DGAP-News: Cryptology Asset Group PLC / Bekanntmachung der Einberufung zur Hauptversammlung
Cryptology Asset Group PLC: Bekanntmachung der Einberufung zur Hauptversammlung am 19.05.2021 in 66/67, Beatrice, Amery Street, Sliema SLM 1707 Malta mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

29.04.2021 / 15:07
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.


Cryptology Asset Group PLC Malta ISIN MT0001770107 / WKN A2JDEW


To the Shareholders of Cryptology Asset Group PLC

NOTICE TO CONVENE CRYPTOLOGY ASSET GROUP PLC'S
ANNUAL GENERAL MEETING (AGM) OF SHAREHOLDERS


Notice to shareholders is hereby being given in terms of Articles 164 and 165 of the Articles of Association of an Annual General Meeting ('EGM') of Cryptology Asset Group PLC (C-84355), to be held at:

66/67, Beatrice, Amery Street, Sliema SLM 1707 Malta on Wednesday the 19th of May 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, Auditors, 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).

By order of the Board of Directors.

Tuesday, 27th day of April 2021

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.

Presentation of two sets of audited accounts (both audited and consolidated).

VIII.

Ordinary Resolution: Receipt and approval of both the Audited Financial Statements and the Audited Consolidated Financial Statements of Cryptology Asset Group PLC (Annual Report) of the Company for the year ended 31st December 2020 and the Directors' Report for the year ending 31st December 2020 and the Auditors' Report for the year ending 31st December 2020.

IX.

Ordinary Resolution: To re-appoint the auditors Parker Randall Turner (PRT) and to authorise the Board of Directors to fix their remuneration.

X.

Extraordinary Resolution: To increase the Authorised Share Capital of the Company to 3,200,000 Ordinary Shares at a nominal value €1 each and to increase the Issued Share Capital to 2,900,000 Ordinary Shares at a nominal value €1 each (2,860,875 of which will be allotted and 100% paid-up to new shareholders whilst 39,125 Ordinary Shares will be unallocated and allotted at a future date through the procedure of Article 85(1) of the Companies Act, Cap. 386 of the Laws of Malta)

XI.

Election and composition of the new Board of Directors and Chairman of the Board of Directors.

XII.

Any other matters arising.

XIII.

Closing of the Meeting.

By Order of the Board of Directors.

2.

MEETING MATERIALS.

The minutes of the meeting will be made available on Cryptology Asset Group PLC's website by not later than the 26th of May 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 21st day prior to the Annual General Meeting, i.e. 27th April 2021, 00:00am. (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 27th day of April 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 26th day of May 2021.


In Sliema on the 27th day of April 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_

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.

ORDINARY RESOLUTIONS VOTING PREFERENCES
FILL IN ONE OF THE FOLLOWING BOXES FOR AGAINST ABSTAIN
 
AUDITED ACCOUNTS  [   ]  [   ]  [   ]
 
APPOINTMENT OF AUDITORS  [   ]  [   ]  
  [   ]
EXTRAORDINARY RESOLUTION VOTING PREFERENCES
FILL IN ONE OF THE FOLLOWING BOXES FOR AGAINST ABSTAIN
 
To increase the Authorised Share Capital of the Company to 3,200,000 Ordinary Shares at a nominal value €1 each and to increase the Issued Share Capital to 2,900,000 Ordinary Shares at a nominal value €1 each (2,860,875 of which will be allotted and 100% paid-up to new shareholders whilst 39,125 Ordinary Shares will be unallocated and allotted at a future date through the procedure of Article 85(1) of the Companies Act, Cap. 386 of the Laws of Malta).  [   ]  [   ] [   ] 
 
ELECTION OF DIRECTORS
 
In terms of Article 110, 'An election of Directors shall take place at every annual general meeting of the Company. All Directors, except a Managing Director, shall retire from office at least once every three (3) years. The following Directors are eligible for re-election:      
 
FILL IN ONE OF THE FOLLOWING BOXES FOR AGAINST ABSTAIN
 
MR. JEFIM GEWIET  [   ]  [   ]  [   ]
 
DR. JOERG WERNER  [   ]  [   ]  [   ]
 

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
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.

ORDINARY RESOLUTIONS VOTING PREFERENCES
FILL IN ONE OF THE FOLLOWING BOXES FOR AGAINST ABSTAIN
 
AUDITED ACCOUNTS  [   ]  [   ]  [   ]
 
APPOINTMENT OF AUDITORS  [   ]  [   ]  [   ]
 
EXTRAORDINARY RESOLUTION VOTING PREFERENCES
FILL IN ONE OF THE FOLLOWING BOXES FOR AGAINST ABSTAIN
 
To increase the Authorised Share Capital of the Company to 3,200,000 Ordinary Shares at a nominal value €1 each and to increase the Issued Share Capital to 2,900,000 Ordinary Shares at a nominal value €1 each (2,860,875 of which will be allotted and 100% paid-up to new shareholders whilst 39,125 Ordinary Shares will be unallocated and allotted at a future date through the procedure of Article 85(1) of the Companies Act, Cap. 386 of the Laws of Malta)  [   ]  [   ] [   ] 
 
ELECTION OF DIRECTORS
 
In terms of Article 110, 'An election of Directors shall take place at every annual general meeting of the Company. All Directors, except a Managing Director, shall retire from office at least once every three (3) years. The following Directors are eligible for re-election:      
 
FILL IN ONE OF THE FOLLOWING BOXES FOR AGAINST ABSTAIN
 
MR. JEFIM GEWIET [   ]   [   ]  [   ]
 
DR. JOERG WERNER  [   ]  [   ]  [   ]



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Sprache: Deutsch
Unternehmen: Cryptology Asset Group PLC
48, Triq Stella Maris, Sliema
1765 SLM
Malta
E-Mail: ez@cryptology-ag.com
Internet: https://cryptology-ag.com

 
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1190723  29.04.2021 

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