at the meeting. The notice
shall be exclusive of the day on which it is served or deemed to be served and of the day for which it was given. | | VIII. |
Extraordinary Resolution - Share Capital Alteration.
As per Articles 64, the Board of Directors proposes a 'share-split' of 20:1, meaning every single share of stock would be
split into twenty shares with a nominal value of 0.05 EUR per share. The purpose and scope of this 'share split' is to lower
the price per share and make Cryptology Asset Group Ltd.'s equity more liquid to trade.
Pursuant to Article 51(c) of the Company's Articles of Association, it is being proposed:
'that the Authorised share capital
of the Company be and is hereby re-denominated from 3,200,000 Ordinary Shares of a nominal value of EUR 1 per share ('the
current nominal value') into 64,000,000 Ordinary Shares of a nominal value of EUR 0.05 per share ('the new nominal value').
'that the Issued Share Capital
of the Company be and is hereby re-denominated from 2,853,375 Ordinary Shares of a nominal value of EUR 1 per share ('the
current nominal value') into 57,067,500 Ordinary Shares of a nominal value of EUR 0.05 per share' ('the new nominal value'). Subject to the passing of the above, that the Memorandum and Article of Association of the Company be amended such that Clause 7 of the Memorandum shall read as follows:
7. Share Capital.
a. Authorised.
The Authorised share capital
of the Company is three million and two hundred thousand euros (EUR 3,200,000) divided into sixty-four million (64,000,000)
Ordinary Shares having a nominal value of EUR 0.05 each.
b. Issued
The Issued Share Capital
of the Company is two million and eight hundred and fifty-three thousand and three-hundred and seventy-five euros (EUR 2,853,375)
divided into fifty-seven million and sixty-seven thousand and five hundred (57,067,500) Ordinary Shares having a nominal value
of 0.05 EUR each, being 100% paid-up by the undemoted: | Shareholder/s | Number of Ordinary Shares |
MALTA STOCK EXCHANGE PLC
REGISTRATION NO: C 42525
AS CUSTODIAN OF CLEARSTREAM
BANKING AG - CUSTOMERS ACCOUNT
GARRISON CHAPEL,
CASTILLE PLACE,
VALLETTA VLT 1063, MALTA
| 53,956,000 |
STEPHEN EDWARD RUBENS
HOLDER OF BRITISH PASSPORT
NUMBER: 526377164
9, HEATH CLOSE,
HAMPSTEAD WAY,
LONDON NW117DS,
UNITED KINGDOM
| 80,000 |
N-CONCERTA LLC
AMERICAN COMPANY REGISTRATION
NUMBER: 6033086
251,
LITTLE FALLS DRIVE,
WILMINGTON, NEW CASTLE,
DELAWARE,
UNITED STATES
| 134,000 |
MARC THOMAS FORSTER
HOLDER OF SWISS PASSPORT
NUMBER: X2957024
16633,
VENTURA BOULEVARD,
ENRICO CA91434,
UNITED STATES
| 40,000 |
WEINTRAUB AS
NORWEGIAN COMPANY NUMBER:
988898759
C/O KIPPERBERG BOGAFJELLBAKKEN 157,
4324 SANDNES,
SANDNES 1102,
NORWAY
| 340,000 |
LAURENTIUS HARRER
HOLDER OF AMERICAN PASSPORT
NUMBER: 561318636
2127, LINDEN AVENUE,
VENICE, CALIFORNIA,
CA 90291, UNITED STATES OF AMERICA
| 50,000 |
JAMES BREWSTER WEINSTOCK
HOLDER OF AMERICAN PASSPORT
NUMBER: 566529303
5416 SHERIER PL NW,
WASHINGTON, DC 20016,
UNITED STATES OF AMERICA
| 50,000 |
KARL-PHILLIP SCHLOSSSTEIN
HOLDER OF GERMAN PASSPORT
NUMBER: C7LZG7GHK
UNIT S302, 45 TANAGER WAY,
WEST BAY, GRAND CAYMAN,
CAYMAN ISLANDS
| 50,000 |
SMALL & MID CAP INVESTMENTBANK AG
REGISTRATION NUMBER: HRB 193714
BARER STRASSE, 7,
MUNICH 80333,
GERMANY
| 2,367,500 |
| | IX. |
Any other matters arising. | | X. |
Closing of the Meeting. |
Wednesday, 23rd day of June 2021
By Order of the Board of Directors
Dr. Michael Calleja
Company Secretary
The minutes of the meeting will be made available on Cryptology Asset Group PLC's website by not later than the 27th day of July 2021 under the section Investor Relations. | 3. |
INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING OF SHAREHOLDERS. |
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting only voting in advance in
accordance with the instructions provided below (as per Legal Notice 288 of 2020). A. Record Date. For shareholders, their shares are maintained in a collective securities account via the Malta Stock Exchange Clearstream:
Only those shareholders are entitled to exercise their voting rights who have sent the proxy form (above) by submitting proof
of their shareholding. Proof of entitlement to participate in the General Meeting and to exercise voting rights must be provided
in the form of a written proof of share ownership of an institution admitted to the custody of securities; this proof must
be in German or English. The evidence must refer to the beginning of the 14th day prior to the Annual General Meeting, i.e. 5th day of July 2021 (CEST) ("record date"). The Company is entitled to demand further suitable evidence in case of doubt as
to the correctness or authenticity of the evidence. If this proof is not provided or not provided in a proper form, the Company
may reject the shareholder. For shareholders, whose shares are not maintained in a collective securities account via the Malta Stock Exchange Clearstream:
These shareholders are entitled to exercise their voting rights, who are registered at the 5th day of July 2021 0.00 a.m. (CEST) in the company register.
B. Participation and voting by Members. A shareholder may participate and vote at the meeting by submitting a proxy form to the company. Proxy templates are herein
annexed & marked Annex 'A'.
In virtue of Article 5(2)(b) of Legal Notice 288 of 2020, shareholders shall only be able to appoint the Chairman of the meeting as their proxy and may indicate on the form of proxy how the Chairman as such proxy is to vote on each resolution
put to the meeting.
In terms of Clause 96 of the Articles of Association, a Member may participate by proxy by completing and signing the proxy form dispatched to all Members together with this notice and sending same to the Office of the Company Secretary not less
than 24 hours before the time appointed for the meeting.
If a shareholder participates in the General Meeting of Shareholders by means of several proxy representatives representing
the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the
shareholder must be identified in connection with the registration for the General Meeting of Shareholders.
A proxy form may be sent to the Company either:
(a) by mail to The Company Secretary (Registered Office Address); or
(b) by electronic means to: calleja@drwerner.com In case of proxies sent by email to the email address above set out, the email should have attached thereto a copy of the relevant Proxy Form duly completed and signed by the shareholder or a duly authorised person on behalf of a corporate/institutional Member.
C. Completing the Proxy Form A Member wishing to participate at the meeting by proxy is to complete all details required on the proxy form fully, clearly
and accurately.
This includes:
(a) Nomination and Appointment of the Chairman as proxy to the meeting.
(b) Indicating whether the Member wishes the proxy to vote as the appointed proxy wishes or whether the Member wishes to instruct
the proxy how to vote. In either case a mark ought to be made in the appropriate box indicated in the proxy form. In the event that no indication is made it shall be deemed that the Member authorises the proxy to vote as the proxy wishes,
unless the Member indicates how he/she wishes the shares held to be voted by inserting the number of shares or another appropriate
mark against the relevant resolutions, in which case the proxy shall be deemed authorised to vote only as indicated by the
Member in the proxy form;
(c) Where a Member wishes to have his/her proxy vote in a particular manner then he/she should indicate his/her voting preference
appropriately against each resolution. The procedure for voting is established and governed in terms of Clause E of this Notice accordingly.
Any resolution remaining unmarked on the ballot paper will be treated as authorizing the appointed proxy to vote as he/she
wishes.
D. Participation and Voting. A Member wishing to participate simply by having their votes taken into account at the meeting should fill in the proxy form in favour of the Chairman of the meeting and then proceed to instruct the Chairman how to vote on each resolution to be taken at the meeting by completing
the proxy form accordingly.
E. Draft Resolutions and Documents The draft resolutions to be considered and voted upon at the meeting are included as an integral part of this notice. The
full unabridged text of any documents submitted to the meeting shall, unless dispatched to shareholders, be available at the
registered office of the Company and on cryptology-ag.com. F. Right to ask questions. As per clause 5(2)(c) of Legal Notice 288 of 2020, sufficient time must be allowed for shareholders to ask questions which
are pertinent and related to the items on the agenda of the meeting in advance, whether by electronic means or by letter addressed
to the company.
Such questions will be answered by the directors or by such person as the directors may delegate for that purpose. In this connection, all shareholders shall be allowed time to submit such questions via electronic format up to forty-eight (48) hours prior to the meeting.
The company shall provide an answer to the questions on its website within forty-eight (48) hours from the termination of the meeting.
Provided that the company may provide an overall answer to questions having the same content and that the company may take
reasonable measures to ensure the identification of the shareholder or the proxy.
To ensure efficient proceedings at the meeting the directors invite Members to submit in writing any questions related to the resolutions to be sent to the Company Secretary by mail to the Company Secretary on
calleja@drwerner.com
by not later than 48 hours before the meeting.
Whilst the Directors shall endeavour to reply to all questions that may be raised at the meeting only questions that shall
have been submitted to them as aforesaid shall be entitled to a reply, provided that any questions raised for the first time
at the meeting and to which the directors are not able to provide an immediate reply, shall, subsequent to the meeting be
answered by the directors by posting a reply on the Company's website by not later than the 12th day of July 2021.
In Sliema on the 23rd day of June 2021
Cryptology Asset Group PLC
Board of Directors
ANNEX A - PROXY FORM 1
FORM OF PROXY
VOTING PREFERENCES
As a Shareholder of Cryptology Asset Group PLC (C 84355), I hereby appoint the duly appointed Chairman of the AGM as my proxy to vote on my behalf, at the Extraordinary
General Meeting (EGM) and at any adjournment thereof:
Date _____________ Name of Shareholder ___________________________
Signature of Shareholder__________________________________________
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FILL IN ONE
OF THE FOLLOWING BOXES | | | | | | THE CHAIRMAN IS AUTHORISED TO VOTE AS HE DEEMS FIT |
[ ] | | | | | THE CHAIRMAN WILL VOTE AS INDICATED IN THE HEREUNDER RESOLUTIONS PANEL |
[ ] | | | |
PROXY FORM BY ELECTRONIC MEANS
VOTING PREFERENCES
To be completed when sending Proxy Form by electronic means
Name of Shareholder___________________________________________
Signature of Shareholder_________________________________________
Telephone/Mobile Phone Number __________________________________
E-mail address _________________________________________________
A proxy form sent by electronic means is only valid upon confirmation by the Company Secretary.
|
EXTRAORDINARY RESOLUTION | | | | | | | | | |
VOTING PREFERENCES | |
|
| | | | | | |
FILL IN ONE OF THE FOLLOWING BOXES |
FOR |
AGAINST |
ABSTAIN | | | | | | | The Board of Directors proposes that Pursuant to Clause 60(i) of the Articles of Association, authorisation will be granted
to reduce the notice period from twenty-one (21) days' to fourteen (14) days' having obtained approval by a majority of not
less than two-thirds of the shares having voting rights or the issued share capital represented at the meeting. The notice
shall be exclusive of the day on which it is served or deemed to be served and of the day for which it was given.
|
[ ] |
[ ] |
[ ] | | | | | |
|
EXTRAORDINARY RESOLUTION | | | | | | | | | |
VOTING PREFERENCES | |
|
| | | | | | |
FILL IN ONE OF THE FOLLOWING BOXES |
FOR |
AGAINST |
ABSTAIN | | | | | | | That the Authorised Share Capital of the Company be and is hereby re-denominated from 3,200,000 Ordinary Shares of a nominal value of EUR 1 per share ('the
current nominal value') into 64,000,000 Ordinary Shares of a nominal value of EUR 0.05 per share ('the new nominal value').
|
[ ] |
[ ] |
[ ] | | | | | | | That the Issued Share Capital of the Company be and is hereby re-denominated from 2,853,375 Ordinary Shares of a nominal value of EUR 1 per share ('the
current nominal value') into 57,067,500 Ordinary Shares of a nominal value of EUR 0.05 per share' ('the new nominal value').
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[ ] |
[ ] |
[ ] |
ANNEX B - PROXY FORM 2
Where a Member holds Shares for and on behalf of third parties
, such Member is entitled to grant a proxy to each such third party or other persons designated by the third party, and the
instrument appointing the proxies shall, to permit votes attaching to Shares to be cast differently than others, be in the
following form or in a form as near thereto as circumstances permit:
FORM OF PROXY
VOTING PREFERENCES
As a Member holding Shares for and on behalf of third parties in Cryptology Asset Group PLC (C 84355), I hereby appoint the duly appointed Chairman of the AGM as my proxy to vote on my behalf, at the Extraordinary
General Meeting (EGM) and at any adjournment thereof:
Date _____________ Name of Shareholder ___________________________
Signature of Shareholder__________________________________________
|
FILL IN ONE
OF THE FOLLOWING BOXES | | | | | | THE CHAIRMAN IS AUTHORISED TO VOTE AS HE DEEMS FIT |
[ ] | | | | | THE CHAIRMAN WILL VOTE AS INDICATED IN THE HEREUNDER RESOLUTIONS PANEL |
[ ] | | | |
PROXY FORM BY ELECTRONIC MEANS
VOTING PREFERENCES
To be completed when sending Proxy Form by electronic means
Name of Shareholder____________________________________________
Signature of Shareholder_________________________________________
Telephone/Mobile Phone Number __________________________________
E-mail address _________________________________________________
A proxy form sent by electronic means is only valid upon confirmation by the Company Secretary.
|
EXTRAORDINARY RESOLUTION | | | | | | | | | |
VOTING PREFERENCES | |
|
| | | | | | |
FILL IN ONE OF THE FOLLOWING BOXES |
FOR |
AGAINST |
ABSTAIN | | | | | | | The Board of Directors proposes that Pursuant to Clause 60(i) of the Articles of Association, authorisation will be granted
to reduce the notice period from twenty-one (21) days' to fourteen (14) days' having obtained approval by a majority of not
less than two-thirds of the shares having voting rights or the issued share capital represented at the meeting. The notice
shall be exclusive of the day on which it is served or deemed to be served and of the day for which it was given.
|
[ ] |
[ ] |
[ ] | | | | | |
|
EXTRAORDINARY RESOLUTION | | | | | | | | | |
VOTING PREFERENCES | |
|
| | | | | | |
FILL IN ONE OF THE FOLLOWING BOXES |
FOR |
AGAINST |
ABSTAIN | | | | | | | That the Authorised Share Capital of the Company be and is hereby re-denominated from 3,200,000 Ordinary Shares of a nominal value of EUR 1 per share ('the
current nominal value') into 64,000,000 Ordinary Shares of a nominal value of EUR 0.05 per share ('the new nominal value').
|
[ ] |
[ ] |
[ ] | | | | | | | That the Issued Share Capital of the Company be and is hereby re-denominated from 2,853,375 Ordinary Shares of a nominal value of EUR 1 per share ('the
current nominal value') into 57,067,500 Ordinary Shares of a nominal value of EUR 0.05 per share' ('the new nominal value').
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[ ] |
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