DGAP-News Adjourned Extraordinary General Meeting resolves all proposed agenda items incl. conversion to SE, thus paving the way for relocation of the company's registered offices
DGAP-News: Media and Games Invest plc / Key word(s): AGM/EGM
Adjourned Extraordinary General Meeting resolves all proposed agenda items incl. conversion to SE, thus paving the way for relocation of the company's registered offices
April 15, 2021 - The Adjourned Extraordinary General Meeting ("Adjourned EGM") 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) was held today on 15 April 2021.
In total 77,401,599 shares (amounting to 60.1% of the Company's issued share capital) were present and/or represented at the Adjourned EGM which meant that a quorum of 75% of the Company's issued share capital (as required by article 33 of the Company's articles of association (the "Articles")) was not met. Accordingly, in terms of article 34 of the Articles, the quorum for the Adjourned EGM was lowered to 25% of the Company's issued share capital after one hour and thus was met with 60.1% of the share capital being present and/or being represented.
In accordance with the proposal of the Board of Directors, the Adjourned EGM resolved in favor of the:
- Election of the New Director Antonius Reiner Fromme from the date of the Meeting until the end of the Company's 2022 Annual General Meeting.
In accordance with the proposal of the Board of Directors, the Adjourned EGM resolved in favor of the following extraordinary resolutions:
- 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)
- to authorise the Board to issue shares and withdraw pre-emption rights (and consequent amendments to article 3 and article 4 of the Articles)
- to approve the conversion of the Company to a Societas Europaea and consequential amendments to the Articles
Commenting on the Adjourned EGM, Remco Westermann, CEO and Chairman of the Board (MGI) said: "The high level of shareholder support for the Board's proposals demonstrates the shareholders' confidence in the work of the Board of Directors and the Management. I am convinced that with these changes we have laid the foundations for further strong growth in the years to come. I would like to thank all shareholders for their participation in our Extraordinary General Meeting and their support for the proposed resolutions, as well as the trust they have placed in us."