DJ 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 and Agenda of Adjourned Extraordinary General Meeting
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 questions@mgi.group 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 EUR300,000,000 divided into 300,000,000 ordinary shares having
a nominal value of EUR1 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 EUR20,000,000 to EUR320,000,000.
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 EUR1 each and (b) that the EUR20,000,000 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 EUR0.10 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 (EUR320,000,000) divided into:
(a) three hundred million (300,000,000) Ordinary A Shares having a nominal value of one Euro (EUR1) each; and
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(b) Two hundred million (200,000,000) Ordinary B Shares having a nominal value of ten cents (EUR0.10) 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
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