Cryptology Asset plc: Minutes of the Extraordinary General Meeting of May 30, 2022

Cryptology Asset Group PLC

66/67, “Beatrice”, rue Amery,

Sliema, SLM 1707, Malta

+356 799 85 85 1 [email protected]

Bankers: Sparkasse Bank

Registered address:

66/67, “Beatrice”, rue Amery,

Sliema, SLM 1707, Malta

VAT number: MT24849507

MINUTES OF THE EXTRAORDINARY GENERAL ASSEMBLY (AGE) OF:

CRYPTOLOGY ASSET GROUP PLC.

Monday 30e May 2022

An Extraordinary General Assembly [EGM] of Cryptology Asset Group PLC was convened on Monday 30e from May 2022 to: 66/67, “Beatrice”, Amery Street, Sliema, SLM 1707, Malta to

11:00.

Present (5):

Mr. Patrick Lowry [Chief Executive Officer, Director] -PL

Mr Jefim Gewiet [Executive Director] -JG

Dr Joerg Werner [Non-Executive Director] -JW

Mr Edwin Zammit [Chief Financial Officer] -EZ

Dr Michael Calleja [Company Secretary] -MC

The following points are discussed as they appear on the agenda of the general meeting of shareholders.

1. Opening of the Meeting.

The Director, Mr. Jefim Gewiet, welcomed everyone present and noted the special exceptional circumstances presented by COVID-19 – and the convening of this general meeting in execution of the ‘The Companies (Public Companies – Annual General Meetings) Act Regulations, 2020 (specifically section 5) which temporarily deviates from the provision of Chapter 386 of the Laws of Malta.

2. Call to order.

The Assembly is opened around 11:10 am.

3. Appointment and appointment of a president.

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It was decided to appoint Mr Jefim Gewietas President of the Assembly. The motion was passed unanimously as originally proposed in the notice for the CAG Extraordinary General Meeting.

4. Confirmation of quorum (not less than 51% of members holding equivalent paid-up share capital with voting rights of the company).

The Company Secretary informed all present that he had received four (4) nominations to the form of proxy, including one (1) from the Malta Stock Exchange PLC as Custodians of Clearstream Banking AG.

The four (4) proxy forms received were as follows:

  1. Proxy Appointment Form Gray Study Capital GmbH(representing 15.73% of the issued share capital of the company).
  2. Proxy Appointment Form Aperion Ltd Investment Group(representing 50.94% of the issued share capital of the company).
  3. Proxy Appointment Form Marc Forster(representing 0.069% of issued share capital).
  4. Proxy Appointment Form of MSE(as Clearstream Custodians) – no amount indicated.

Regarding the only proxy forms submitted to the Secretary General, a quorum of more than 51% was reached (considering that the overall representation of the total number of shares entitled to vote and participate in the General Meeting was 66.74%) and the meeting could start accordingly.

The proxy forms are attached to these minutes and hereinafter referred to as “Appendix 1”.

5. Registration of Attendance at the Meeting and Adoption of the Voting List.

Given the exceptional circumstances due to COVID-19, only the Board of Directors, the Chief Financial Officer and the Company Secretary were able to attend and be present at the venue of the meeting. However, all Shareholders have been offered the opportunity to participate in the meeting and exercise their rights in accordance with the instructions set out in Section 3 of the Official Notice of Meeting.

The full list of members entitled to attend and vote at the Extraordinary General Meeting [EGM]like a Registration Date 18e of May 2022 were as follows:

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Member

Number of

Power of attorney instructions

Shares

MALTA STOCK EXCHANGE PLC

[See Proxy

1

Registration No: C 42525

57,047,500

Nomination Forms]

AS CLEARSTREAM BANKING DEPOSITARY

SA – CUSTOMER ACCOUNT

Actions not related to Clearstream

Power of attorney instructions

President to vote

2

MARC THOMAS FORSTER

40,000

as he sees fit.

3

STEPHEN EDWARD RUBENS

80,000

None

4

JAMES BREWSTER WEINSTOCK

50,000

None

6. Election of one or two people to check the minutes.

Mr Jefim Gewiet [Director] and Dr Joerg Werner [Non-Executive Director] have been named and designated as the two people who will check the minutes.

7. (A) Approve the following Resolution:

The Board of Directors proposes that pursuant to Article 60(i) of the Articles of Association, authorization be given to reduce the notice period from twenty-one (21) days to fourteen (14) days after approval at the majority of at least two-thirds of the shares with voting rights or of the share capital represented at the meeting. The notice excludes the day on which it is served or deemed to be served and the day for which it was given.

Clause 7(A) was approved by over 75% of the members present and entitled to vote.

(B) Approve the following Resolution:

The Board proposes that pursuant to Article 41 of the Articles of Association (and pursuant to Section 106 of the Companies Act, Cap 386 of the Laws of Malta), the Company be permitted to acquire, in its own name, these number of own ordinary shares of the Company under the following conditions:

  1. The maximum number of shares that the Company is authorized to acquire may not exceed ten% issued share capital;

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  1. The Company’s authorization to acquire its own shares is valid for eighteen
    1. months from the date of this resolution; and
  2. The Company will be authorized to acquire any ordinary share at any price within the limit of EUR 15 p/share.’

Clause 7(B) was approved by more than 75% of the members present and entitled to vote.

EZ, as Chief Financial Officer, proposed to add the following caveat with respect to clause 7(b). ‘That the redemption of shares be so authorized by the Board of Directors provided that sufficient funds are available at all times in the account of the company’.

This motion is also approved by the deputies present.

8. Any other issues raised.

  • Chief Financial Officer EZ said that in the coming weeks the auditors will send both the draft income statement and balance sheet for review by the board.
  • In view of the upcoming Annual General Meeting (AGM), the Board instructed the
    Company Secretary to prepare “Notice of Annual General Meeting” without Covid-19 protocols (and restrictions). Thus, the meeting will be open to all members who can attend the meeting “in person”. In addition, the board advised that the proposed date for the AGM will be monday 27e June 2022 at 3:00 p.m. in Sliema.
  • EZ, indicated that he had sought clarification from Clearstream regarding the number of shares held by all Members on the Düsseldorf Stock Exchange. According to email received on 30e of May 2022, the “disclosure information” submitted does not make sense contextually, particularly with respect to the number of shares. EZ said he will follow up with Clearstream (through the MSE) to gain a better understanding of the overall shareholder structure accordingly. [See Annex 3].

9. Closing of the Meeting.

As there were no further matters to discuss, the meeting ended at 11:45 am and was adjourned sine die.

Minutes approved and signed by the designated President.

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………………………………………….. ….

Mr. Jefim Gewiet (Chairman)

In WITNESS WHEREOF:

………………………………………….. …………….

Dr. Michael Calleja (company secretary).

Minutes reviewed and approved by:

Mr. JEFIM GEWIET & DR. JOERG WERNER.

Appendices

  1. Appointments by proxy form.
  2. Notice of Extraordinary General Meeting of Shareholders of CAG PLC.
  3. Communication from MSE with the CFO regarding the number of shares held on the Düsseldorf Stock Exchange.

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Michael J. Birnbaum