CoinShares PLC (CSHR) Earnings Call Transcript & Summary

Hello, and welcome to the 2026 CoinShares PLC Extraordinary General Meeting. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Paul Grinberg, Chair of the Board. The floor is yours.

Thank you, operator. Good afternoon, and welcome to the Extraordinary General Meeting of CoinShares PLC. My name is Paul Grinberg, and I am Chair of the Board of the company. I will be chairing this meeting. I'm joining you today from San Diego, California. The meeting is being held solely as a virtual meeting as the Board resolved under Article 11.3 of the company's Articles of Association. For the purposes of Article 11.4 of the articles, the meeting is deemed to take place in San Diego, California being the place at which I, as Chairperson of the meeting, am physically present. I'm satisfied that adequate facilities are available throughout this meeting to enable all shareholders to present, to communicate with one another and to participate in the business for which the meeting has been convened as required by Article 11.3. Before we begin, a few housekeeping points. All shareholders and guests other than the speakers are muted, [ podium ] questions are submitted through the online platform. The meeting is being recorded, and a recording will be retained by the company. Copies of the notice of meeting and supporting documents are available on the platform and on the company's Investor Relations website. If you experience technical difficulty, please use the support link on the meeting platform. I now declare the Extraordinary General Meeting open. I'm joined today by members of the Board as well as Jean-Marie Mognetti, CEO. The second item on the agenda is the election of the Chairperson of this meeting. Under Articles 11.6 of the articles, the Chairperson of the directors presides as Chairperson at every general meeting of the company. As Chair of the Board, I therefore take the Chair of this meeting. The agenda records this as an item for the meeting. And so unless any shareholder objects, I will take my appointment as Chairperson as confirmed. Thank you. I confirm that I am elected as Chairperson of the meeting. Under Article 11.2 of the articles, a quorum requires not less than 2 shareholders present, whether by virtual attendance or by proxy. I've been advised by the company Secretary that shareholders holding 93,873,868 ordinary shares, representing approximately 71.24% of the issued share capital are present in person or represented by proxy. A quorum is therefore present, and the meeting is properly constituted to transact business. The notice convening this meeting was issued by order of the Board and dated 24th August 2026. It was distributed to shareholders and published on the company's website in accordance with Article 10 of the Articles and Article 57 of the Companies Jersey Law 1991. With the consent of the meeting, I propose that the notice be taken as read. The third item on the agenda is the preparation and approval of the voting list. A list of shareholders entitled to attend, speak and vote at this meeting has been prepared by the company's registrar from the register of members as at 5:30 p.m. Jersey Time on 27 August 2026 being the record date, together with the proxy appointments validly received. That list records 26 shareholders present or represented holding in aggregate 93,873,868 ordinary shares. I propose that the voting list as prepared be approved as a voting list for this meeting. Unless there's any objection, I will take the voting list as approved. Thank you. The voting list is approved. The fourth item is the approval of the agenda. The proposed agenda set out on Page 4 of the notice of meeting is available on the meeting platform. I propose that the agenda set out in the notice be approved as the agenda for this meeting. Unless there is any objection, I will take the agenda as approved. Thank you. The agenda is approved. Before turning to the resolutions, let me explain how voting will work. Article 11.9 of the articles provides that a resolution put to the vote is decided in the first instance on a show of hands unless a poll is demanded. As Chairperson and in accordance with Article 11.10.1, I hereby demand a poll on each of the 4 resolutions to be put on this meeting. Voting will, therefore, be by way of poll on every resolution and no show of hands will be taken. Each poll is taken on the basis of 1 vote per ordinary share. Votes cast by proxy will be added to the votes cast live on the platform. There are 4 resolutions. Resolutions 1, 2 and 3 are proposed as ordinary resolutions and require a simple majority of the votes cast. Resolution 4 proposes a special resolution and requires not less than 67% of the votes cast. A vote withheld is not a vote in law and will not be counted for or against the resolution, although it counts towards the quorum. Resolution 2 is conditional on Resolution 1 passing. And Resolution 4 is conditional on Resolution 3 passing. If you have already voted by proxy, you do not need to vote again, and you should not do so unless you wish to change your vote. If you are voting live, the voting card is now open on your screen. You may vote at any time during the meeting, and I will tell you when the poll is about to close. I will now propose each of the 4 resolutions in turn. I will summarize each resolution rather than read it in full. Full text of each resolution is set out in the notice of meeting, which is available on the meeting platform, and it is the text in the notice that governs. Resolution 1 seeks shareholder authority for the company to make market purchases of its own ordinary shares in accordance with Article 57 of the Companies Law and Article 2.4 of the articles. The Board considers that this flexibility is in the interest of shareholders as a whole and allows the company to manage its capital base efficiently and to offset the dilutive effect of its employee share plans. I should emphasize that the cap and the price range are ceilings on the authority, not a target and not an execution plan. The company does not currently intend to purchase shares up to the full extent of this authority. I, therefore, propose Resolution 1 as set out in the notice of the meeting. Resolution 2 provides that any ordinary shares purchased under the authority in Resolution 1 be held by the company's treasury shares rather than canceled and authorizes the directors to deal with those treasury shares from time to time, including by reselling them, transferring them under an employee share plan or canceling them. Holding shares in treasury rather than canceling them keeps them available for use under the company's employee incentive arrangements and gives the Board flexibility in managing the capital structure. Resolution 2 is conditional on Resolution 1 being passed. I, therefore, propose Resolution 2 as set out in the notice of meeting. Resolution 3 asks shareholders to approve and adopt the CoinShares PLC 2026 equity incentive plan in its entirety in the form adopted by the Board on 21 August 2026 and tabled at this meeting. By way of background, shareholders have already approved the size of the share reserve for the plan. That is the initial share pool of 11% of ordinary shares outstanding together with the shares remaining under the company's prior plan and the annual increases of up to 3% in each of 2027, '28 and '29. That earlier approval fixed the quantum only. The plan itself as a complete instrument, its terms, its rules, its eligibility conditions and the types of award it permits; has not previously been put to shareholders. Resolution 3 does that. Resolution 3 does not increase the number of shares available under the plan. It authorizes the Board to allot, issue or transfer shares, including out of treasury pursuant to awards granted under the plan within the quantum shareholders have already approved. I should be clear that the shareholder approval is not legally required for the Board to adopt the plan. The Board already has that authority under Article 2.6 of the articles and neither the Companies Law, the articles nor the NASDAQ listing rules require it. We are seeking your approval because it is a precondition to awards under the plan, including incentive stock options qualifying for favorable tax treatment under Section 422 of the U.S. Internal Revenue Code and because it supports the French authority sought under Resolution 4. The Board considers that seeking this approval, although not required, allows the plan to be structured in the way that best serves employees and shareholders alike. If passed, this resolution constitutes approval of the plan for all purposes and the effective date of the plan will be today's date. I, therefore, propose Resolution 3 as set out in the notice of meeting. Resolution 4 is a special resolution and requires the support of not less than 67% of the votes cast. It authorizes the Board to grant free shares, actions, [ perpetuities ] under the plan under the French subplan and Appendix 2 to the plan on terms that allow those awards to qualify for the favorable French tax and social security regime under the French Commercial Code. Two points of emphasis. First, this resolution does not increase the plan's initial share pool. Free shares granted under it count towards that pool rather than adding to it. Second, the Board can make these grants without shareholder approval, but they would not qualify for the favorable French regime unless the shareholders fix these parameters in general meeting. That is the sole purpose of this resolution. Resolution 4 is conditional on Resolution 3 being passed. I, therefore, propose Resolution 4 as set out in the notice of meeting. That completes the formal business to be proposed. Before we close the poll, I would like to give the shareholders the opportunity to ask questions. Shareholders have the right to request information from the Board related to the items on the agenda to the extent required for a proper assessment of those items. If you have a question, please submit it now using the Q&A tab on the meeting platform. Thank you. I'm advised that we have received no questions from shareholders. We will therefore move on. The poll will now close. If you have not yet voted and wish to do so, please submit your vote now. [Voting]

I'd like to confirm with Computershare that voting is closed. The poll is now closed. The votes will be counted and verified by the company's registrar Computershare. The results of the poll will be announced by the company as soon as practical, published on our Investor Relations website and filed with the U.S. Securities and Exchange Commission on Form 6-K within 4 business days of today's meeting. That concludes all the business of this extraordinary general meeting. On behalf of the Board, thank you for attending today and for your continued support of CoinShares. If you have any questions, please contact our Investor Relations team through the details on our website. I now declare the meeting closed. Thank you.

This concludes the meeting. You may now disconnect.