August 19, 2022 – Media and Games Invest SE (“MGI” or the “Company”, ISIN: MT0000580101; Ticker M8G; Nasdaq First North Premier Growth Market and Scale Segment Frankfurt Stock Exchange, OTCQX: MDGIF), today informed its shareholders that the Board of Directors has decided to withdraw agenda items 12 and 16 from the agenda of the Annual General Meeting 2022 (“AGM”). The agenda items will instead be included as revised proposals in the agenda for an Extraordinary General Meeting (“EGM”) to be held later this year for the purpose of appointing of the Company’s new auditor for FY2023.
The Board of Directors has decided to withdraw items 12 and 16 from the agenda of the upcoming AGM. These items will instead be placed on the agenda for an EGM to be held later this year, with certain minor clarifications. In the case of agenda item 12, which relates to the Nomination Committee principles, the proposed resolution will be amended to provide clarity on the calculation of voting rights, in the case of agenda item 16, which relates to the Company’s ESOP program, the proposed resolution will not include the strike price adjustment that was included for the AGM proposal.
The withdrawal of the agenda items from the AGM will have no effect on the planned relocation of the Company to Sweden that is intended to take place at the beginning of January 2023, subject to the approval of the AGM.
The Company is also planning to re-propose at the EGM any of the extraordinary resolutions that are currently proposed for a vote at the AGM (agenda items 17 to 19) should such resolutions not be passed at the AGM (provided that at least one of the two required majorities for the passing of the relevant extraordinary resolution is obtained). In regards to article 39 of the Company’s Articles of Association, the proposed extraordinary resolutions must 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. If only one of the two majorities is obtained at the AGM, the EGM can be convened within thirty (30) days to take a fresh vote on the proposed resolution, at which meeting the relevant resolutions 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 EGM. Alternatively, if more than half in nominal value of all the shares having the right to vote at the EGM are represented at that EGM, a simple majority in nominal value of such shares so represented shall suffice.
Responsible parties
The information in this release has been made public through the agency of the responsible persons at MGI 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 further information, please contact:
Sören Barz
Head of Investor Relations
+49 170 376 9571
soeren.barz@mgi-se.com, info@mgi-se.com
www.mgi-se.com
Jenny Rosberg, ROPA, IR contact Stockholm
+46707472741
Jenny.rosberg@ropa.se
Axel Mühlhaus / Dr. Sönke Knop, edicto GmbH, IR contact Frankfurt
+49 69 9055 05 51
mgi@edicto.de
About Media and Games Invest SE
Media and Games Invest SE (“MGI”) is an advertising software platform with strong first party games content. MGI’s main operational presence is in North America and Europe. The company combines organic growth with value-generating synergetic acquisitions, which has demonstrated continuous strong profitable growth with a revenue CAGR of 77% (2018 –2021). Next to strong organic growth, the MGI Group has successfully acquired more than 35 companies and assets in the past 6 years. The acquired assets and companies have been integrated and amongst others cloud technology is actively used to achieve efficiency gains and competitive advantages. MGI is registered as Societas Europaea in Malta (registration number SE 15) and its shares are listed on Nasdaq First North Premier Growth Market in Stockholm and in the Scale segment of the Frankfurt Stock Exchange. The Company has two secured bonds that are listed on Nasdaq Stockholm and on the Frankfurt Stock Exchange Open Market.
The Company’s certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB; info@fnca.se, +46-8-528 00 399.