Delisting Nxchange process

Share Council will per direct initiate the process to delist form Nxchange. We will notify all depositary receipt holders and guide everyone through this process.

The general outline of the steps is:

1. Notification to NxChange: Share Council will formally inform NxChange of its intent to delist and coordinate the necessary documentation.

2. Conversion of Depository Receipts: All NxChange participants will be offered a 1:1 conversion of their current depository receipts into equivalent ones on the Share Council platform — ensuring no loss of value, ownership, or rights.

3. Coordination with Euroclear: Share Council will request Euroclear to delist its depository receipts and notify all holders.

4. Six-Month Transition Period: The conversion process will remain open for six months to ensure all shareholders can complete the transition easily.

If there are any uncertainties or questions, please contact Share Council directly on info@sharecouncil.co

Decision GSM - delist from Nxchange

NOTES Share Council Mid Annual Shareholder Meeting 2025
November 14, 2025

Key Takeaways

- Shareholders approved delisting from Nxchange. The move eliminates ~€8k/year in fees and resolves critical issues like low liquidity and other listing limitations for some of our shareholders.

- The Dutch Auction Trading day feature is launching. A successful test trade proved this model can create meaningful liquidity, providing a viable alternative to the Nxchange listing.

- A new "buy and build" strategy is underway, starting with a potential acquisition of another European platform. This would immediately double the client base to ~400 companies and expand market reach.

- H1 revenue grew ~40% YoY, reaching €173k in new deals (on top of recurring business) and ~€60k in new ARR. This growth was driven by new revenue streams (Support Tokens, self-service signups, consultancy) that offset a sales dip caused by Google's AI updates and a market-wide slowdown in startup funding.

Find a full version of the notes here: https://eu1.hubs.ly/H0pH2ty0

Announcement of Shareholder's Meeting 2025 & Mid-Annual Report of 2025

Dear Shareholder,

We are pleased to share with you the Mid-Annual Report of Share Council, providing updates across marketing, sales, finance, customer success, development, and general operations. You will find the report attached to this message.
Alongside this report, we would like to address an important matter concerning our listing on NxChange.com.

Mid-Annual Shareholder Meeting
Friday 14th of November 2025 at 15:00
Register at https://sharecouncil.co/gsm
View Mid-Annual Report: https://eu1.hubs.ly/H0pcll20
View Delisting Proposal: https://eu1.hubs.ly/H0pclrX0

Background and Current Situation
Share Council was listed on NxChange in 2020 with the intention of creating liquidity for our depository receipts of shares—allowing shareholders to easily buy or sell their holdings.
Unfortunately, this objective has not been realized. Although there are some trades occurring—typically two or three small transactions per month—the trading volumes are minimal, often between €30 and €115 per trade. This level of activity does not provide the liquidity that our shareholders expect or deserve.
In addition, NxChange’s pricing structure has increased sharply. What once cost a few hundred euros per year now amounts to approximately €450 per month, or nearly €6,000 annually, to remain listed on a platform that does not provide meaningful liquidity.
NxChange has also implemented restrictions on eligible shareholders. For example, a shareholder residing in Monaco is now considered outside the European Economic Area and therefore cannot trade on NxChange—despite having originally purchased shares there.

Proposal to Delist from NxChange
Considering the limited liquidity, high costs, and operational restrictions, the Board of Share Council proposes to delist from NxChange.
To ensure continuity and trading flexibility, we have developed an in-house trading mechanism on the Share Council platform.

The Share Council Trading Day
Earlier this year, we tested a Trading Day feature in beta, which demonstrated that real transactions could occur between buyers and sellers of Share Council depository receipts. While only one trade was completed during the pilot, interest was strong—around 10 sellers and 6 buyers participated.
The main limitation was the price gap between buy and sell offers, which prevented a settlement without additional capital. Nonetheless, this showed that a centralized trading event can offer far greater liquidity than what NxChange currently provides.
By the end of this year, we will launch an enhanced Trading Day system, featuring a Dutch auction mechanism. This will make it easier to match buyers and sellers automatically at fair market prices, offering a much smoother and more efficient trading experience.

Next Steps in the Delisting Process
If a majority of shareholders approve the proposal to delist, the following steps will take place:

- Notification to NxChange: Share Council will formally inform NxChange of its intent to delist and coordinate the necessary documentation.
- Conversion of Depository Receipts: All NxChange participants will be offered a 1:1 conversion of their current depository receipts into equivalent ones on the Share Council platform — ensuring no loss of value, ownership, or rights.
- Coordination with Euroclear: Share Council will request Euroclear to delist its depository receipts and notify all holders.
- Six-Month Transition Period: The conversion process will remain open for six months to ensure all shareholders can complete the transition easily.

Euroclear requires that all shareholders retain equal rights, value, and protections during and after the transition, meaning there will be no dilution or disadvantage of any kind.

Conclusion

Given the lack of liquidity, the increased listing costs, and the operational restrictions on NxChange, combined with the availability of a robust alternative through the Share Council platform, the Board believes that delisting from NxChange is the most prudent step for the company and its shareholders.
We invite you to review the attached Mid-Annual Report, which includes a detailed overview of our business progress and key developments across all departments.

Thank you for your ongoing trust and engagement with Share Council. We look forward to your feedback and participation in the upcoming vote regarding this proposal.

Warm regards,

The Board of Share Council
info@sharecouncil.co

Annual Report 2024 (Annual Figures Draft version)

Please see our Annual Report 2024 (Annual Figures Draft version), under the following link:

https://app-eu1.hubspotdocuments.com/documents/25789760/view/1061131696?accessId=176e1a

Announcement of General Shareholder's Meeting 2025 & Year Report of 2024

We are pleased to invite you to our Annual Shareholder's Meeting on the 5th of February 2025, where we will present and discuss key aspects of Share Council's progress in 2024. During this virtual event, we will introduce our Preliminary annual report of 2024, providing valuable insights into our achievements and future outlook.

In addition, we will review and deliberate on the agenda points listed via the link below, offering you the opportunity to actively participate in the discussion and contribute your valuable perspectives.

At the following link you will find the annual report and the sign up for our digital General Shareholder's Meeting: https://sharecouncil.co/gsm

Share Council Update: New date for our in-person Shareholder's Meeting!

We're absolutely delighted to invite you to join us as we kick off the summer with a comprehensive review of our annual account for 2023 and an exciting "almost" midterm update for 2024. This in-person gathering will allow for vibrant discussions, meaningful connections, and a celebration of our shared achievements.

Date: June 14, 2024
Arrival: 15:30
Meeting: 16:00
Drinks: 17:00
Location: Our office at Kuipersstraat 37h, Amsterdam

Agenda Highlights:
Dive deep into our 2023 annual report and reflect on our journey together.
Cast your votes on crucial matters, including the discharge of the board for 2023 and shareholder quorum.
Get an exclusive update on our midterm progress for 2024, covering all the latest in financials, product development, marketing, sales, customer success, and HR.
Engage in lively discussions and vote on additional agenda items.
We believe that coming together in person will create a dynamic and interactive atmosphere, perfect for fostering rich conversations and valuable networking.

We can't wait to welcome you to our office and share this special occasion with you.
Your presence and participation are what make our community so strong. Let’s make this summer kickoff an extraordinary celebration of our collective success!

Annual Report 2023

Dear Shareholder,

Hereby our Annual Report for 2023. The finance part is in Draft because the last signature from our accountant is needed. We did not want to withhold this final version from you in order to assure that everyone is well informed in time. (see https://eu1.hubs.ly/H08V3gL0)

Kindest regards,

Share Council team

Share Council AVA 20 maart 2024, Agenda en toelichtingen

Beste aandeelhouders,

Graag informeren we je over de datum, tijd en de agenda voor de Algemene Vergadering van Aandeelhouders, dat plaatsvind op 20 maart 2024, van 7-8:30PM.

De agendapunten voor de AVA zijn als volgt:
- Updates over 2023
- Toelichting op het Preliminary Annual Report 2023
- Forecast 2024
- Voorstel tot toevoeging aan de Adminstratievoorwaarden (tekst / uitleg)

Tijdens de AVA zal ik verdere uitleg geven over de toevoeging aan de administratievoorwaarden, en is er ook de mogelijkheid voor vragen hierover.

Aanpassing Administratievoorwaarden: https://25789760.fs1.hubspotusercontent-eu1.net/hubfs/25789760/240306%20Adjustment%20to%20Trust%20Conditions%20(Administratievoorwaarden)%20-%20First%20right%20of%20refusal.pdf
Uitleg Aanpassing: https://25789760.fs1.hubspotusercontent-eu1.net/hubfs/25789760/240306%20Uitleg%20bij%20nieuwe%20toevoeging%20aan%20Administratievoorwaarden.pdf

De vergadering zal digitaal plaatsvinden via het Zoom-platform. Gelieve de volgende link te gebruiken om deel te nemen aan de vergadering op de aangegeven datum en tijd: https://us06web.zoom.us/j/82943776335

Preliminary Annual Report 2023

Dear investors

Hopefully you had a great start of 2024 🏃

Hereby we sent you our preliminary annual report 2023. Preliminary because the final version will come out in April 2024, but we would like to give you a first update on what all happened last year and what we focus on this year.

This time with an easy link to the report.

We sent this out to all our investors. Because all of you in some way help us in achieving our mission: to close the capital wealth gap by making every SME employee in Europe co-owner of the company they work for. Thank you for supporting us, and thank you for just being you 💪

Kindest regards 🎉

Share Council team

Preliminary Annual Report 2023

Dear investors

Hopefully you had a great start of 2024 🏃

Hereby we sent you our preliminary annual report 2023. Preliminary because the final version will come out in April 2024, but we would like to give you a first update on what all happened last year and what we focus on this year.

We sent this out to all our investors. Because all of you in some way help us in achieving our mission: to close the capital wealth gap by making every SME employee in Europe co-owner of the company they work for. Thank you for supporting us, and thank you for just being you 💪

Kindest regards 🎉

Share Council team