DJ Media and Games Invest plc: Notice and Agenda of Extraordinary General Meeting
MEDIA AND GAMES INVEST PLC (C 52332)
168, ST CHRISTOPHER STREET, VALLETTA VLT1467, MALTA
Notice and Agenda of Extraordinary General Meeting
NOTICE is hereby given to all members of Media and Games Invest plc (C 52332) (the "Company" or "MGI"), in terms of
article 30 of the Company's articles of association (the "Articles") that an EXTRAORDINARY GENERAL MEETING of the
Company shall be held on 8 April 2021 at 10:00 (CEST) at 168, St Christopher Street, Valletta, VLT 1467, Malta (the "
Meeting").
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 9 March 2021 (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 in order to be entitled to attend and vote (in person or by proxy) at the Meeting. Any such 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.group/egm-2021/.
- 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.group/egm-2021/). 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.
- All shareholders who have submitted a properly completed and valid Attendance / Proxy Form will be provided with a
password to follow the meeting online at: https://mgi.group/egm-2021-audiocast/.
- 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 plc, 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 Record Date for processing and onward transmission
to the Malta Stock Exchange (as 'issuer CSD').
? DUE TO COVID-19 TRAVEL AND OTHER RESTRICTIONS THAT ARE LIKELY TO BE PLACE AT THE TIME OF THE MEETING,
SHAREHOLDERS OR THEIR PROXIES MAY BE UNABLE TO TRAVEL AND ATTEND THE MEETING IN PERSON AND/OR THE COMPANY MAY BE
REQUIRED TO REFUSE THEM ENTRY IF THE NUMBER OF PERSONS AT THE MEETING EXCEEDS THE NUMBER PERMITTED BY THE GERMAN HEALTH
AUTHORITIES. 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.
- 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 29 March 2021. The Company
must receive aggregated proxy data processed by the Malta Stock Exchange by e-mail at EGMregistration@mgi.group
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.group by no later than forty-eight (48) hours before the 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) that the Company may take to ensure the identification of the relevant shareholder/s who have
submitted questions to the Company.
Quorum and Adjournment
Article 33 of the Articles provides that a member/s holding at least 75% of the issued share capital carrying voting
rights will constitute a quorum at the Meeting. In accordance with article 34 of the Articles, if a quorum is not
present within one hour from the time appointed for the Meeting, the Meeting will be adjourned to 15 April 2021 at
10:00 (CEST) at 168, St Christopher Street, Valletta, VLT 1467, Malta. If at the adjourned meeting a quorum is not
present within one hour from the time appointed for the adjourned meeting, a member/s present at the adjourned meeting
in person or by proxy holding at least 25% of the issued share capital of the Company carrying voting rights shall
constitute a quorum. Any Attendance / Proxy Form submitted by shareholders in respect of the Meeting shall be valid for
any adjournment thereof.
Personal Data
All information submitted by shareholders in connection with attendance notifications and proxies and asking questions
will be computerised and used exclusively for the Meeting. For those Shareholders whose Shares are held through
Euroclear, more information on how your personal data is processed can be found in Euroclear's privacy notice at:
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Agenda
General
1. Opening of the Meeting
2. Election of Chairman of the Meeting
3. Drawing up and approval of voting list
4. Determination of quorum and whether the Meeting has been duly convened
5. Approval of the agenda
6. Presentation by the Chairman of the Board
7. Response to Questions from Shareholders (if any)
Ordinary resolutions
8. Election of Antonius Reiner Fromme as a director of the Company
Extraordinary resolutions
9. Extraordinary resolution to increase and re-classify the Company's authorised share capital, including the creation
of a new class of shares (and consequent amendment to article 5 of the Memorandum of Association)
10. Extraordinary resolution to authorise the Board to issue shares and withdraw pre-emption rights (and consequent
amendments to article 3 and article 4 of the Articles)
11. Extraordinary resolution to approve the conversion of the Company to a Societas Europaea and consequential
amendments to the Articles
Information on Proposed Resolutions
Agenda Item 2; Resolution on the election of Chairman of the Meeting
In terms of article 35 of the Articles the Chairman of the Board of Directors shall preside as Chairman of the Meeting.
(MORE TO FOLLOW) Dow Jones Newswires
February 19, 2021 09:30 ET (14:30 GMT)
