Mr. Manuel Castellón Leal, in his capacity as secretary of the Board of Directors of ADDITUM BLOCKCHAIN, S.L., hereby announces and sends you the call for the General Shareholders’ Meeting of the company ADDITUM BLOCKCHAIN, S.L., agreed upon by the Board of Directors on date March 31, 2023, which will be held as ordinary and extraordinary, on May 10, 2023 at 6:00 p.m. at the company’s registered office, located in Madrid, at calle Almagro, no. 1; 1st Right
The matters listed in the following will be submitted for deliberation and vote,
ORDER OF THE DAY
With the character of Ordinary Meeting
- FIRST: Examination and approval, where appropriate, of the Annual Accounts corresponding to the Financial Year closed on December 31, 2022, as well as the management of the administrators.
- SECOND: Application of the result of the fiscal year ended on December 31, 2022.
With the character of Extraordinary Meeting
- THIRD: Increase the share capital of the company charged to compensation of credits and monetary contributions, adopting the complementary agreements that are necessary, and especially, modifying article 5 of the Statutes.
- FOURTH: Preferential subscription right.
- FIVETH: Authorize the administrative body to record, once the increase has been executed, the new wording of article 5 of the Bylaws, as well as the terms in which said increase has been made.
- SIXTH: Granting of powers.
- SEVENTH: Drafting, reading and approval of the minutes of the Meeting.
Documentation review. In accordance with the provisions of article 287 of the Capital Companies Law, the right of all partners to examine the full text of the proposed modifications at the registered office is hereby stated, as well as to request free delivery or shipping of said documents.
Information right. In accordance with the provisions of article 196 of the Capital Companies Act, the partners may request in writing, prior to the general meeting or orally during the meeting, the reports or clarifications they deem necessary regarding the items on the agenda. The administrative body will be obliged to provide them, orally or in writing, according to the moment and nature of the information requested.
In relation to the first and second items on the agenda, and in accordance with the provisions of article 272 of the Capital Companies Act, as of the date of this call, any partner may obtain from the company, immediately and free of charge, the documents that must be submitted for its approval, as well as, where appropriate, the management report and the auditor’s report.
Right of assistance and representation. The partners may attend the Meeting in person or by proxy, in accordance with the provisions of article 14 of the Bylaws, in accordance with the provisions of article 183 of the Capital Companies Law.
Attendance and voting by telematic means. In accordance with article 15 bis of the Bylaws, the administrative body has agreed to enable the possibility for the partners to attend the Ordinary and Extraordinary General Meeting by telematic means. In this way, partners and representatives will be able to connect in real time and participate remotely on the same day that the General Meeting is held.
For these purposes, and in accordance with the provisions of the Bylaws, the following instructions and rules for delegation, distance voting and telematic assistance are established for those members who wish to attend the General Meeting by telematic means:
a) Previous identification of the partner or, where appropriate, the representative:
The member who wishes to attend the Meeting remotely and exercise their rights must prove their identity before the Secretary of the Meeting, at the beginning of the Meeting. Likewise, in order for the representative to be able to attend the Meeting electronically, they must also prove the representation received from the partner before the Secretary of the Meeting at the beginning of the meeting.
b) Connection and attendance at the Meeting
The member (or his representative), who has duly accredited his identification in accordance with the provisions of the previous paragraph, must connect to the data of the videoconference called through the “Teams” application by the administrative body. The electronic call with the link will be sent at least five days before the date of the Meeting and will contain a link that will allow you to connect free of charge to the General Shareholders’ Meeting.
Members who exercise their right to remote attendance at the General Meeting by electronic means, in accordance with the provisions herein, will be considered for all purposes as present or, where appropriate, represented.
c) Interventions and questions
Interventions and proposed agreements or requests for information or clarifications that, in accordance with the Law and the Bylaws, are intended to be made by those who are going to attend by telematic means, may be sent in writing to the administrative body prior to the holding of the Meeting. . In the event that the partner or his representative wants his intervention to appear literally in the minutes of the meeting, he must expressly state it in the text of the meeting.
Notwithstanding the foregoing, the members who attend by telematic means may formulate the interventions, requests and proposals that they deem appropriate verbally during the Meeting.
Requests for information or clarifications from members or their representatives who attend the Meeting electronically will be answered verbally during the meeting.
The partners or their representatives who attend telematically may cast their vote on the resolution proposals related to points included in the Agenda, from the moment of connection to the Meeting and until the president or, where appropriate, the secretary announces the end of the voting period for the proposed resolutions. The casting of the vote will be done by voice (for, against or abstention). Regarding the resolution proposals on those matters that do not need to appear on the agenda, the telematic assistants may cast their votes from the moment said proposals are read in order to proceed to their vote.
In Madrid, on April 20, 2023.
Manuel Castellón Leal