Investors

Trust Stamp is an artificial intelligence company that primarily develops proprietary identity solutions to help determine whether an individual is who they say they are and that they can be trusted, including Trust Stamp’s AI-powered facial biometrics that establish proof of life and are resistant to presentation attacks. The Group’s solutions revolve around a proprietary process by which a deep neural network irreversibly converts biometric and other identifying data, from any source, into an Irreversibly Transformed Identity Token (IT2) that can be matched, deduplicated and verified while protecting sensitive identity information. This hash is unique to the user but cannot be reverse engineered and rebuilt into the user’s face or other biometric data.

Names of Directors and Biographical Details
David Story

David Story

Executive Chairman
Gareth Genner

Gareth Genner

Chief Executive Officer
Andrew Gowasack

Andrew Gowasack

President
Mark Birschbach

Mark Birschbach

Independent Non-Executive Director
Joshua Allen

Joshua Allen

Executive Director
William ("Bill") McClintock

William ("Bill") McClintock

Independent Non-Executive Director
Board Committees

The Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee and a Disclosure Committee, with formally delegated responsibilities as described below.

The Audit Committee comprises a majority of Independent Non-Executive Directors. The Audit Committee will, inter alia, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the annual audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and internal control systems in use throughout the Group.

The Remuneration Committee will, inter alia, review and make recommendations in respect of the Directors’ remuneration and benefits packages, including share options and Board Committees

The Nomination Committee will be chaired by Mark Birschbach. The Nomination Committee will consider the selection and re-appointment of Directors. It will identify and nominate candidates to fill Board vacancies and review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes, identifying and nominating for Board approval members of the Board, succession planning for Board members and overseeing the evaluation of the Board.

The Disclosure Committee comprises Chief Executive Officer, Gareth Genner, and the Chief Financial Officer and Secretary, Alex Valdes. The Disclosure Committee will be responsible for ensuring that the Company makes timely and accurate disclosure of all information that is required to be disclosed to meet its disclosure obligations under the OTCQX Reporting Standard, Market Abuse Regulation, and the Euronext Growth Rules.

Corporate Governance

The Directors recognise the importance of sound corporate governance and, given the Group’s size and constitution of the Board, complies with the principles set out in the OTCQX Corporate Governance Code. The OTCQX Corporate Governance Code was devised by the OTC Markets Group to align with established regulatory standards and exchange industry best practices.

Admission Documents
Corporate Announcements and Shareholder Circulars
Country of Incorporation & Main Country of Operation

T Stamp Inc. is incorporated in the State of Delaware in the U.S, with its principal operations in the U.S, & the UK. The rights of the shareholders are governed by Delaware law and by the Company's amended and restated certificate of incorporate and bylaws may be different from the rights of shareholders in an Irish incorporated company.

Current Constitutional Documents
Details of other exchanges or trading platforms

The company’s 19,383,275 shares of Class A Common Stock are admitted to trading on the Euronext Growth market of Euronext Dublin and trading on the OTCQX Best Market through the OTC Link ALternative Trading System

Details, if any, of restriction on the transfer of shares

There are no restrictions on the transfer of Common Shares.

Number of admitted securities in issue, % of admitted securities not in public hands[Last updated: 23 August 2021]

Shares of Class A Common Stock in issue: 19,383,275

Percent not in public hands: 55.6%

Significant shareholders[Last updated: 23 August 2021]
ShareholderCommon Shares HeldShareholding %
FSH Capital LLC2,852,82014.7%
Brent De Jong1,372,4657.1%
Andrew Gowasack1,215,4306.3%
Gareth Genner1,016,5955.2%
Takeover Rules

The Company is incorporated in the State of Delaware in the United States and, for purposes of the Irish Takeover Rules, the Company is not resident in Ireland. As a result, although the Common Shares will be admitted to trading on Euronext Growth, the Company is not subject to the provisions of the Irish Takeover Rules.

Financial Information
Historical financial information for 2017, 2018, 2019 and the six month period to 30 June 2020 can be found in the Company’s Admission Document. Financial Statements for year ended 31 December 2020 and H1 2021 can be found in the Regulatory News tab.
Advisers
Nominated Adviser, Euronext Growth Adviser & Joint Broker

Davy

Davy House 49 Dawson Street Dublin 2, D02 PY05 Ireland

Irish Legal Advisor

William Fry

2 Grand Canal Square Dublin 2 D02 A342

US Legal Advisor

CrowdCheck Law LLP

1423 Leslie Ave, Alexandria, VA 22301 United States

Auditor to the Company

Cherry Bekaert

Certified public accounting firm 1075 Peachtree Street NE, Suite 2200 Atlanta, GA 30309 United States

Registrar

Euroclear UK & Ireland Limited

33 Cannon Street London EC4M 5SB United Kingdom

Headquarters
3017 Bolling Way NE Floors 1 and 2 Atlanta, GA 30305 United States

Investor FAQs

1. How does the August 2021 stock split affect my existing holdings?

The Board of Directors of T Stamp Inc. and the holders of a majority of our common stock 1 , each approved a 5-for-1 split of the company’s stock. The amended certificate of incorporation reflecting the split was filed with the Secretary of State of Delaware on 18 August and had market effect for trading on both Euronext Growth and OTCQX on the opening of the respective markets on 23 August

As a result, each shareholder of record received four additional shares of common stock for each share held as of market opening on 23 August. The number of shares authorised, and the number of shares in issue, each increased increased by a factor of five.


(1) The Board of Directors approved the split on 12 July 2021 and a majority of the holders of common stock approved the split on 14 July 2021.
2. What happens if I bought or sold the stock between 18 August and 23 August?

All market transactions prior to 23 August were denominated, priced and settled as pre-split shares and the split does not impact those transactions. All market transactions on 23 August and onwards are denominated, priced and settled as split shares.

3. Why was the stock split?

Trust Stamp is working towards a goal of listing on NASDAQ. One of the listing criteria requires (amongst other requirements) a minimum of 2,000 shares a day to be traded over a 30 day-period. The split should have the effect of multiplying the shares traded by a factor of five which will make the 2,000 share minimum more probable.

4. Did the split change my percentage ownership of the company or the value of my investment?

There has been no change in your percentage ownership or the value of your investment. All shares of common stock were split equally and there has been no change to the rights applicable to each share.

The price of the stock fluctuates, and is outside the company’s control, but the trading price per share is anticipated to be 1/5 of the trading price at the time of the split - as each shareholder will hold five shares for each one previously held, there is no change in the total value of each shareholder’s investment.

5. What exchanges does Trust Stamp stock currently trade on?

Trust Stamp trades on the OTCQX Best Market (OTCQX:IDAI) and Euronext Growth in Dublin (Euronext Growth: AIID ID).

6. Where can I find the current stock price?

OTC Markets and Euronext Live provide 15 minute delayed quotes and market information.

7. Will the ticker symbol stay the same after the split?

Our Euronext Growth ticker remained the same (AIID) throughout the split. A "D" was appended to the end of our OTCQX ticker symbol for 20 business days following the split, making it IDAID during that time. The OTCQX ticker symbol reverted to IDAI on 21 September 2021.

8. How can I buy Trust Stamp stock?

Shares in T Stamp Inc. can be purchased and traded through brokerage firms that access the US OTC and Euronext markets in accordance with market rules and regulations, depending on where you wish to buy stock.

Trust Stamp is currently conducting a US $5 million raise that comprises a Regulation CF and Regulation D offering under SEC regulation. Please visit our offering-page to learn more about the opportunity to purchase stock directly from the company: https://www.investintruststamp.ai

9. How can I sell shares that I purchased from Trust Stamp during previous rounds of funding?

Shares purchased directly from the company are held in accounts with Colonial Stock Transfer. You will need to transfer these shares to a brokerage that facilitates trading on the market(s) that you wish to access before being able to sell them.

Please reference our instructions for electronically transferring shares to a brokerage account using the DRS system, with additional information on requesting a physical stock certificate in the FAQ section:

https://truststamp.ai/ai/TStamp_ColonialStockTransfer_DRSGuide.pdf
10. How will I receive the additional shares?

The additional shares resulting from the split were distributed electronically through the Direct Registration System (DRS). If your shares were held with Colonial Stock Transfer or a brokerage at the time of the split, the additional shares should be automatically reflected in your account. No new stock certificates are issued unless a request for you to receive shares in the form of a physical stock certificate is made to Colonial Stock Transfer.

11. Do I need to do anything?

There are no actions required on the part of shareholders. In the unlikely event that your brokerage or Colonial Stock transfer account does not accurately reflect the new balance you should contact your broker or Colonial Stock Transfer if your shares are still held in a Colonial Stock Transfer account (email:

shareholders@colonialstock.com)

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