EX-99.1 3 ea145834ex99-1_bitdigital.htm NOTICE OF EXTRAORDINARY GENERAL MEETING

EXHIBIT 99.1

 

Bit Digital, Inc.

 

Registered Company No 319983

 

(Company)

 

Notice of Extraordinary General Meeting

 

Notice is hereby given that a general meeting of the Company will be held at the Company’s principal executive offices, at 33 Irving Place, New York, New York 10003, on September 8, 2021 at 9:00 (local time). You will be able to attend, vote your shares and submit questions during the General Meeting via a live telecast available at http://www.transhare.com for the purpose of considering and, if thought fit, passing, with or without amendment, the following resolutions which will be proposed as ordinary resolutions of the Company:

 

Ordinary business

 

1.“That the authorised share capital of the Company be increased from US$1,500,000 consisting of 140,000,000 Ordinary Shares of US$0.01 each and 10,000,000 Preference Shares of US$0.01 each to US$3,500,000 consisting of 340,000,000 Ordinary Shares of US$0.01 each and 10,000,000 Preference Shares of US$0.01 each”;

 

2.“That the Company be authorised to enter into a second 2021 omnibus equity incentive plan pursuant to which the Company may offer up to 5,000,000 Ordinary Shares to selected employees of and consultants to the Company and its subsidiaries the opportunity to acquire or increase equity ownership in the Company”;

 

AND

 

3.“To transact any other business that is properly brought before the General Meeting or any adjournment or postponement thereof.”

 

The close of business on August 9, 2021 has been fixed as the record date for the purpose of determining the shareholders entitled to notice of, and to vote at, the General Meeting. The register of members of the Company will not be closed. The date on which this Proxy Statement and the accompanying form of proxy card will first be mailed or given to the Company’s shareholders is on or about on August 16, 2021.

 

Dated August 16, 2021

 

By order of the board,

 

/s/ Erke Huang  
Mr. Erke Huang  
(Secretary)  

 

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Proxies

 

Your vote is important. Accordingly, you are urged to sign and return the accompanying proxy card whether or not you plan to attend the General Meeting. If you do attend the General Meeting and are a record holder of Ordinary Shares of our Company, you may vote by ballot at the General Meeting, and your proxy will be deemed to be revoked. If you hold your shares in street name and wish to vote your shares at the General Meeting, you should contact your broker about getting a proxy appointing you to vote your shares.

 

A blank proxy form is attached. Please consider carefully the conditions attaching to appointment of a proxy. You may otherwise vote by any of the following options:

 

VOTE BY INTERNET

 

Use the Internet to transmit your voting instructions at www.transhare.com/alkaline. Click Vote My Proxy and then click on the Company’s name and follow the on-screen instructions.

 

VOTE BY EMAIL

 

Mark, sign and date your proxy card and return it via email to akotlova@bizsolaconsulting.com. Include your control ID in your email.

 

VOTE BY FAX

 

Mark, sign and date your proxy card and return it via fax to 1-727-269-5616.

 

VOTE BY MAIL

 

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Transhare Corporation, Bayside Center 1, 17755 North US Highway 19, Suite 140, Clearwater, Florida 33764.

 

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Bit Digital, Inc.

 

Registered Company No 319983

 

(Company)

 

Proxy form

 

I/We1    
   
of    

  

being a member/members of the Company and the holder/holders of

 

______________________________ (number and class of shares)

 

appoint as my/our proxy 2

 

     
     
of    

 

or in his/her absence 3  

 

     
     
of    

 

at the general meeting of the Company to be held at 33 Irving Place, New York, New York 10003 on September 8, 2021 at 9:00 a.m. (local time) and by telephone conferencing and at any adjournment of that meeting.

  

 

1Full name(s) and address(es) (as appearing in the Company's register of members) to be typed or inserted in block letters. In the case of joint holdings, the names of all holders (as appearing in the Company's register of members) must be inserted.
2Insert name and address of the desired proxy in the spaces provided. If you wish to appoint the chairperson, write "The chairperson" without inserting an address.
3If desired, insert name and address of an alternate proxy, should the initial appointee be unable to attend the meeting.

 

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If the Secretary is appointed as proxy, the following is a statement of the Secretary's voting intentions in relation to undirected proxies:

 

The Secretary intends to vote in favour of both resolutions.

 

Please indicate with a tick mark in the spaces opposite to each resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting pursuant to the other items of business referred to in the notice convening the meeting.

 

Resolution       For   Against   Abstain
1   That the authorised share capital of the Company be increased from US$1,500,000 consisting of 140,000,000 Ordinary Shares of US$0.01 each and 10,000,000 Preference Shares of US$0.01 each to US$3,500,000 consisting of 340,000,000 Ordinary Shares of US$0.01 each and 10,000,000 Preference Shares of US$0.01 each      
                 
2   That the Company be authorised to enter into a second 2021 omnibus equity incentive plan pursuant to which the Company may offer up to 5,000,000 Ordinary Shares to selected employees of and consultants to the Company and its subsidiaries the opportunity to acquire or increase equity ownership in the Company      

 

Dated ____________________ 2021

 

[If the member or each member is an individual, sign immediately below.]

 

 

     
Signature of shareholder   Signature of joint-shareholder, if any

 

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[or]

 

[If the member is a company, complete the following]

 

Executed by ________________________________ [Name of member] acting through an authorised

 

Signatory

 

   
Signature of authorised signatory  
   
   
Print name  
   
   
Title  

 

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Proxy instructions

 

What happens if you do not follow these instructions?

 

1If you do not follow these instructions, any instrument you make appointing a proxy will be invalid.

 

Eligible members

 

2If you are a member entitled to attend and vote at this meeting of the Company, you may appoint a proxy to vote on your behalf.

 

3A proxy need not be a member of the Company.

 

If you complete a proxy form, can you still attend and vote at the meeting?

 

4Completion of the proxy form does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.

 

Joint shareholders

 

5In the case of jointly held shares, if more than one joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. For this purpose, seniority will be determined by the order in which the names of the joint holders appear in the register of members (the first-named being the most senior).

 

How to appoint a proxy

 

6If you are an eligible member and a natural person, the appointment of your proxy must be in writing and signed by you or your authorised attorney.

 

7If you are an eligible member and a corporation, the appointment of your proxy must be in writing and executed in any of the following ways: (i) under the corporation's common seal; (ii) not under the corporation's common seal but otherwise in accordance with its articles of association; or (iii) under the hand of the corporation's authorised attorney.

 

8Despite paragraphs 6 and 7, the Company will accept an electronic record of your proxy if:

 

(a)the original is in writing and signed one of the ways referred to those paragraphs; and

 

(b)the Company permits receipt of electronic records by giving an electronic address for that purpose.

 

Delivery of proxy form to Company

 

9For an appointment of a proxy to be effective, the proxy form must be received by the Company at any time before the time for the holding of the meeting or adjourned meeting at which the proxy proposes to vote:

 

10The proxy form may be delivered in either of the following ways:

 

(a)In the case of hard-copy documents - they must leave at or send by post to the Company's registered office or the other place, if any, specified by the Company for the purpose of the meeting.

 

(b)In the case of documents comprised in an electronic record - they must be sent to an address specified by the Company for the purpose of receiving electronic records.

 

 

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