I have friends who I tell the story of Animoca Brands to and I...

I have friends who I tell the story of Animoca Brands to and I can never help laughing whenever I do or when I think about it or look up the current price at Primary Markets. I usually start by saying "Hey, remember that online gaming company based in Hong Kong I was telling you about that I bought for 20c a share? Well..." haha.

Reading that notice of meeting and the explanatory memorandum I could not help laughing out loud.

Resolution 6 – Approval to issue of Shares to Mr Yat Siu

On 6 June 2017, Mr Siu volunteered to waive his entitlement to directors emoluments with effect from 1 January 2017. At that time, the market capitalisation of the Company was approximately in the A$5 million to A$10 million range. Indeed, Mr Siu has not received any remuneration since 1 January 2017 and, more importantly, has actively and materially participated in various equity raising initiatives since that time.

On 15 August 2021, the board of directors approved the appointment of Mr Siu as Executive Chairman and Managing Director of the Company. In relation to his remuneration, Mr Siu has affirmed that he would continue to drive the direction of the Company for no cash-based remuneration and accept solely share-based remuneration based on performance milestones.




The Company announced on 20 October 2021 that it had completed an equity raising with the issue of 43,850,317 fully paid ordinary shares at $2.00 per fully paid ordinary share and, accordingly, the Company has adopted this latest share price as the basis for valuing the shares that are the subject of this resolution,

The fair value of the issue of shares to Mr Siu for past performance is valued at $76,597,945.

Resolution 7 – Grant of Performance Rights to Mr Yat Siu


The Performance Rights will be granted to Mr Siu on the following basis (subject to Restriction Period
of 12 months:

•No cash consideration is payable for the issue of the Performance Rights.

•The Performance Milestones are:

•28,724,230 Performance Rights granted with vesting based on the following conditions:
oif the Company is unlisted, an externally validated valuation via a capital raising that
values the Company at greater than US$2.5 billion; or
oif the Company or an IPO Vehicle is listed on the HKEX (or similar securities
exchange), the Company or IPO Vehicle (as relevant) has a minimum market
capitalisation of US$2.5 billion throughout any 3-month period, measured by the VWAP
on each trading day over that period but excluding up to 2 trading days in the period to
remove any outlier results.

•28,724,230 Performance Rights granted with vesting based on the following conditions:
oif the Company is unlisted, an externally validated valuation via a capital raising that
values the Company at greater than US$5 billion; or
oif Company or an IPO Vehicle is listed on the HKEX (or similar securities exchange) the
Company or IPO Vehicle (as relevant) has a minimum market capitalisation of US$5.0
billion throughout any 3-month period, measured by the VWAP on each trading day
over that period but excluding up to 2 trading days in the period to remove any outlier
results.

•15,957,905 Performance Rights granted with vesting based on the following conditions:
oif the Company is unlisted, an externally validated valuation via a capital raising that
values the Company at greater than at a minimum valuation of US$10 billion, with the
valuation verified by an Expert in accordance with the Valuation Procedure; or
oif the Company or an IPO Vehicle is listed on the HKEX (or similar securities exchange)
the Company or IPO Vehicle (as relevant) has a minimum market capitalisation of
US$10 billion throughout any 3-month period, measured by the VWAP on each trading
day over that period but excluding up to 2 trading days in the period to remove any
outlier results.

•15,957,905 Performance Rights granted with vesting based on all of the following
conditions:
othe Company or an IPO Vehicle is listed on HKEX (or similar exchange); and
othe Company or IPO Vehicle (as relevant) has a minimum market capitalisation of
US$20.0 billion throughout any 3-month period, measured by the VWAP on each
trading day over that period but excluding up to 2 trading days in the period to remove
any outlier results; and/or
othe achievement of continuous period of employment for 5 years with the Group.

The valuation of the performance rights have been assessed at $178,728,540.

continues...