Proposed EGM resolutions allow previously announced share cancellations to be finalised to reduce public float and increase Net Asset Value Per Share (NAVPS), while providing flexibility to maintain listing compliance and broaden institutional market access.

SINGAPORE, Nov. 13, 2026 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE American: GNS) (“Genius Group”, “GNS” or the “Company”), a leading AI-powered education group, today announced that its Board of Directors has called an Extraordinary General Meeting of shareholders (the “EGM”) to approve the cancellation of up to 27,387,374 Class A ordinary shares to advance the company’s commitment to reducing its public float, and precautionary authority for a further share consolidation, if required, to maintain exchange compliance and support a more institutional-grade share structure. The EGM will be held on December 29, 2026 at 3:00 p.m. (Singapore time) at The Great Room, Stateroom Meeting Room, 3 Temasek Avenue, Level 18, Centennial Tower, Singapore 039190.

As part of the broader share retirement program announced in April 2026, the Company completed buybacks of approximately 12.6 million shares in June 2026. The proposed share cancellations now relate to 20,000,000 ERL-related shares, comprising 14,546,057 shares surrendered by Entrepreneur Resorts Ltd (“ERL”) and 5,453,943 shares held in the Company’s treasury. Further to the Company’s June 17, 2026 announcement regarding the return and cancellation of these shares, shareholder approval is now being sought under Singapore law to complete the legal cancellation process.

Roger James Hamilton, Founder and CEO of Genius Group, commented, “These share cancellations are an important step in our commitment to reducing the outstanding share count and strengthening the capital structure for all shareholders. Together with our recent buyback, these actions are designed to create a cleaner capital structure. The share consolidation taking effect on November 20 is required to maintain NYSE American listing compliance, while the precautionary authority being sought at the EGM would give the Board flexibility, if needed, to maintain compliance with applicable exchange requirements and support a more institutional-grade share structure as we continue to grow the business, advance our proposed ASX dual listing and attract investors wishing to support our Genius City and GENIUSpark community-first data center model in Australia and South East Asia.”

Genius Group has been restructuring the company to increase its Net Asset Value Per Share (NAVPS), closing or restructuring loss-making divisions, repaying 99% of all third-party debt, and increasing net assets to US$106 million. The Company’s operating units delivered US$6.7 million in combined net profit from operations on 112% revenue growth year-on-year in the first nine months of 2026, and recently reported NAVPS of $0.61 per share.

The announcement of the EGM follows the Company’s 1-for-10 share consolidation expected to become effective on November 20, 2026, which will reduce the number of shares outstanding to one-tenth of the current amount and increase NAVPS tenfold, without changing the Company’s aggregate net assets or shareholders’ proportionate ownership. The share cancellation resolutions, if passed, would further reduce the number of shares outstanding and increase NAVPS, assuming net assets remain unchanged.

The Board has fixed November 24, 2026 as the record date for determining shareholders entitled to receive notice of, and to vote at, the EGM. The Company has notified NYSE American of the record date in accordance with its requirements.

Resolutions to be voted on at the EGM

Special Resolution 1: Cancellation of 20.0 million ERL shares: approval under Section 76D of the Singapore Companies Act 1967 for the selective off-market acquisition and cancellation of 14,546,057 Class A ordinary shares surrendered by Entrepreneur Resorts Ltd (“ERL”) for nil consideration together with the cancellation of 5,453,943 Class A ordinary shares, collectively totalling 20,000,000 shares (on a pre-consolidation basis, or approximately 2,000,000 shares following the 1-for-10 share consolidation), ERL is voluntarily surrendering these shares under the Share Surrender and Cancellation Agreement dated June 16, 2026. directly reducing the Company’s outstanding share count.

Special Resolution 2: Cancellation of up to 7.4 million LZG shares: conditional approval under Section 76D for the acquisition and cancellation of up to 7,387,374 Class A ordinary shares (on a pre-consolidation basis, or approximately 738,737 shares following the 1-for-10 share consolidation) held by LZG International, Inc. (“LZG”), which the Company is entitled to have returned under a final ICC arbitration award dated April 20, 2026. The shares would be cancelled only once they are transferred or surrendered to the Company following a court order, a transfer by LZG’s liquidator, or a voluntary return by LZG.

Ordinary Resolution 3: Precautionary consolidation authority: authority for the Board, at its discretion, to implement a further share consolidation within a range of 1-for-3 to 1-for-19, in one or two steps, at any time within 18 months of the EGM. This authority is precautionary, to give the Board flexibility to maintain compliance with NYSE American continued listing requirements and the requirements of any other exchange on which the Company proposes to list, including the Australian Securities Exchange. No further consolidation is currently planned for implementation.

Special Resolutions 1 and 2 require the approval of at least 75% of the votes cast, and Ordinary Resolution 3 requires a simple majority. ERL and LZG, and their respective associates, will abstain from voting on the resolution relating to them.

Notice of EGM and voting

The notice of EGM, including the full text of the resolutions and explanatory notes, and the proxy form will be furnished on Form 6-K, published on the Company’s website at https://ir.geniusgroup.net/ and distributed to shareholders in due course. Shareholders who hold their shares through a bank, broker or other nominee will receive voting instructions from their intermediary. Completed proxy forms must be received at least 72 hours before the EGM.

About Genius Group

Genius Group (NYSE: GNS) is a global education group delivering AI powered, education and acceleration solutions for the future of work. Genius Group serves 6 million users in over 100 countries through its Genius City model and online digital marketplace of AI training, AI tools and AI talent. It provides personalized, entrepreneurial AI pathways combining human talent with AI skills and AI solutions at the individual, enterprise and government level. To learn more, please visit geniusgroup.ai .

Investor Notice

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described in our most recent Annual Report on Form 20-F, as amended for the fiscal year ended December 31, 2025, filed with the SEC on March 9, 2026. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See “Forward-Looking Statements” below.

Forward-Looking Statements

Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will”, “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company's Annual Reports on Form 20-F, as may be supplemented or amended by the Company's Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise. No information in this press release should be construed as any indication whatsoever of the Company’s future revenues, results of operations, or stock price.

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