Media and Games Invest: Board of Directors decided to start process to relocate the company's registered office to Luxembourg, to introduce B-shares and to issue a share option for an ESOP for key personnel

DJ Media and Games Invest: Board of Directors decided to start process to relocate the company's registered office to Luxembourg, to introduce B-shares and to issue a share option for an ESOP for key personnel

Disclosure of inside information acc. to Article 17 MAR of the Regulation 
(EU) No 596/2014 
 
Board of Directors decided to start process to relocate the company's 
registered office to Luxembourg, to introduce B-shares and to issue a share 
option for an ESOP for key personnel 
 
 The Board of Directors of Media & Games Invest plc ("MGI" or the "Company", 
ISIN: MT0000580101; Ticker M8G; Nasdaq First North Premier Growth Market and 
       Scale Segment Frankfurt Stock Exchange) has today decided to move the 
 Company's registered office to Luxembourg. The change of domicile will make 
 MGI attractive to additional investor groups that are not allowed to invest 
    in the Company due to its current domicile. MGI plans as a first step to 
  change its legal structure from a Public Limited Liability Company ("plc") 
 into that of a Societas Europaea ("SE") and thereafter start the relocation 
   process, targeting to be domiciled in Luxembourg, ideally from January 1, 
 2022 onwards. Discussions with advisors in Malta and Luxembourg to initiate 
  the relocation without delay will start shortly. The final decision on the 
   relocation will be taken at a later date by the shareholders of MGI at an 
                               extraordinary general meeting to be convened. 
 
  Furthermore, to further optimize the share structure of the Company and to 
 enable further growth, the Board of Directors today also decided to propose 
        the introduction of a new share class, B-shares. The introduction of 
             B-shares will be resolved upon by the shareholders of MGI at an 
       extraordinary general meeting to be convened as soon as possible. The 
   B-shares shall be introduced as a new share class with less voting rights 
than current shares, to allow the company to issue shares with less dilution 
     of the current voting powers, similar to some of its peers. The current 
shares will become A-shares. The exact terms of the B-shares will be finally 
   defined and included in the notice for the extraordinary general meeting. 
         The rights of the currently issued shares will be protected and not 
   adversely changed. The Board of Directors intends to list the B-shares at 
     Nasdaq First North Premier Growth Market when issued at the first time. 
 
 Also as hiring top key employees as well as retaining employees is becoming 
    more and more of importance in current very competitive labor market the 
  board has today also decided to launch a new ESOP program and to allow for 
 the issuance of up to 15 million new MGI shares, earliest from May 2024 and 
  latest till December 2030 via an option at a strike price of Euro 2.60 per 
                                                                      share. 
 
   The objective of the share-based incentive program is to motivate, retain 
     and be able to hire key personnel. The group of persons targeted by the 
         program are c-level and key management of MGI and MGI subsidiaries. 
     Participants will be decided by the MGI board based on proposals of the 
     management. The overall time period for the program is until 2030, with 
     exercise of the options earliest from 2024. Minimum vesting period is 4 
   years for the employees, whereas however blocks of shares can earliest be 
  sold 2 years after they have vested. The minimum strike price is 2,60 euro 
     per MGI share, however strike price being at least 20% over last 5 days 
  average MGI share closing price of Nasdaq Sweden at the moment of issue of 
  the program to an employee. The total maximum number of shares involved is 
     upto 15 million shares. The options will be issued to Bodhivas GmbH the 
    investment vehicle of the Chairman of the Board and CEO Remco Westermann 
     with as sole purpose executing and serving the obligations of this ESOP 
program towards the MGI personnel. Other conditions of the ESOP will include 
      a.o. certain exercise and sale windows, good and bad leaver conditions 
   Leavers. Instead of paying in cash also paying the share option profit in 
    shares is possible. The value of the program depends on the actual share 
  price of the MGI shares from 2024 onwards as well as the number of options 
     issued as well as the personnel allowed to exercise their option at the 
respective exercise windows. The maximum value of the program is the maximum 
     number of shares (15 million) multiplied with the actual exercise share 
                                                      price minus Euro 2.60. 
 
In a more and more competitive labor market, with other gaming companies but 
  also tech-companies such as Tesla and Apple actively chasing our personnel 
this share option program will support MGI group in retaing key personell as 
    well as hiring new talents, which will further support the growth of the 
                                                                    company. 
 
                                                         Responsible parties 
 
  This information is such information Media and Games Invest plc is obliged 
to make public in accordance with the (EU) Market Abuse Regulation 596/2014. 
  The information in this release has been made public through the agency of 
 the responsible persons set out below for publication at the time stated by 
 MGI's news distributor EQS Newswire at the publication of this release. The 
         responsible persons below may be contacted for further information. 
 
For more information, please contact: 
 
Sören Barz, Head of Investor Relations 
 
Phone: [phone] 
 
Mail: [e-mail], [e-mail] 
 
Web: www.mgi.group [1] 
 
Jenny Rosberg, ROPA, IR contact Stockholm 
 
Phone: [phone] 
 
Mail: [e-mail] 
 
Axel Mühlhaus / Dr. Sönke Knop, edictor, IR contact Frankfurt 
 
Phone: [phone] 
 
Mail: [e-mail] 
 
About Media and Games Invest plc 
 
Media and Games Invest plc (MGI), is a fast-growing and profitable company 
operating in the digital games sector with a strong supportive media unit 
and focus on North America & EMEA. The company combines organic growth with 
value-accretive acquisitions, delivering strong and sustainable earnings 
growth. Since 2014 the MGI Group has successfully acquired more than 30 
companies and assets which are integrated onto our platform, exploiting 
efficiency-enhancing technologies such as the cloud. The Company's shares 
are listed on Nasdaq First North Premier Growth Market in Stockholm and the 
Scale segment of the Frankfurt Stock Exchange. 
 
The Company's certified advisor on Nasdaq First North Premier Growth Market 
is FNCA Sweden AB; [e-mail], [phone]. 
 
Important Information 
 
This release does not constitute an offer, or a solicitation of any offer, 
to buy or subscribe for any securities in MGI in any jurisdiction, neither 
from MGI nor from someone else. 
 
This release does not constitute or form part of an offer or solicitation to 
purchase or subscribe for securities in the United States. The securities 
referred to herein may not be sold in the United States absent registration 
or an exemption from registration under the US Securities Act of 1933, as 
amended (the "Securities Act"), and may not be offered or sold within the 
United States absent registration or an applicable exemption from, or in a 
transaction not subject to, the registration requirements of the Securities 
Act. There is no intention to register any securities referred to herein in 
the United States or to make a public offering of the securities in the 
United States. The information in this release may not be announced, 
published, copied, reproduced or distributed, directly or indirectly, in 
whole or in part, within or into Unites States, Australia, Canada, Hong 
Kong, Japan, New Zealand, Singapore, South Africa, South Korea, Switzerland 
or in any other jurisdiction where such announcement, publication or 
distribution of the information would not comply with applicable laws and 
regulations or where such actions are subject to legal restrictions or would 
require additional registration or other measures than what is required 
under applicable EU law. Actions taken in violation of this instruction may 
constitute a crime against applicable securities laws and regulations. 
 
Forward-looking statements 
 
This release contains forward-looking statements that reflect the Company's 
intentions, beliefs, or current expectations about and targets for the 
Company's and the group's future results of operations, financial condition, 
liquidity, performance, prospects, anticipated growth, strategies and 
opportunities and the markets in which the Company and the group operates. 
Forward-looking statements are statements that are not historical facts and 
may be identified by words such as "believe", "expect", "anticipate", 
"intend", "may", "plan", "estimate", "will", "should", "could", "aim" or 
"might", or, in each case, their negative, or similar expressions. The 
forward-looking statements in this release are based upon various 
assumptions, many of which are based, in turn, upon further assumptions. 
Although the Company believes that the expectations reflected in these 
forward-looking statements are reasonable, it can give no assurances that 
they will materialize or prove to be correct. Because these statements are 
based on assumptions or estimates and are subject to risks and 
uncertainties, the actual results or outcome could differ materially from 
those set out in the forward-looking statements as a result of many factors. 
Such risks, uncertainties, contingencies and other important factors could 
cause actual events to differ materially from the expectations expressed or 
implied in this release by such forward-looking statements. The Company does 
not guarantee that the assumptions underlying the forward-looking statements 
in this release are free from errors and readers of this release should not 
place undue reliance on the forward-looking statements in this release. The 

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January 11, 2021 14:47 ET (19:47 GMT)