Notice and Agenda of Adjourned Extraordinary General Meeting

Notice and Agenda of Adjourned Extraordinary General Meeting

Thursday, April 08, 2021

 

MEDIA AND GAMES INVEST PLC (C 52332)

168, ST CHRISTOPHER STREET, VALLETTA VLT1467, MALTA

NOTICE is hereby given to all members of Media and Games Invest plc (C 52332) ("MGI" or the "Company", ISIN: MT0000580101; Ticker M8G; Nasdaq First North Premier Growth Market and Scale Segment Frankfurt Stock Exchange) that the EXTRAORDINARY GENERAL MEETING of the Company which was scheduled for today, 8 April 2021, at 10:00 (CEST) (the "EGM"), has been ADJOURNED until 15 April 2021 at 10:00 (CEST) at 168, St Christopher Street, Valletta, VLT 1467, Malta (the "Adjourned Meeting") due to a lack of quorum.

 

Purpose of Adjourned Meeting

 

• 77,401,599 shares (amounting to 60.1% of the Company's issued share capital) were present and/or represented at the EGM. Given that the number of shares present and/or represented at the EGM was not, within one hour of the time appointed for the EGM, sufficient to constitute a quorum in terms of article 33 of the Company's articles of association (the "Articles") (i.e. 75% of the Company's issued share capital), the EGM was adjourned to 15 April 2021 at 10:00 (CEST) in terms of article 34 of the Articles.

 

Important information 

 

• In terms of article 34 of the Articles, if at the Adjourned Meeting, a quorum is not present by 11:00 (CEST), a member or members present in person or by proxy holding at least 25% of the Company's issued share capital carrying voting rights shall constitute a quorum. 

 

• Any Attendance / Proxy Form submitted by shareholders in respect of the EGM shall be valid for the Adjourned Meeting.  Accordingly, shareholders who have already submitted an Attendance / Proxy Form in respect of the EGM are not required to resubmit the said Attendance / Proxy Forms for the Adjourned Meeting.

 

• All shareholders who have submitted a properly completed and valid Attendance / Proxy Form may follow the Adjourned Meeting online at: https://mgi.group/adjourned-egm-2021-audiocast.

 

• The proposed agenda for the Adjourned Meeting is identical to the agenda as set out in the notice for the EGM that was originally published by the Company on 19 February 2021.  No other business will be discussed.  

 

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 Adjourned Meeting to the Company by e-mail to [email protected]  by no later than forty-eight (48) hours before the time appointed for the Adjourned 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 Adjourned 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 Adjourned Meeting, (2) on its website within forty-eight (48) hours from the Adjourned 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. 

 

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 Adjourned 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 Adjourned Meeting
2. Election of Chairman of the Adjourned Meeting
3. Drawing up and approval of voting list
4. Determination of quorum and whether the Adjourned 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 Adjourned Meeting

 

In terms of article 35 of the Articles the Chairman of the Board of Directors shall preside as Chairman of the Adjourned Meeting. Should the Chairman of the Board not be present within 15 minutes of the appointed time for the Adjourned Meeting, the Chairman of the Adjourned Meeting shall be elected by the directors present.

 

Agenda Item 8; Election of New Director

 

The Company proposes that Antonius Reiner Fromme be elected as a new member of the Board of Directors from the date of the Adjourned Meeting until the end of the Company's 2022 Annual General Meeting.

 

Further information regarding the new proposed director

 

Name: Antonius Reiner Fromme

 

Education and background: Mr. Fromme is a graduate business engineer from the University of Karlsruhe and has been employed with the freenet Group since 2009.

Born in Paderborn (05/20/1974), he commenced his career in mobile communications in 2001 with debitel AG in Stuttgart, and can look back on many years of experience in the telecommunications sector.

 

Current Assignments: Antonius Fromme has been the Chief Customer Experience Officer (CCE) of freenet AG since 1 June 2018. In his function as member of the Executive Board, he is responsible for the direct customer activities in the company's core business of mobile communications as well as all online and offline marketing activities. He is also responsible for digitalization of all customer interactions and transactions. Furthermore, he is in charge of the development of the digital lifestyle strategy and the digital lifestyle portfolio within the freenet Group.

 

Year of birth: 1974

 

Nationality: German

 

Direct or related person ownership in the Company: No. The proposed director is considered independent to the Company, the management of the Company and the Company's major shareholders. The new composition of the board of directors will therefore following the election fulfill the independency requirements stipulated in the Swedish Corporate Governance Code.

 

Agenda item 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)

 

The Company's authorised share capital is currently set at €300,000,000 divided into 300,000,000 ordinary shares having a nominal value of €1 per share. To ensure that the Company maintains a sufficient amount of authorised share capital to allow it to raise the capital required to fund the further growth of its business (including through acquisitions), the Board proposes that the Company's authorised share capital be increased by €20,000,000 to €320,000,000.

 

Additionally, in order to give the Company flexibility in the equity instruments which it can offer to investors, the Board is proposing that (a) that the Company's current authorised (and issued) ordinary shares be re-classified as Ordinary A Shares, retaining their current nominal value of one €1 each and (b) that the €20,000,000 increase in authorised share capital be allocated to a new class of Ordinary B Shares, divided into 200,000,000 Ordinary B Shares having a nominal value of €0.10 each;

 

The Board further proposes that:

 

(a) each Ordinary A Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have 10 votes; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company;

 

(b) each Ordinary B Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have 1 vote; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company; and

 

(c) save as otherwise provided above and as specifically set out in the Articles, all the shares in the Company shall rank pari passu in all respects including, inter alia, in respect of dividend distributions.

 

The Board therefore proposes that the Adjourned Meeting adopts the following Extraordinary Resolutions:

 

1. That article 5.1 of the Company's memorandum of association be deleted and replaced in its entirety by the following:

 

"The authorised share capital of the Company is three hundred and twenty million Euro (€320,000,000) divided into:

(a) three hundred million (300,000,000) Ordinary A Shares having a nominal value of one Euro (€1) each; and

(b) Two hundred million (200,000,000) Ordinary B Shares having a nominal value of ten cents (€0.10) each"

 

2. That the Company's current ordinary shares be re-classified as Ordinary A Shares.

 

3. That article 5.3 of the Company's memorandum of association be deleted and replaced in its entirety by the following:

 

 "(a) Each Ordinary A Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have ten (10) votes; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company;

 

 (b) Each Ordinary B Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have one (1) vote; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company; and"

 

4. That article 5.4 of the Company's memorandum of association be deleted and replaced in its entirety by the following:

 

 "Save as otherwise provided above and as specifically set out in the Articles of Association of the Company, all the shares in the Company shall rank pari passu in all respects including, inter alia, in respect of dividend distributions."

 

5. That any one director and/or the company secretary, acting singly, be and hereby is, authorised to make the necessary amendments to the Company's memorandum and articles of association ("M&A") in order to reflect the above; and to sign the updated M&A on the Company's behalf and do all things necessary to register the updated M&A with the Malta Business Registry and all other relevant authorities.

 

Agenda item 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)

 

Article 3 of the Articles provides that the Board may be authorised by an ordinary resolution of the Company in general meeting to issue any share and securities which are convertible into shares or which carry the right to subscribe for shares in the Company up to the limit of the authorised share capital of the Company.  The Board is currently authorised, in respect of its currently authorised single class of ordinary shares, to issue shares and securities which are convertible into shares or which carry the right to subscribe for shares in the Company (pursuant to a resolution adopted at an Extraordinary General Meeting of the Company on 25 July 2019) until 25 July 2024.    

 

In order to simplify the board authorisation process, while ensuring that the Company can continue to issue shares of any class in a quick and expeditious manner until at least 2026, the Board proposes article 3 of the Articles be amended, such that the Board be authorised directly by the Articles to issue shares (as well as options which may be convertible into shares, and other rights and/or securities (by whatever name referred to) which may entitle the holder thereof to subscribe to shares in the Company), which authority shall be valid for 5 years and renewable by ordinary resolution. 

 

In connection with the aforementioned proposal, the Board further proposes that article 4 of the Articles be amended such that the Board is also authorised by the Articles to restrict and/or withdraw any and all pre-emption rights of the Company's shareholders for as long as the Board remains authorised to issue and allot shares (as well as options which may be convertible into such shares, or any other rights or securities by whatever name referred to which may entitle the holder thereof to subscribe to shares in the Company).

 

The Board therefore proposes that the Adjourned Meeting adopts the following Extraordinary Resolutions:

 

1.  That article 3 of the Company's articles of association be deleted and replaced in its entirety by the following:

 

"Subject to the provisions of article 85 of the Act, the Board of Directors is authorised to issue shares of any class, options which may be convertible into shares, and other rights and/or securities (by whatever name referred to) which may entitle the holder thereof to subscribe to shares in the Company, in each case up to the maximum value of the authorised share capital of the Company (in respect of each class) at such times and on such terms as they think proper.

 

PROVIDED that the authority given under this Article shall be valid for five (5) years from 8 April 2021 and shall be renewable by ordinary resolution for further maximum periods of five (5) years each. This authority supersedes any previous authority granted by the shareholders under article 85 of the Act."

 

2. That article 4 of the Company's articles of association be deleted and replaced in its entirety by the following: 

 

"Subject to the relevant provisions of the Act and these Articles, allotments of new Shares and securities which are convertible into Shares, or which carry the right to subscribe for Shares, for consideration in cash shall be offered on a pre-emptive basis to shareholders in the Company in proportion to the share capital held by them. Where the issued share capital of the Company, which is divided into different classes of Shares carrying different rights with regard to voting, or participation in distributions, or sharing in assets in the event of a winding up, is increased by issuing new Shares for allotment in only one of these classes, the right of pre-emption of shareholders of the other classes is to be exercised only after the exercise of this right by the shareholders of the class in which the new Shares issued are to be allotted. No such new Shares and securities which are convertible into Shares, or which carry the right to subscribe for Shares, shall be offered on a pre-emptive basis to the Company itself, notwithstanding any other provision of the Act empowering the Company to hold its own Shares.

 

 PROVIDED that subject to the provisions of article 88 of the Act, the Board of Directors of the Company may restrict and/or withdraw any and all pre-emption rights of the Company's shareholders for as long as the Board of Directors remains authorised to issue and allot Shares, options which may be convertible into such Shares, or any other rights or securities by whatever name referred to which may entitle the holder thereof to subscribe to Shares in the Company, in terms of Article 3 above and article 85 of the Companies Act."

 

3. That any one director and/or the company secretary, acting singly, be and hereby is, authorised to make the necessary amendments to the M&A in order to reflect the above; and to sign the updated M&A on the Company's behalf and do all things necessary to register the updated M&A with the Malta Business Registry and all other relevant authorities.

 

Agenda item 11; Extraordinary resolution to approve the conversion of the Company to a Societas Europaea and consequential amendments to the Articles

 

In order to make the Company more attractive to international investors, the Board proposes that the Company be converted into a Societas Europaea ("SE") (the "Conversion").  In the Board's view, the Conversion will consolidate the Company's European nature and will strengthen its international dimension.  In addition, the Conversion will also allow the Company to benefit from a homogeneous legal framework which is generally recognised across the European Union.

 

To this end and in connection with the obligations set out under article 37 of Regulation (EC) No. 2157/2001 on the Statute for a European company (SE), the Board has prepared and submitted draft terms of conversion ("Draft Terms") to the Malta Business Registry ("MBR") together with reports explaining and justifying the legal and economic aspects of the Conversion as well as to indicate the implications for the shareholders and for the employees of the adoption of the form of an SE.  A copy of the Draft Terms and the aformentioned explanatory report are available on the Company's website at https://mgi.group/adjourned-egm-2021.

 

The Conversion will also require certain amendments to the M&A. Accordingly, the Board is proposing various amendments to the M&A in connection with the Conversion, together with certain other minor amendments to generally better align the M&A to the Company's status as a publicly listed company with its shares listed on two EU markets (including the lowering of the quorum threshold for general meetings which is currently unrealistically high for a public listed company).  A marked up version of the M&A reflecting all of the aformentioned proposed amendments (including the various amendments proposed in agenda items 8 and 9) (the "New M&A") available on the Company's website at https://mgi.group/adjourned-egm-2021. 

 

The Board therefore proposes that the Adjourned Meeting adopts the following Extraordinary Resolutions:

 

(1)  That the Company be converted to a Societas Europaea.

 

(2) That the Draft Terms as submitted to the Malta Business Registry by the Company be, and hereby are, approved.

 

(3) That the M&A be substituted in their entirety by the New M&A.

 

(4) That any one director and/or the company secretary, acting singly, be and hereby is, authorised to make the necessary amendments to the M&A in order to reflect the above; and to sign the updated M&A on the Company's behalf and do all things necessary to register the updated M&A with the Malta Business Registry and all other relevant authorities.

 

Other

 

The Company has 128,749,748 ordinary shares in issue as of the date of this notice (one vote per share).

 

The proposed New M&A as well as the Draft Terms (and accompanying explanatory report) are available on the Company's website at: https://mgi.group/adjourned-egm-2021.

 

* * *

8 April 2021
MEDIA AND GAMES INVEST PLC

The Board of Directors

 

Responsible Parties

The information in this press release has been made public through the agency of the responsible person set out below for publication at the time stated by MGI's news distributor EQS Newswire at the publication of this press release. The responsible person below may be contacted for further information.

 

For further information, please contact: 

 

Remco Westermann
Chairman of the Board and CEO
+49 40 411 885206

Sören Barz
Head of Investor Relations
+49 170 376 9571
[email protected], [email protected]
www.mgi.group

Jenny Rosberg, ROPA, IR contact Stockholm
+46707472741
[email protected]

Axel Mühlhaus / Dr. Sönke Knop, edicto GmbH, IR contact Frankfurt
+49 69 9055 05 51
[email protected]

 

About Media and Games Invest plc

Media and Games Invest plc is a digital integrated games and media company with main operational presence in Europe and North America. The company combines organic growth with value-generating synergetic acquisitions, demonstrating continuous strong, profitable growth with a revenue CAGR of 45% over the last 6 years. Next to strong organic growth, the MGI Group has successfully acquired more than 30 companies and assets in the past 6 years. The acquired assets and companies are integrated and amongst others cloud technology is actively used to achieve efficiency gains and competitive advantages. The Company's 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 a secured bond that is listed on Nasdaq Stockholm and on the Frankfurt Stock Exchange Open Market as well as an unsecured bond listed on the Frankfurt Stock Exchange Open Market.

 

The Company's certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB;  [email protected], +46-8-528 00 399.