EGM 2023

Feb 16, 2023

Hi, to all of the shareholders who are joining us right now on our Genius Group EGM. Just wanted to check before we get started, Sandra, did you want to lead the EGM, or are you okay with me just for kind of, running through the agenda and the votes? Yeah, I'm totally happy with that. I've got the screen here if you need me to share it, so happy to do that. No problem. I think Gaurav's given me all the team as well. Yeah. Just if everyone has not met with Sandra, this is Sandra Murrell who is one of our long-term directors. Yeah Genius Group. Good to have you here. Yep, I think I can share the kind of key two things that we are here to share. It is gonna be a fairly short EGM because there are just two items that we're voting on. I'm gonna just share my screen first of all and give details on the two different items. This is all by proxy vote, we're not gonna be doing any live voting on this call. I do know that those who have registered for the call are here joining us live as well. The results of this EGM we will be publishing after the EGM via a press release. We have got here, first of all, the two items. I just wanna walk through each of the items so we're all aware of what is being voted on right now. This is all part of our 6-K which was filed in January. You will see here, the two items. Item number one, is approving, share consolidation, or another word for a share consolidation is reverse split. At the time when we actually went out, on the record date of this, which was 10th of January, our share price was very different from where it is right now. Obviously if a company has a very low share price, then it does have the danger of being delisted. Having a reverse split, as something that the directors can have if they ever need that, which only is used as a last resort, would help us to do that. One of the first things we're doing is basically doing a vote as to whether or not the directors have the ability to do this if needed. You can see here that it's giving authority for issued by the shareholders to consolidate if necessary, in a 10 to one, which means that basically every one of the 10 shares becomes one share. Of course that means that that would actually affect the share price upwards as well. At the same time, it's saying that basically it's up to the directors as to whether or not they choose to go ahead and do this or not. It also says here that we are then authorized at the right time, at the right record date if we choose to do that, to have this resolution. This basically is the first of the resolutions that we are voting on, and I'll give you the results in a moment. There is a second resolution, sorry, second one of our resolutions as well, which is a share repurchase mandate. Another word for that is a share buyback. This is where the directors are being authorized that if and when they choose to, they were to use some of the company funds to repurchase some of the shares that are currently out there in the marketplace, that they can do that as well. As it says here, basically this again, is not guaranteeing it will happen or that it needs to happen, but it is giving the directors the power to enable this to happen. At the same time, as you can see here, it's at the discretion of the directors. As it says here as well, that it will be lasting until the next general, annual general meeting, which is due later on this year. Basically it then gives the details of this, which is all again in the 6-K in terms of how this would then be provided. It says here as well that the actual limit is the number of ordinary shares representing 10% of the total number of issued ordinary shares. There's a limit to how much we can be buying back as well. The period, as we just mentioned, is up until the next annual general meeting. These are the two different resolutions we're voting on. It was all done by proxy, with the record date being the 10th of January. Here are the results, which are live as of now. There is a total of 27 million shares as of the 10th of January. Of those, we had a total of $18 million for resolution one. It just so happened that we didn't like, you know, have there a way of forcing everyone to do exactly the same vote. Some people voted for one, and it looks like they got a little bit tired before they got to two. We had $18 million for one, which is 65% of the total votes, $16 million for two, which is 59% of total votes, and anything over 50% passes. They both passed. For approval of a potential share consolidation or providing the directors with the authority to go ahead with one if needed, there was a total of 89.49% which voted for, 6.65% that voted against, and 3.86% that abstained. To approve the share repurchase or the share buyback, mandate, there was a total of 95.46% that approved, and there was a 0.25% which was against, and a total of 4.92% that abstained. Those being the votes, we will be basically publishing that both were passed, and we will then leave it to the board to decide when and how either of those are necessary. With that, I am gonna hand it back to you, Sandra. Anything else we need to be covering on this EGM right now? No, we haven't got any questions logged, so yeah, unless I'm missing anything. Gaurav, did you wanna add anything? Flora? No, it's all good on our side. Yep. All good. Very good. Well, we can close the meeting. Okay. Meeting closed. Thank you everyone very much for attending, and we will catch up with you on our next session together. All right. Thanks, everyone. Thanks very much, all. Bye-bye.