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2022-09-15

DGAP-News: Notice and Agenda of the Extraordinary General Meeting

DGAP-News: Media and Games Invest SE / Key word(s): AGM/EGM
Notice and Agenda of the Extraordinary General Meeting

15.09.2022 / 14:35 CET/CEST
The issuer is solely responsible for the content of this announcement.


MEDIA AND GAMES INVEST SE (SE 15)

168, ST CHRISTOPHER STREET

VALLETTA VLT1467

MALTA

 

 

Notice and Agenda of the Extraordinary General Meeting

 

NOTICE is hereby given to all members of Media and Games Invest SE (SE 15) (the “Company” or “MGI”) that the Company will be holding an Extraordinary General Meeting on the 1 November 2022 at 10:00 (CET) at 168, St Christopher Street, Valletta, VLT 1467, Malta (the “Meeting”).

 

Purpose of the Meeting

 

  • At the Company’s annual general meeting held on 15 September 2022 (the “AGM”), the Board of Directors proposed the adoption of three (3) extraordinary resolutions, in relation to:

 

  1. the change in name of the Company from Media and Games Invest SE to ‘MGI - Media and Games Invest SE’ and to approve the new Memorandum and Articles of Association of the Company to effect this change;

 

  1. the approval of a transfer proposal for the re-domiciliation of the Company from Malta to Sweden and to approve the new statutes of the Company to be adopted following its re-domiciliation and upon its registration as a Swedish company; and

 

  1. to authorize the Board of Directors to issue shares, options, warrants and convertibles in the Company;

 

(collectively referred to as the “Extraordinary Resolutions”).

  • In order to be passed at the AGM, the Extraordinary Resolutions, in terms of article 39 of the Company’s articles of association (the “Articles”), were required to be passed by (i) a member or members holding in the aggregate not less than 75% in nominal value of the shares represented and entitled to vote at the AGM and (ii) a member or members holding in the aggregate at least 51% in nominal value of all the shares entitled to vote at the AGM.

 

  • Only the first of the two aforementioned majorities was obtained at the AGM, in respect of each of the Extraordinary Resolutions. In this regard, Article 39 of the Articles provides that if one of the two required majorities for the passing of an extraordinary resolution, but not both, are met, another meeting shall be convened within thirty (30) days to take a fresh vote on the proposed resolution, at which meeting the resolution may be passed by a member or members holding in the aggregate not less than 75% in nominal value of the shares represented and entitled to vote at the meeting. Alternatively, if more than half in nominal value of all the shares having the right to vote at the meeting are represented at that meeting, a simple majority in nominal value of such shares so represented shall suffice.

 

  • Accordingly, the Meeting is hereby being convened in order to take a fresh vote on the Extraordinary Resolutions, which are once again being proposed by the Board and which may be passed in accordance with the revised majority requirements set out in the preceding paragraph.

 

  • Additionally, the Company is re-proposing for shareholder approval revised versions of the following ordinary resolutions that were originally proposed in but withdrawn from the agenda for the AGM (as set out in the Agenda of the Meeting below):

 

  1. Resolution to adopt the principles and instructions for the nomination committee; and

 

  1. Resolution on the ESOP program.

 

 

  • The Board of Directors is also proposing the adoption of a new ordinary resolution regarding the appointment of the Company’s auditors for FY 2023, as set out in the Agenda of the Meeting below.

 

General Instructions and Record Date

 

  • As the Company’s shares (“Shares”) are listed on Nasdaq First North Growth Market Premier in Sweden   and the Scale segment of the Frankfurt Stock Exchange in Germany, which markets are affiliated with different central securities depositories (“CSDs”), namely Euroclear Sweden AB (“Euroclear”) and Clearstream Banking AG (“Clearstream”) respectively, shareholders are required to follow different procedures to participate at the Meeting (whether in person or by proxy). Shareholders whose Shares are held through Euroclear are required to follow instructions marked in RED, while shareholders whose Shares are held through Clearstream or through any other CSD are required to follow the instructions marked in BLUE. Instructions not marked in any colour apply to all Shareholders, irrespective of the CSD through which the relevant Shares are held. Shareholders who hold Shares through multiple CSDs will need to follow the relevant instructions in respect of the relevant CSD through which each particular block of Shares is held. Shareholders who are unsure as to the  procedures to be followed should seek the advice of their custodian/s or nominee/s.

 

  • To be entitled to attend and vote at the Meeting (in person or by proxy) and for the Company to be able to determine the number of votes that may be cast, a shareholder must be entered in the Company’s register of members maintained by Euroclear, or must otherwise be indicated as a holder of Shares in the register or records maintained by Clearstream (or any other relevant CSD), as applicable, as at 3 October 2022 (the “Record Date”).

 

  • Shareholders whose Shares are registered in the name of a custodian or nominee may be required by their respective custodian/s or nominee/s to temporarily re-register their Shares in their own name in  the relevant register of members to be entitled to attend and vote (in person or by proxy) at the Meeting. Re-registration would need to be effected by the Record Date. Shareholders should therefore liaise with and instruct their custodian/s or nominee/s well in advance.

 

Instructions for Attendance (In-Person or by Proxy) and Voting

 

  • To attend and vote at the Meeting in person, shareholders are required to complete the “Shareholder Details” AND “Section 1 – Attendance Form” sections of Attendance / Proxy Form, which form is available on the Company’s website at: https://mgi-se.com/egm-2022/ .

 

  • A shareholder is also entitled to appoint one or more proxies to attend the Meeting (i.e. in person attendance by the proxy) and vote on the shareholder’s behalf by completing the “Shareholder Details” AND “Section 2 – Proxy Form” sections of Attendance / Proxy Form (available on the Company’s website at: https://mgi-se.com/egm-2022/). A proxy need not be a shareholder of the Company. Where the shareholder is an individual, the form must be signed by her/him. Where the shareholder is a corporation, the form must be signed by a duly authorised officer of the corporation and a certified copy of a certificate of registration (or similar document evidencing the signatory right of the officer signing the form) must be submitted together with the signed form. Shareholders appointing a proxy must clearly indicate whether the proxy is to vote as she/he wishes or in accordance with the voting instructions sheet attached to the Attendance / Proxy Form.

 

  • Shareholders whose Shares are held through Euroclear must submit their signed Attendance / Proxy Form (and, if applicable certified copies of certificates of registration or similar), by no later than the Record Date, to Euroclear by mail to: Media and Games Invest SE, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com

 

  • Shareholders whose Shares are held through Clearstream (or any other CSD) should consult their custodian or nominee about the process they must follow in order to submit their signed Attendance / Proxy Form (and, if applicable certified copies of certificates of registration or similar) and should, in any case, ensure that their Attendance / Proxy Form is submitted to the relevant CSD by no later than the  Record Date for processing and onward transmission to the Malta Stock Exchange (as ‘issuer CD’).

 

         DUE TO UNPREDICTABLE COVID-19 TRAVEL AND OTHER RESTRICTIONS THAT MAY BE IN PLACE ON OR AROUND THE DATE OF THE MEETING, SHAREHOLDERS OR THEIR PROXIES MAY FIND THEMSELVES UNABLE TO TRAVEL AND ATTEND THE MEETING IN PERSON. ACCORDINGLY, SHAREHOLDERS ARE STRONGLY ENCOURAGED NOT TO ATTEND THE MEETING IN PERSON BUT TO, INSTEAD, VOTE ON ALL PROPOSED RESOLUTIONS IN ADVANCE BY APPOINTING THE CHAIRMAN OF THE MEETING AS THEIR PROXY AND COMPLETING THE VOTING INSTRUCTIONS SHEET ATTACHED TO THE ATTENDANCE / PROXY FORM.

 

  • The Company will be broadcasting the Meeting on its website at: https://mgi-se.com/shareholder-meeting/. It is important to note that Shareholders who choose to follow the Meeting on the Company’s website will not be deemed to be present at the Meeting and, accordingly, will NOT be able to vote and/or speak at the Meeting and will not be counted towards the quorum. Accordingly, any Shareholder who wishes to attend and/or vote at the Meeting must follow the instructions set out above] 

 

Shareholders must follow the Attendance / Proxy Form submission instructions and the deadline set out above. Note for CSDs only: Aggregated proxy data processed by Euroclear, Clearstream or any other  CSD must be sent by the relevant CSD and received by the Malta Stock Exchange (as ‘issuer CSD’) by no  later than 25, October 2022. The Company must receive aggregated proxy data processed by the Malta Stock Exchange by e-mail at EGMregistration@mgi-se.com before the time appointed for the Meeting and any proxy data which is not received in time shall not be treated as valid.

 

Right to Ask Questions

 

Each shareholder shall have the right to ask questions which are pertinent and related to items on the agenda of the Meeting to the Company by e-mail to questions@mgi-se.com by no later than one hundred (100) hours before the starting time appointed for the Meeting. Any questions sent to the Company must be accompanied by adequate proof that the sender is indeed a shareholder of the Company. The Company shall provide an answer to such questions (1) at the Meeting, unless the Company is unable to provide an immediate reply at short notice or answering such question would interfere unduly with the preparation for the meeting OR, if the questions are not answered at the Meeting, (2) on its website within forty-eight (48) hours from the Meeting.  The Company may choose to provide an overall answer to questions having the same content.  This right to ask questions shall be subject to any reasonable measures (to be determined by the Company in its sole discretion) t...

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