Klimvest : Minutes of the AGM 24 May 20

MINUTES OF AN ANNUAL GENERAL MEETING

OF

KLIMVEST PLC

Company Number 04426643 (the "Company")

MINUTES of an Annual General Meeting of the Company held via Teams on 24 May 2021 at 14:00 BST.

PRESENT:

Michel Balcaen (in his capacity as Director of the Company and proxy holder for Klimt Invest), Frédéric Sénégas and Eric Duneau. Also present were Tony Coates, Paul Griffiths and Randall Anderson.

1. Tony Coates was appointed Chairman of the meeting.
2. The Chairman noted that notice of the Annual General Meeting and a proxy form had been made available to the members of the Company on May 3, 2021.
3. The Chairman noted that two members of the Company were present and other members (Tosca Invest, Klimt Invest, JF Delcaire, Manuel de Saint Pern,
   have provided proxies. He explained that the Articles of Association contain a provision that doubles the voting rights of shares that have been held for more than two years. He therefore presented a spreadsheet containing the voting rights calculations. Collectively, the members present own shares that represent more than 99.45% of the voting rights of the Company on the date of this General Meeting.
4. The Chairman presented the resolutions. Eric Duneau explained his view that the Company is a quasi partnership and the Articles do not apply. He stated that he is therefore not retiring. The Company Secretary stated that the Company isn't governed by pleadings and must follow its Articles until told otherwise by a Court. Frederic asked why director elections hadn't been done previously and Company Secretary stated that he would have preferred that it had been done but as the controlling shareholders (Eric and Michel) were in agreement there was no practical effect of not formally voting.
5. The Chairman put to the meeting the ordinary resolution set out at paragraph 1 of the notice calling the Annual General Meeting, as follows:
   To accept the Directors' Report and Accounts for the year ended 31 December 2020 and the auditors' report on those accounts.

All of the shareholders represented by proxies voted in favour of the resolution. Frédéric Sénégas and Eric Duneau voted against the resolution. The Chairman declared that the resolution had been passed by a vote of 57% to 43%.

6. The Chairman put to the meeting the ordinary resolution set out at paragraph 2 of the notice calling the Annual General Meeting, as follows:

To re-appoint Hays MacIntyre as our auditor until next year's AGM.

All of the shareholders represented by proxies voted in favour of the resolution. Frédéric Sénégas and Eric Duneau voted against the resolution, explaining that they disagreed with the independence of the auditors due to their stating that the Company is a going concern. The Chairman declared that the resolution had been passed by a vote of 57% to 43%.

6. The Chairman put to the meeting the ordinary resolution set out at paragraph 3 of the notice calling the Annual General Meeting, as follows:

To approve the investment strategy of investing in promising technology companies. This strategy can not be executed until the Insolvency litigation is concluded.

All of the shareholders represented by proxies voted in favour of the resolution. Frédéric Sénégas and Eric Duneau voted against the resolution. The Chairman declared that the resolution had been passed by a vote of 57% to 43%.

7. The Chairman put to the meeting the ordinary resolution set out at paragraph 4 of the notice calling the Annual General Meeting, as follows:

To Appoint Michel Balcaen as an Executive Director

All shareholders voted for this resolution.

8. The Chairman put to the meeting the ordinary resolution set out at paragraph 5 of the notice calling the Annual General Meeting, as follows:

To Appoint Tony Coates as an Executive Director

All of the shareholders represented by proxies voted in favour of the resolution. Frédéric Sénégas and Eric Duneau voted against the resolution. The Chairman declared that the resolution had been passed by a vote of 57% to 43%.

9. The Chairman put to the meeting the ordinary resolution set out at paragraph 6 of the notice calling the Annual General Meeting, as follows:

To Appoint Eric Duneau as a non-Executive Director

Tosca Invest and Klimt Invest voted against the resolution. JF Delcaire, Manuel de Saint Pern, Frédéric Sénégas and Eric Duneau voted for the resolution. The Chairman declared that the resolution had not been passed by a vote of 57% to 43% against.

There being no further business the meeting concluded.

Tony Coates Chairman of the Meeting / Director