Genius Group calls EGM to approve share buyback, cancels rights offering

Genius Group’s (GNS) Board of Directors has called for an EGM for shareholders to authorize the Board to carry out a share buyback of up to 20% of the issued share capital of the Company, and to approve the creation of a new class of ordinary shares and preferred shares. In light of the Company’s current share price below the exercise price of its previously announced rights offering, the Board has also voted to cancel the rights offering at this time. The Company will continue with its plan to increase its Bitcoin Treasury via its reserves and other funding means available to it. All affected offering rights exercised by Holders will expire without value and all subscription payments received from Holders that exercised offering rights will be returned by the Subscription Agent promptly, without interest or penalty. Items to be voted on by shareholders at the EGM include: Approval for the Board to buy back up to 20% of the Company’s issued share capital, in the event of the Company’s share price dropping to an excessively low level relative to the Company’s Bitcoin Treasury value and net asset value. Approval for the Company’s Constitution to be amended, to permit the issuance of a new class of preference shares with dividends payable; the additional terms of which will be determined in due course. Approval for the Company’s Constitution to be amended, to permit the issuance of a new class of ordinary shares that will carry 10 votes per share; the additional terms of which will be determined in due course. The record date for the upcoming EGM will be February 24, 2025.