EGM 2023

May 16, 2023

Hello and welcome everyone to this EGM for Genius Group. I'm Roger Hamilton, the CEO of Genius Group, we are here today to vote on two different topics. These are two items that went out through our filings, both of them, all of the votes that came in, came in via proxy. What I'll do just to basically kick it off before we go to the voting is just explain a little bit more about the two different items that we have. The first one is on the capital reduction and distribution of shares in Entrepreneur Resorts Limited to shareholders. We did have some questions from shareholders who were not familiar with all of the history that went into this one. Just to be clear what it means when we say a capital reduction and distribution of shares, Entrepreneur Resorts Limited is a subsidiary which is majority-owned by Genius Group. It is also a public listed company, but it's listed on the MERJ Seychelles Stock Exchange. It was listed several years before Genius Group had its IPO on the NYSE American. As part of the steps that we took back in January, for us to be looking at, number one, you know, what we can be doing to make sure that we're getting a very clear share count for Genius Group, and number two, what actually makes sense for all shareholders, regardless of what's happening with our shares, from the point of view that, we do believe that if Entrepreneur Resorts was operating as a separate business from Genius Group, where Genius Group has a very focused, a very clear focus with its management on the growth of our ed tech platform, and our education curriculum. Entrepreneur Resorts is more of a hospitality business, with our cafes, resorts, license model. As a result of that, we thought, okay, it makes sense for us to split the two up anyway. When you do a spinoff, which is what this is, it means that everyone who was a shareholder at the time of the count, which is yet to happen, it will happen sometime later this year. When we do that count, anyone who has shares in Genius Group will get an equal proportion of shares in Entrepreneur Resorts. As a result of that, you effectively have then shares in both different companies. It does not in any way dilute what you have in Genius Group, change what you have in Genius Group. You have exactly the same number of shares in Genius Group, but you now have got an equal percentage of shares in Entrepreneur Resorts as well. We believe that's a benefit to shareholders. We then have the two companies which will then be operating as two separate companies. Both of them, growing forward, with the same shareholders that they had at the time of the count and then the spinoff. The reason that this spinoff is not called a dividend, even though effectively everyone is getting the extra value, but instead is called a capital reduction and distribution, is really down to the technical matter in how this is created. We are a Singapore-based company, and as a Singapore public company, there is a particular process we go through, which is different from a dividend payment. Where the process is where we basically are taking the full balance sheet of Genius Group. We take the piece of that which relates to Entrepreneur Resorts, and we separate that out. There is obviously the assets of Entrepreneur Resorts. Entrepreneur Resorts currently is trading on the MERJ Stock Exchange, and based on the number of shares that exist and based on the current share price, the value of those shares or the market cap based on those share price and the number of shares is $37 million today. It may change by the time we actually do the spinoff, but we'll be taking all of the assets, and any other obligations, liabilities that exist, relating to Entrepreneur Resorts and splitting it off. In the same way when we actually acquired Entrepreneur Resorts before our IPO, we also integrated it all together. When we do that, what that requires from the Singapore process, is that we go and receive a court order from the courts where effectively they're looking to see, both of the companies, able to operate sustainably by being split off. We have that as a next step after this, vote, which then enables us to go through that process. In addition to that process, where that we believe is gonna take, you know, several months for us to complete, we also have the process by which the NYSE also has to be authorizing this, and that means a registration statement and the details that then go out, for all of our shareholders to be getting approval from both the Singapore side and also, the U.S. side. It is a fairly drawn-out matter, but it is all moving at this moment. What we are doing now is basically giving the shareholders an opportunity, now that the board has voted for this on both sides. We have boards of both Entrepreneur Resorts and Genius Group. They both voted back in January, February, that they believe this was the right thing for the company. This is now the shareholders of Genius Group voting to say whether they agree or not with that. Based on them agreeing, that then means that we can then take the next step in the process, which is the application to the Singapore courts and then the application to NYSE. That is obviously SEC. That's the process. That's what we're doing here. We do call it a capital reduction because it will lead to a capital reduction within Genius Group, but at the same time, it gives all of the shareholders that remaining capital, the same capital, but now within the separate company as well with those new shares too. One extra thing that I will share on this as well, because some of you will have been following along with the developments of Upstream Exchange, and you would see the Upstream Exchange has been taking many steps to ensure that U.S. and Canadian citizens can also trade on the Upstream Exchange as well. The Upstream Exchange is also linked to MERJ because it's a partnership between Horizon Fintex, which is a U.S. company, and the MERJ Exchange, which is a registered exchange in the Seychelles. Just by total coincidence, our Entrepreneur Resorts company is listed in MERJ. We'll be looking at what are the best exchanges for us to be operating on post the spinoff, because obviously we want to be able to ensure that all of our investors have the ability to trade those shares post-spinoff as well. We have already discussed earlier that our plans with Entrepreneur Resorts will be continuing to evolve and grow, where we would like to see Entrepreneur Resorts on a more liquid exchange going forward as well. By the time of the spinoff, we will have further information on that as well. We do hope that after the spinoff, those who are Genius Group investors also see the value of continuing as Entrepreneur Resorts investors as well. Both of them, we believe in terms of the two companies, even though they're in different fields, in education and hospitality, are both supporting what we believe is a very important path forward for all of us, which is the entrepreneurial movement and the idea that all of us should have a way that we can be connecting up with each other to be able to create a job as well as to get a job. That is on the first one. The second of the votes is on our constitution, and really that's more a formality where as part of the feedback that we received from our auditors, and from our SEC lawyers, is that we should be upgrading certain elements of our Singapore constitution, so that it's more reflective of a public company in the U.S. There's nothing that's dramatically different in the constitution, there's just a number of different elements in there that we've done to clean things up and make sure that it is more in line with a U.S. public company. We just went through those changes as well. We've received all of the shares. Sorry, all the votes, the summary of the votes that came in for the first of the items, which is the capital reduction and distribution of shares in Entrepreneur Resorts. We had a total voting of 18 million shares, of those 18 million shares that voted, we had 16.9 million, which accounts for around 94% that voted for the distribution. Against, we had 6%, which is just over 1 million shares, a negligible amount abstaining. Similarly for the adoption of new constitution, almost exactly the same. 18 million shares voted, of which again, 93% were for, and 6.5% was against. Off the back of this vote, both of these two resolutions pass. We will be sharing this in a release to the market so that the market also is aware for anyone who was not on this meeting, that those two have passed as well. We'll continue now with the next steps on the pathway as we go. I will say to all of the shareholders that might be on this call right now on the EGM, you would've seen our message earlier this week, that we are appending our release date for our earnings. Please stay in tuned because we'll be releasing news on that as soon as we have it as well. With that, I will bring this meeting to a close. Thank you very much for your ongoing support, and we'll be seeing you on our next call together. Thanks very much, everyone.