NOTICE TO ETP SECURITYHOLDERS OF RESULT OF ADJOURNED
MEETING
To the holders of the
outstanding
Leverage Shares 3x Tesla ETP
Securities
ISIN:
XS2297549128
(the "ETP Securityholders"
and the "ETPs" respectively)
of Leverage Shares plc (the
"Issuer")
NOTICE IS HEREBY GIVEN to the
holders of the above ETPs that, at the adjourned meeting of the ETP
Securityholders held at 2nd Floor, Block 5, Irish
Life Centre, Abbey Street Lower, Dublin 1, Ireland
at 3.10pm Dublin time on 25 January 2024 (the
"Adjourned Meeting") the
Extraordinary Resolution set out in Schedule 1 hereto was duly
passed.
Yours sincerely
The Directors
Leverage Shares plc
SCHEDULE 1
EXTRAORDINARY
RESOLUTION
"THAT this meeting of the holders of
the Leverage Shares 3x Tesla ETP Securities of Leverage Shares plc
currently outstanding (the "ETP
Securityholders", the "ETP
Securities" and the "Issuer" respectively) constituted by
the master trust deed originally dated 5 December 2017 as most
recently amended and restated on 16 August 2022 and as supplemented
by a supplemental trust deed dated 15 March 2021 (the "Trust Deed") made between, among
others, the Issuer and Apex Corporate Trustees (UK) Limited (the
"Trustee") as trustee for
the ETP Securityholders hereby resolves by way of Extraordinary
Resolution to:
1.
assent to the Consolidation and to waive any
breach or default of the Conditions or any of the Programme
Documents occurring up to the date hereof which has arisen in
relation or as a consequence of the First Matter and/or the Second
Matter (collectively the "Proposed
Amendments") and authorise and direct the Trustee to concur
and agree to the Proposed Amendments and authorise and direct the
Trustee and the Issuer, where applicable, to execute the
Consolidation Supplemental Trust Deed (the matters referred to
above, the "Proposal");
2.
sanction every abrogation, modification,
variation, compromise or arrangement in respect of the rights of
the ETP Securityholders appertaining to the ETP Securities, whether
or not such rights arise under the Trust Deed, involved in or
resulting from or effected by the Proposal and its
implementation;
3.
authorise, direct, request and empower the Trustee
and the Issuer to concur in the Proposal and, in order to give
effect thereto and to implement the same, to execute the
Consolidation Supplemental Trust Deed and to execute and do, all
such other deeds, instruments, acts and things as may be necessary,
expedient, desirable or appropriate to carry out and give effect to
this Extraordinary Resolution and the implementation of the
Proposal;
4.
discharge and exonerate the Trustee and the Issuer
from all and any liability for which they may have become or may
become responsible under the Trust Deed or the ETP Securities in
respect of any act or omission in connection with the Proposal, its
implementation or this Extraordinary Resolution and its
implementation;
5.
irrevocably and unconditionally waive any claim
that we may have against the Trustee as a result of anything done
or omitted to be done by the Trustee in good faith in connection
with this (i) Extraordinary Resolution, (ii) the Consolidation,
(iii) the Consolidation Supplemental Trust Deed, (iv) the Proposed
Amendments and/ or (v) the Proposal;
6.
indemnify the Trustee, on demand, against any
cost, loss or liability incurred in connection with (i) any act (or
omission to act) or step implementing this Extraordinary
Resolution, (ii) the Consolidation, (iii) the Consolidation
Supplemental Trust Deed, (iv) the Proposed Amendments and/ or (v)
the Proposal; unless such cost, loss or liability has been caused
by the Trustee's fraud, gross negligence or wilful default;
and
7.
acknowledge that capitalised terms used in this
Extraordinary Resolution have the same meanings as those defined in
the Notice of Adjourned Meeting and/ or the Trust Deed (including
the Conditions of the ETP Securities), unless otherwise defined
herein or unless the context otherwise requires."