Terms and instructions on share exchange (response date 2022-06-20)

Terms and instructions for share exchange
Information about an offer to exchange the shares in Cryptobourse AB for shares in C2 Capital AB. The new shares will be booked in a share register kept at Euroclear with ISIN SE0016288492. In order to be able to book out the shares, the holder must state a VP account, or custody account.

An Extra General Meeting of C2 Capital AB has decided on a directed non-cash issue

The main owners of C2 Capital AB, corporate identity number 556756-6129, (the “Company”) have on June 9, 2022, announced an agreement with the main owners, representing 81.47%, on the acquisition of Cryptobourse AB with payment through a non-cash issue of new shares. The acquisition is conditional on the following decision on a non-cash issue made at the Extraordinary General Meeting of C2 Capital AB.
On the Board's proposal, the Annual General Meeting has decided to increase the Company's share capital by a maximum of SEK 1,000,000.00 through a new share issue through a new issue of a maximum of 10,000,000 shares in accordance with the following conditions:
1. The right to subscribe for new shares shall, with deviation from the shareholders' preferential rights, accrue to the shareholders in Cryptobourse AB (556239-2950) pro rata in relation to their respective ownership in Cryptobourse AB.
2. The reason for the deviation from the shareholders' preferential rights is that the Company wishes to acquire Cryptobourse AB against payment with own shares.
3. Subscription for shares shall take place by subscription on an acceptance note no later than 20 June 2022. The Board has the right to extend the subscription period.
4. The new shares are issued at a price of SEK 0.53 per share.
5. The subscription price for the new shares corresponds to the non-cash value accepted by the main owners.
Payment for subscribed shares shall be made no later than June 20, 2022 by adding, upon full accession, 100 percent shares in the company Cryptobourse AB (556239-2950), which are expected to be included in the Company's balance sheet to a total value of 5.3 million kronor. The calculation is based on the Company's valuation as of May 31, 2022. The Board has the right to extend the payment period.
7. The new shares carry the right to a dividend for the first time on the record date for dividends that falls immediately after the new share issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.

The CEO, or the person appointed by the Board, has the right to make the minor adjustments that may be required in connection with the registration of the decision with the Swedish Companies Registration Office and Euroclear Sweden AB.

A special acceptance slip is available from NVR / VPZ. Please follow this county

https://custody-account.reguity.com/dealflow/22

You sign with BankID.

A PDF form is also available on the C2Capital.se website. It is important that you can provide information about the VP account, or share depot with the name of the nominee and your account number.

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Send questions to: IR jan.rejdnell@cb-universe.com. By 20 June 2022, the company must receive your acceptance for the exchange, so do not postpone sending your email. No ISK accepted. Only when the company is listed on the stock exchange can ISK be accepted.

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About the upcoming C2 Capital with the subsidiaries CB-Universe in different countries

The company is a group that functions as a betting company and operates primarily in the foreign exchange market. The betting is that those who make a bet on the exchange rate of a currency can very quickly read if the bet has been successful. The company lives under all the regulations set by the authorities within the EU and its vicinity.
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