CoinShares Digital Securities Limited
Creation of Digital Index & Basket Securities

3 March 2023

CoinShares Digital Securities Limited

Exchange Traded Products Programme for the issue of

CoinShares Digital Securities

Creation of Digital Index Securities and Digital Basket Securities

Amendments to the terms of the CoinShares Digital Securities

CoinShares Digital Securities Limited (the “Issuer“) announces that it has entered into a fourth supplemental trust instrument (the “Supplemental Trust Instrument“) with the Trustee under which Digital Index Securities and Digital Basket Securities will be created as described in a separate base prospectus (the “Digital Index Securities and Digital Basket Securities Prospectus“) of the Issuer approved by the Swedish Financial Supervisory Authority Finansinspektionen dated and published today.

For the purposes of the creation of the Digital Index Securities and Digital Basket Securities, the Issuer has also entered into (i) a deed of confirmation and amendment with the Trustee relating to the Security Deed; (ii) an amendment agreement to the Custody Agreement with the Custodian, the Programme Manager, the Trustee and the Staking Agent; (iii) an agreement supplemental to the Determination Agency Agreement with the Trustee and the Determination Agent; (iv) an agreement supplemental to the Coin Sales Agency Agreement with the Trustee, the Coin Sales Agent and the Determination Agent; and (v) an agreement supplemental to the Staking Agency Agreement with the Trustee, the Staking Agent and the Determination Agent (together the “Amending and Supplemental Agreements“).

The Supplemental Trust Instrument also makes changes to the terms of the Trust Instrument consequent upon the creation of the Digital Index Securities and Digital Basket Securities and changes to the Conditions of the existing Digital Securities including:

• adding the following definition of “Compulsory Redemption Date” in Condition 1.1 after the definition of “Compulsory Redemption”:

‘”Compulsory Redemption Date” means in relation to any Redemption pursuant to Condition 8.1 (Compulsory Redemption on Termination) the date specified to be such by the Issuer pursuant to that Condition, in relation to any Redemption pursuant to Condition 8.2 (Compulsory Redemption on Issuer Insolvency Event) the date specified by the Trustee to be such pursuant to that Condition and in relation to any Redemption pursuant to Condition 8.5 (Compulsory Redemption for illegality or impossibility) the date specified to be such by the Issuer pursuant to that Condition;’;

• amending the definition of “Extraordinary Resolution” in Condition 1.1 by adding “(as defined in the Trust Instrument)” after the words “Digital Securities” the first time they occur in such definition and by adding “(as so defined)” after each subsequent reference to “Digital Securities” in such definition;
• amending the definition of “Issuer Business Day” in Condition 1.1 by deleting “London”;
• amending the definition of “Redemption Notice Date” in Condition 1.1 by substituting “Redemption Notice” for “Redemption Form”;
• amending Condition 24.2(d) by adding “(as defined in the Trust Instrument)” after “Digital Securities” and by adding “(as so defined)” after “Digital Security”; and
• amending Condition 24.2(e) by adding “(as defined in the Trust Instrument)” after “holders of all Digital Securities” and by adding “(as so defined)” after “as though all Digital Securities”.

The Supplemental Trust Instrument also amends Clause 5.1 (Covenant to Redeem Digital Securities) of the Trust Instrument.   Prior to such amendment Clause 5.1 provided:

“The Issuer covenants with the Trustee that it will, in accordance with these presents, on the Redemption Payment Date in respect of any Digital Securities pay or deliver, or procure to be paid or delivered, the Redemption Amount for such Digital Securities into the relevant Security Holder Account specified in the applicable Redemption Notice in (in the case of cash amounts) full cleared and immediately available funds in accordance with the Conditions, provided that every payment or delivery to a Security Holder in respect of such Redemption Amount shall be in satisfaction pro tanto of the covenant by the Issuer in this Clause 5.”

The Supplemental Trust Instrument corrects the covenant to redeem Digital Securities by replacing ‘Redemption Payment Date’ (which was an undefined term) with ‘Settlement Date or Compulsory Redemption Settlement Date’ (which are the defined terms relating to the dates on which Digital Securities shall be redeemed under the Conditions) and replacing wording which implied that redemption of the Digital Securities would always occur by way of cash redemption (when the Conditions also provide for physical redemption of the Digital Securities in certain circumstances).

Following such amendment Clause 5.1 provides:

“The Issuer covenants with the Trustee that it will, in accordance with these presents, on the Settlement Date or Compulsory Redemption Settlement Date (as the case may be) in respect of any Digital Securities pay or deliver, or procure to be paid or delivered, the Redemption Amount for such Digital Securities to the relevant Security Holder in accordance with the Conditions, provided that every payment or delivery to a Security Holder in respect of such Redemption Amount shall be in satisfaction pro tanto of the covenant by the Issuer in this Clause 5.”

For the duration of the Programme or so long as any Digital Securities remain outstanding, copies of the Supplemental Trust Instrument and the Amending and Supplemental Agreements will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Issuer.

Terms used in this announcement and not otherwise defined bear the same meanings as where used in the base prospectus of the Issuer dated 20 April 2022.

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