NOTICE OF SCHEME GENERAL MEETING OF COINSHARES INTERNATIONAL LIMITED (THE “COMPANY”) ON 19 MARCH 2026

NOTICE IS HEREBY GIVENthat a general meeting of the Company (in this Notice of Scheme General Meeting, the “Scheme General Meeting”) will be held at 2nd Floor, 2 Hill Street, St Helier Jersey JE2 4UA on 19 March 2026 at 9.15 a.m. (or, if later, as soon thereafter as the Jersey Court Meeting (as defined in the scheme circular published today by the Company (the “Scheme Document”) of which this Notice of Scheme General Meeting forms part) concludes or is adjourned) for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as a special resolution. The Scheme General Meeting will be a combined physical and online meeting (hybrid meeting), with the ability for CoinShares Shareholders to attend and participate in person or online through the electronic facilities that are being made available via the Computershare online meeting platform (the “Virtual Meeting Platform”).

Unless the context requires otherwise, any capitalised term used but not defined in this Notice of Scheme General Meeting shall have the meaning given to such term in the Scheme Document of which this Notice of Scheme General Meeting forms part.

SPECIAL RESOLUTION

THAT:

1. 1. 1. for the purpose of giving effect to the scheme of arrangement dated 18 February 2026 between the Company and the Scheme Shareholders (as defined in the said scheme), a print of which has been produced to this meeting and, for the purposes of identification, signed by the Chair thereof, in its original form or with or subject to such modification, addition or condition proposed by the Company and approved or imposed by the Court (the “Scheme”), the directors of the Company (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;
      2. with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new Article 35:

“35.      SHARES NOT SUBJECT TO SCHEME OF ARRANGEMENT

35.1     In this Article, references to the "Scheme " are to the scheme of arrangement between the Company and the Scheme Shareholders (as defined in the Scheme) dated 18 February 2026 (with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company to implement the direct or indirect acquisition of the entire issued and to be issued share capital of the Company (other than the Excluded Shares (as defined in the Scheme)) by Odysseus (Cayman) Limited (“Odysseus Cayman”)) under Article 125 of the Companies (Jersey) Law 1991 and terms defined in the Scheme shall (unless otherwise defined in these Articles) have the same meanings in this Article.

35.2     Notwithstanding any other provision of these Articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any shares (other than to Odysseus Cayman (or its nominee(s))) at or prior to the Scheme Record Time such shares shall be issued subject to the terms of the Scheme and the original or subsequent holder or holders of such shares shall be bound by the Scheme accordingly. 

35.3     Notwithstanding any other provision of these Articles, if any shares are issued or transferred out of treasury to any person other than Odysseus Cayman (or its nominee(s)) (i) before the Scheme Record Time (but after the Voting Record Time) and (ii) at or after the Scheme Record Time (each a “Post-Scheme Share”) they will, provided that the Scheme has become effective, be immediately transferred to Odysseus Cayman (or as Odysseus Cayman may otherwise direct) in exchange for the issue or transfer to the relevant allottees of such number of New Odysseus Holdings Shares based on the Equity Exchange Ratio, as if each such share had been a Scheme Share.

35.4     Notwithstanding any other provisions of these Articles, subject to the Scheme becoming Effective, the rights and entitlements which would otherwise be exercisable in respect of or attach to any Scheme Restricted Shares will not be exercisable or apply in respect of such Scheme Restricted Shares for as long as a direct or indirect interest holder in such Scheme Restricted Shares is a Sanctions Disqualified Shareholder including, without limitation:

35.4.1  the right to receive notice of, be present at or to vote (either in person or by representative or proxy) at any general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferred by membership in relation to any such meeting or poll, and any votes purported to be cast by or on behalf of such member in respect of the Scheme Restricted Shares at a general meeting or at a separate meeting of the holders of a class of shares will be disregarded;

35.4.2  the right to receive notices or documents (including, without limitation, share certificates, annual reports, accounts and resolutions) from or in respect of the Company;

35.4.3  the right to transfer such Scheme Restricted Shares or have such transfer be registered and any purported transfer of such Scheme Restricted Shares will be void;

35.4.4  the right to a further issuance of shares in respect of any such Scheme Restricted Shares or in pursuance of an offer made to the holders of shares in the Company; and

35.4.5  any right to receive payment of sums due from the Company on such Scheme Restricted Shares, whether in respect of distributions, of capital pursuant to any share buyback or otherwise and any such payment or other money payable in respect of such Scheme Restricted Shares shall be withheld by the Company, which shall not have any obligation to pay interest on it, and be paid into a blocked or frozen account (as applicable) in accordance with applicable Sanctions.

35.5     Subject to the Scheme becoming Effective, upon each direct and indirect interest holder of Scheme Restricted Shares ceasing to be a Sanctions Disqualified Shareholder or Odysseus Cayman having obtained the requisite licences in accordance with all applicable Sanctions to acquire such Scheme Restricted Shares in the manner set out in this Article 35 (at such point, such shareholder becoming a “Non-Restricted Holder” and such shares becoming “Non-Restricted Shares”), Odysseus Cayman may, in its sole and unfettered discretion, serve written notice on the Non-Restricted Holder obliging it to transfer each such Non-Restricted Share immediately to Odysseus Cayman (or as it may direct) free from all Encumbrances. Such transfer shall be in exchange for the issue and transfer to the Non-Restricted Holder of such number of New Odysseus Holdings Shares based on the Equity Exchange Ratio (subject to Article 35.6), as if such Non-Restricted Share had been a Scheme Share. Any amounts withheld by the Company pursuant to Article 35.4.5 shall also be released to the Non-Restricted Holder upon the later of (i) the transfer of such Non-Restricted Shares to Odysseus Cayman (or as it may direct) or (ii) the satisfaction of any remaining Sanctions restrictions in respect of the payment of such amounts.

35.6     On any reorganisation of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date, the value of the consideration per Post-Scheme Share to be paid under Article ‎35.3 shall be adjusted by the Company in such manner as the auditors of the Company or an independent investment bank selected by the Company may determine to be appropriate to reflect such reorganisation or alteration. References in this Article to such shares shall, following such adjustment, be construed accordingly.

35.7     To give effect to any such transfer required by this Article, the Company may appoint any person as attorney and/or agent for the relevant new member to execute a form of transfer on behalf of the new member in favour of Odysseus Cayman and/or one or more of its nominee(s) and to do all such things and execute and deliver such documents as may, in the opinion of the agent, be necessary or desirable to vest such shares in Odysseus Cayman and/or one or more of its nominee(s). Pending the registration of Odysseus Cayman and/or one or more of its nominee(s) as the holder of any share to be transferred pursuant to this article, Odysseus Cayman shall be empowered to appoint a person nominated by the board of Directors to act as attorney or agent on behalf of each holder of any such share in accordance with such directions as Odysseus Cayman and/or one or more of its nominee(s) may give in relation to any dealings with or disposal of such share (or any interest therein), exercising any rights attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof and the registered holder of such share shall exercise all rights attaching thereto in accordance with the directions of Odysseus Cayman and/or one or more of its nominee(s) but not otherwise. If an attorney or agent is so appointed, the new member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of Odysseus Cayman and/or one or more of its nominee(s)) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by Odysseus Cayman and/or one or more of its nominee(s).

35.8     With effect from the Transfer Time, any person appointed by Odysseus Cayman may execute and deliver such documents or provide such instructions or notices on behalf of a Sanctions Disqualified Shareholder as may be necessary to dematerialise any shares held by that Sanctions Disqualified Shareholder or otherwise cancel entitlements to such shares held within the CREST system so as to cause such shares to become certificated holdings.

35.9     Notwithstanding any other provision of these Articles, both the Company and the Board may refuse to register the transfer of any shares between the Scheme Record Time and the Effective Date other than to Odysseus Cayman and/or one or more of its nominee(s) pursuant to the Scheme.

35.10   If the Scheme shall not have become effective by the date referred to in clause 7(B) of the Scheme (or such later date (if any) as Odysseus Cayman and the Company may agree and the Court may allow, if such consent is required), this Article shall be of no effect.”

1. 1. 3. subject to and conditional upon the Scheme becoming Effective, pursuant to Article 16 of the Companies (Jersey) Law 1991, the Company changes its status to become a private company; and
      4. subject to and conditional upon the Scheme becoming Effective, the New CoinShares Articles (as made available on CoinShares’ website at https://investor.coinshares.com/us-listing) be approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company.

18 February 2026

By order of the Board of COINSHARES INTERNATIONAL LIMITED
2^nd Floor
2 Hill Street
St Helier
Jersey
JE2 4UA

Notes:

2. The Scheme General Meeting will take place using a hybrid format incorporating physical and online participation via the Virtual Meeting Platform.
3. Scheme Shareholders and CoinShares Shareholders that intend to participate in the Scheme General Meeting remotely should refer to the further details provided below in relation to the Virtual Meeting Platform and also in the Virtual Meeting Guide.
4. CoinShares Shareholders will be given the opportunity to remotely attend, submit questions and vote at the Scheme General Meeting via the Virtual Meeting Platform.
5. CoinShares Shareholders can access the Virtual Meeting Platform for the Scheme General Meeting by visiting meetnow.global/COIJGM2026 on a device which is compatible with the latest browser versions of Chrome, Firefox, Edge or Safari and can be accessed using a personal computer, smartphone or tablet device. To remotely attend, submit questions and/or vote at the Scheme General Meeting using this method, please go to meetnow.global/COIJGM2026.
6. Once you have accessed meetnow.global/COIJGM2026 from your web browser, you will be prompted to enter your Shareholder Reference Number (SRN) and PIN number. Your SRN can be found on a share certificate or dividend confirmation (tax voucher), or alternatively, please call Computershare on the Shareholder Helpline, +44 (0) 370 707 4040 or email #jeregistryrms@computershare.co.je to access your SRN and unique PIN number. If you are an appointed proxy or a corporate representative you will be required to have a unique invite code to attend the Scheme General Meeting. These credentials will be issued one Business Day prior to the Scheme General Meeting, conditional on evidence of your proxy appointment or corporate representative appointment having been received and accepted. If you have not been provided with your meeting access credentials, please contact Computershare no later than 1 hour before the start of the Scheme General Meeting.
7. Access to the Scheme General Meeting via the Virtual Meeting Platform will be available from 8.45 a.m. on 19 March 2026, as further detailed below. If you are unable to access your SRN and PIN, please call Computershare on the Shareholder Helpline, +44 (0) 370 707 4040 (calls are charged at the standard geographic rate and will vary by provider; calls from outside Jersey will be charged at the applicable international rate) or email #jeregistryrms@computershare.co.je. The Shareholder Helpline is open between 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding Jersey public holidays. Please note that Computershare cannot provide comments on the merits of the Scheme or provide any financial, legal or tax advice, and calls may be recorded and monitored for security and training purposes.
8. Although access to the meetings will be available from 8.45 a.m. on 19 March 2026, voting functionality will not be enabled until the Chair of the Scheme General Meeting declares the poll open. Shareholders will be permitted to submit questions (via the Virtual Meeting Platform) during the course of the Scheme General Meeting. During the Scheme General Meeting, you must ensure you are connected to the internet at all times in order to submit questions and vote when the Chair commences polling. Therefore, it is your responsibility to ensure connectivity for the duration of the Scheme General Meeting via your wireless or other internet connection. The Virtual Meeting Guide contains further information on remotely accessing and participating in the Scheme General Meeting via the Virtual Meeting Platform online and is available on the Company’s website at https://investor.coinshares.com/us-listing.
9. If you experience any technical issues with the Virtual Meeting Platform you may either call Computershare on the Shareholder Helpline, or once you have entered the Virtual Meeting Platform for the Scheme General Meeting, you can raise a question using the chat function. If you have technical issues prior to the start of the meeting you should contact Computershare on the Shareholder Helpline.
10. Under the CoinShares Articles, a majority of not less than sixty-seven per cent of those voting at the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform) or by proxy is required to vote in favour of the resolution.
11. CoinShares Shareholders entitled to attend and vote at the Scheme General Meeting are entitled to appoint one or more proxies to exercise all and any of their rights to attend, to speak and to vote on their behalf at the Scheme General Meeting. Where a member appoints more than one proxy in relation to the Scheme General Meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company but must attend the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform).
12. In the case of joint holders, the vote of the senior who tenders a vote, whether in person (or remotely via the Virtual Meeting Platform) or by proxy will be accepted to the exclusion of the votes of any other joint holders and for this purpose seniority will be determined by the order in which the names are recorded in the Company’s register of members.
13. If you wish to appoint a proxy, please use the WHITE form of proxy made available on CoinShares website at https://investor.coinshares.com/us-listing. In the case of joint shareholders, only one need sign the WHITE form of proxy. The completion and return of the WHITE form of proxy will not stop you from attending, speaking and voting either in person or via the Virtual Meeting Platform at the Scheme General Meeting should you wish to do so and are so entitled. If you have appointed a proxy and attend the Scheme General Meeting and vote in person or via the Virtual Meeting Platform, your proxy appointment will automatically be terminated.
14. To be valid, the WHITE form of proxy, together with any power of attorney or other authority under which it is signed, or a duly certified copy thereof, must be received at the offices of Computershare at Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY either: (i) by post or (ii) (during normal business hours only) by hand, by no later than 9.15 a.m. on 17 March 2026 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Alternatively, you may send any document or information relating to proxies to the electronic address indicated on the form of proxy. In the case of a shareholder which is a corporation, the form of proxy must be executed under its common seal or under the hand of some officer or attorney or other person duly authorised in that behalf. To appoint more than one proxy using a form of proxy you may print multiple copies of the form of proxy.
15. Alternatively, a member may appoint a proxy electronically by visiting www.investorcentre.co.uk/eproxy. To be valid, your proxy appointment and instructions must be received by no later than the deadline set out in note 12 above. A proxy need not be a member of the Company, and the appointment of a proxy does not preclude you from attending and voting in person or via the Virtual Meeting Platform at the meeting should you wish to do so.
16. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If possible, all forms should be returned together in the same envelope.
17. To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions: any amended proxy appointment received after the relevant cut-off time will be disregarded.
18. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
19. In order to revoke a proxy instruction, you will need to inform the Company by sending a signed notice clearly stating your intention to revoke your proxy appointment to Computershare at Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY. In the case of a member that is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or a duly appointed attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Computershare no later than 9.15 a.m. on 17 March 2026. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, then your proxy appointment will remain valid.
20. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
21. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly (under CREST participant ID 3RA50) authenticated in accordance with CREST’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent by 9.15 a.m. on 17 March 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
22. CREST members and, where applicable, their CREST sponsors or voting service providers should note that CREST does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her or its CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
23. Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
24. The Directors of the Company will interpret any ambiguous proxy appointments. The Chair of the Scheme General Meeting will, in his capacity as proxy, interpret any voting instructions he receives. Their respective determinations shall be final.
25. The Company, pursuant to Article 40 of the Companies Uncertificated Securities (Jersey) Order 1999, specifies that only those members registered in the register of members of the Company as at than 6.30 p.m. on 17 March 2026 or, in the event that the Scheme General Meeting is adjourned, in the Company’s register of members 48 hours before the time of any adjourned meeting(s) (excluding any part of such 48-hour period falling on a non-working day), shall be entitled to attend or vote at the Scheme General Meeting or any adjournment thereof in respect of the number of shares registered in their name at that time. Changes to the Company’s register of members after that time will be disregarded in determining the rights of any person to attend or vote at the Scheme General Meeting or any adjournment thereof.
26. As at the Latest Practicable Date, the Company’s issued share capital comprised 66,678,210 ordinary shares of £0.000495 each carrying one vote each and 1,139,537 shares held in treasury. Therefore, the total voting rights of the Company as at the Latest Practicable Date are 65,538,673 (excluding shares held in treasury).
27. Any member attending the Scheme General Meeting has a right to ask questions. Questions will be moderated before being put to the Chair of the Meeting to avoid repetition and ensure that the questions relate to the formal business of the Meeting. Where a number of similar questions have been asked, these will be grouped accordingly. The Company must cause to be answered any such question relating to the business being dealt with at the Scheme General Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Scheme General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; (c) no response is required to be provided under Jersey Companies Law; or (d) it is undesirable in the interests of CoinShares or the good order of the Scheme General Meeting that the question be answered.
28. Voting on the resolution at the Scheme General Meeting will be conducted by a poll rather than a show of hands. Every member who is present or by proxy shall, on a poll, have one vote for each share of which he or she or it is the holder. Please note that only CoinShares Shareholders who are not Sanctions Disqualified Shareholders and validly appointed proxies attending the Scheme General Meeting in person (or remotely via the Virtual Meeting Platform) will be eligible to vote on the resolutions outlined above.
29. Beneficial owners of shares who have been nominated by their registered holders of shares are advised that, in order to vote at the forthcoming Scheme General Meeting, they must issue an instruction to the registered holder of their shares. CoinShares can only accept instructions from registered holders of its shares and it would therefore be unable to act upon any instructions received from nominated persons.

About CoinShares
CoinShares is a leading global digital asset manager that delivers a broad range of financial services across investment management, trading, and securities to a wide array of clients that include corporations, financial institutions, and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, 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 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com

PRESS CONTACT

CoinShares
Benoît Pellevoizin
bpellevoizin@coinshares.com

M Group Strategic Communications
Peter Padovano
coinshares@mgroupsc.com

The information was submitted for publication,through the agency of the contact persons set out above, at 08:00 CET on 18 February 2026.

© 2026 GlobeNewswire, Inc. All Rights Reserved.

Read More..

The news, reports, views and opinions of authors (or source) expressed are their own and do not necessarily represent the views of CRWE World.