2 June 2025 | SAINT HELIER, Jersey | CoinShares International Limited (“CoinShares” or the “Company“) (Nasdaq Stockholm Market: CS; US OTCQX: CNSRF), a global investment firm specializing in digital assets, is pleased to announce that all of the resolutions proposed at the Annual General Meeting (“AGM”) of the Company, held as of 30 May 2025, were duly passed via poll.
The Company’s Board of Directors wished to highlight the following:
Resolution 13 – Resolution regarding authorising the Board of Directors to decide on repurchase and transfer of own shares
The AGM resolved that the Board of Directors shall decide on purchases of the Company’s own shares in accordance with the following terms.
- Share repurchases may be made on Nasdaq Stockholm or any other regulated market.
- The authorisation may be exercised on one or more occasions before the 2026 Annual General Meeting.
- The Company’s holding of shares at any given time shall not exceed 15% of the total number of shares in the Company.
- Repurchases of the Company’s own shares may shall be made at a price of no more than 5% above the average trading price of the shares for the 5 business days prior to the repurchase date.
- Payment for the shares shall be made in cash.
In addition, the AGM resolved 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, terms.
- Transfers may be made on (i) Nasdaq Stockholm or (ii) outside of Nasdaq Stockholm in connection with the acquisition of companies, operations, or assets.
- The authorisation may be exercised on one or more occasions before the 2026 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 Stockholm (or any other regulated market) shall be made at a price of no more than 5% above the average trading price of the shares for the 5 business days prior to the transfer date. For transfers outside of Nasdaq Stockholm, the price shall be set so that the transfer is made at market terms, except for delivery of shares in connection with employee stock option programs.
- 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 authorisation may also be used in order to enable delivery of shares in connection with employee stock option programs.
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 14 – Resolution regarding amendments to the Company’s Articles of Association
The AGM resolved that Company’s Articles of Association be amended by deletion of the existing articles 3.6.2, 17.2.7 and 24.12 and the insertion of new articles 3.6.2, 17.2.7 and 24.12 as follows:
“3.6.2 the Directors may, by unanimous consent only, during any period of two consecutive calendar years, resolve to allot and issue in one or more tranches such number of ordinary shares (including, for the avoidance of doubt, any shares issued pursuant to, in connection with or upon conversion of any subsequently issued convertible bonds) as does not in the aggregate exceed twenty five percent (25%) of the total number of ordinary shares in issue (excluding any ordinary shares held in treasury) at 9am on 1st January of such year (rounded down to the nearest whole share), without the offer, issue or allotment of such shares or the issue or conversion of any subsequently issued convertible bonds being subject to the provisions of Article 3.2 provided always that any such allotment, issue, or conversion is effected solely in connection with bona fide transactions for business purposes only (and for the avoidance of doubt the terms of this Article 3.6.2 shall not include the issuance of shares or convertible securities as consideration or compensation for services rendered by employees, consultants, directors, or any other individuals in a personal capacity) and provided further that any issuance or allotment to any natural person pursuant to this Article 3.6.2 shall be subject to the unanimous approval of the remuneration committee as required by and in accordance with the terms of reference for such remuneration committee and shall not in aggregate in any calendar year exceed five percent (5%) of the total number of ordinary shares in issue at the time of such offer;”
“17.2.7 the creation of any charge or other security over any assets or property of a Group Company to secure borrowings, or indebtedness in the nature of borrowings, of that Group Company which, when aggregated with all other such borrowings or indebtedness, would exceed £200,000,000 (OTHER THAN in the ordinary course of its Business, and, DISREGARDING any amounts borrowed from other Group Companies) provided always that, subject to applicable law, nothing in these Articles (including without limitation this provision) shall restrict or prevent or be deemed to restrict or prevent the issuance by the Company of any corporate or convertible bonds or other debt instruments on an unsecured basis.”
“24.12 Notwithstanding anything to the contrary within these Articles, meetings of the Board shall be held at such locations and in such manner, and resolutions of Directors passed in writing shall be signed, so as to cause the Company to:
24.12.1 be resident for taxation purposes in Jersey; and
24.12.2 comply with the Taxation (Companies – Economic Substance) (Jersey) Law 2019.”
36,267,305 shares and votes were registered for the AGM, representing 54.39% of the issued share capital as at 16 May 2025.
The number of shares in issue (and total voting rights) as at close of business on 16 May 2025 was 66,678,210 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at close of business on 16 May 2025 was 66,678,210.
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://investor.coinshares.com/c-governance/general-meetings.
In response to a shareholder question and as previous advised during the 1Q25 earnings call, the CEO reaffirmed his commitment to the Company’s long-standing objective of enhancing shareholder value by securing a listing on a major U.S. exchange such as Nasdaq or the NYSE.
Several potential paths to listing were outlined, including a secondary listing and reverse takeover structures. The CEO noted that the reverse takeover market in the U.S. is currently active, offering a range of options—from legacy listed entities seeking a strategic reset to clean shells, with or without available cash.
CoinShares’ strong earnings and robust margins provide meaningful strategic flexibility. At this stage, the Company remains focused on completing its PCAOB historical audit, which is the primary gating item for any U.S. listing initiative.
About CoinShares
CoinShares is a leading global investment company specialising in digital assets, that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients that includes corporations, financial institutions and individuals. Focusing on crypto since 2013, the firm is headquartered in Jersey, with offices in France, Sweden, Switzerland, the UK and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm 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 | [email protected]
Investor Relations | +44 (0)1534 513 100 | [email protected]
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 08:30 BST on Monday, 2 June 2025.
