Thursday, September 15, 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), held its Annual General Meeting for the year 2021 today on September 15, 2022.
In accordance with the proposals of the Board of Directors, the Annual General Meeting resolved on the following agenda topics:
The following ordinary resolutions, each as described in detail in the notice for the annual general meeting as previously published by the Company, were unanimously approved by the votes present:
- To consider the Auditor’s Report and approve the Audited Financial Statements for the financial year ended 31 December 2021
- Not to declare any dividend, as recommended by the Board of Directors on the basis of the Audited Financial Statements for the financial year ended 31 December 2021 (and in accordance with the directors’ recommendation as set forth in the Directors’ Report).
- To confirm and re-appoint RSM Malta as Auditors of the Company for the year 2022, until the earlier of the Company’s registration as a Swedish company or the Company’s next annual general meeting in 2023, and to authorize the Board of Directors to fix their remuneration.
- Resolution on the number of members of the Board of Directors.
- Resolution on the remuneration to the Board of Directors
The following ordinary resolution was approved with 99.99% of the votes present:
- Resolution on the election of the Board of Directors and Chairman of the Board of Directors.
The following extraordinary resolutions were unanimously approved by the votes present in the meeting. However, since the resolutions were passed by members holding more than 75% in nominal value of the shares represented and entitled to vote at the meeting, but were not passed by at least 51% in nominal value of all the shares entitled to vote at the meeting, the resolutions were not approved in accordance with the company’s articles.
- Extraordinary resolution to approve 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.
- Extraordinary resolution to approve 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 registration as a Swedish company.
- Extraordinary resolution to authorise the Board of Directors to issue shares, options, warrants and convertibles in the Company.
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, another meeting shall be called for 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 extraordinary resolutions will be submitted to the next Extraordinary General Meeting to be held on 01 November 2022, for which the Notice & Agenda will be published shortly.
A total of 75,721,387 shares were present at the Annual General Meeting corresponding to 47.55% of total shares issued.
For more information on the resolution items, please see the Notice and Agenda at the following link: https://mgi-se.com/wp-content/uploads/2022/07/20220715-MGI-SE-AGM-2022-Notice-and-Agenda.pdf
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:
Head of Investor Relations
+49 170 376 9571
Jenny Rosberg, ROPA, IR contact Stockholm
Axel Mühlhaus / Dr. Sönke Knop, edicto GmbH, IR contact Frankfurt
+49 69 9055 05 51
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; firstname.lastname@example.org, +46-8-528 00 399.