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Galaxy Digital AGM Information 2021

May 29, 2021

45785_rns_2021-05-28_372cc078-7485-4728-aacd-28a1a4040319.pdf

AGM Information

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of Galaxy Digital Holdings Ltd. (the “ Company ”) will be held at 107 Grand St., Fl 8, New York City, NY 10013-5903, United States and as a virtual shareholders’ meeting online at https://virtual-meetings.tsxtrust.com/1150 on June 29, 2021 at 2:00 p.m . (Eastern daylight time) (the “ Meeting ”) for the following purposes:

  1. to receive the audited financial statements of the Company for the fiscal year ended December 31, 2020 with auditor’s report thereon;

  2. to elect the directors of the Company for the ensuing year;

  3. to appoint the Company’s auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the Company’s auditor;

  4. to consider and, if thought fit, pass with or without amendment, an ordinary resolution to ratify, confirm and approve the Company’s long term incentive plan, as set out in Schedule C to the accompanying information circular, and to reserve ordinary shares from treasury for issuance under the long term incentive plan, the full text of which resolution is set out in the accompanying information circular under the heading “ Approval of Long Term Incentive Plan ”;

  5. to consider and, if thought fit, pass with or without amendment, an ordinary resolution to ratify, confirm and approve previous grants of 9,916,482, to certain officers, employees and consultants or the Company, as previously approved by the board of directors, as more particularly described under the heading “ Approval of Long Term Incentive Plan Grants ”; and

  6. to transact such other business as may properly come before the Meeting or any adjournment thereof.

An information circular, form of proxy, declaration of beneficial ownership and return card to request financial statements also accompany this Notice of Meeting.

Given the significant uncertainty relating to the coronavirus (COVID-19) pandemic, its public health impact, the associated current restrictions on and the risk in attending large group gatherings and to mitigate risks to the health and safety of the Company's community, shareholders, employees and other stakeholders, the Company has made arrangements to enable shareholders to attend and vote virtually at this year’s Meeting. Registered shareholders and proxyholders (including nonregistered shareholders who have appointed themselves as proxyholder) will be able to listen to the Meeting, ask questions and vote at the Meeting online in real time. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting virtually as guests, but guests will not be able to vote at the Meeting.

The Meeting will be available online at https://virtual-meetings.tsxtrust.com/1150. A guide to how to login to, and vote at,

the Meeting can be found at Schedule “A” of the information circular.

Due to the coronavirus (COVID-19) pandemic, we would advise that Shareholders do not attend this year’s Meeting in person at the meeting location and instead attend the virtual meeting. Those wishing to attend and vote at the Meeting will need to ensure that they remain connected to the Meeting at all times in order to vote when balloting commences, and it is such persons’ responsibility to ensure internet connectivity for the duration of the Meeting.

Only shareholders of record at the close of business on May 18, 2021 will be entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Shareholders who are unable to or who do not wish to attend the Meeting are requested to date and sign the enclosed form of proxy promptly and return it in the self-addressed envelope enclosed for that purpose or by any of the other methods indicated in the form of proxy. To be effective, a properly executed proxy must be received by mail or delivered by hand to the Company’s transfer agent, TSX Trust Company. In order to be valid and acted upon at the Meeting, a properly executed form of proxy must be received by 2:00 p.m. (Eastern daylight time) on June 25, 2021, or in the event the Meeting is adjourned or postponed, not later than 2:00 p.m. (Eastern daylight time) on the day which is two business days preceding the date of the adjourned or postponed meeting. The time limit for the deposit of proxies may be waived by the board of directors of the Company (the “ Board ”) at its discretion, without notice, but the Board is under no obligation to do so. Persons who are beneficial owners of ordinary shares of the Company must complete

and return the voting instruction form provided to them by their intermediary (such as a broker, custodian, trustee, nominee) and return it in accordance with the instructions accompanying such voting instruction form.

Dated as of the 27 day of May, 2021.

BY ORDER OF THE BOARD

Michael Novogratz

MICHAEL NOVOGRATZ Chief Executive Officer & Chairman

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