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2022-09-15

Notice and Agenda of the Extraordinary General Meeting

Notice and Agenda of the Extraordinary General Meeting

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.

 

 

  • 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for shareholder approval revised versions of the following ordinary resolutions that were originally proposed in but withdrawn from the agenda for the AGM (as set out in the Agenda of the Meeting below):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”).
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