Invitation to the Extraordinary General Meeting of Shareholders, 2 November 2026
BIRKIRKARA, Malta, Oct. 1, 2026 /PRNewswire/ --
1 October 2026
Dear Shareholder,
Invitation to the Extraordinary General Meeting of Shareholders, 2 November 2026
Gentoo Media Inc. ('Gentoo' or the 'Company') would like to invite its shareholders to an Extraordinary General Meeting of Shareholders (the "EGM"). The meeting will take place at Nybrogatan 12, 114 39 Stockholm, Sweden, on Monday, 2 November 2026, at 10:00 CET.
The formal Notice for the meeting is enclosed with the following agenda:
- Presentation of the business of the meeting
- Voting on the resolutions specified in the Notice
The meeting is called to consider and approve: (A) amendments to the Company's Restated Certificate of Incorporation to increase the Company's authorised share capital and to create a new class of Class Z Common Stock; (B) an increase in the size of the Board of Directors; and (C) following the recommendation of the Nomination Committee, the election of a new member of the Board of Directors.
The following documents are enclosed with this invitation:
- Notice of Extraordinary General Meeting of Shareholders, 2 November 2026
- Information on resolutions related to agenda items
- Attendance and Proxy forms for the Extraordinary General Meeting of Shareholders
- The Nomination Committee's reasoned statement (enclosed to this Notice)
Shareholders wishing to attend the EGM in person must notify the Company of their attendance no later than the deadline applicable to the register in which their shares are held, as set out in the Notice — shareholders who do not register by the applicable deadline will not be permitted to attend in person. Shareholders are, in any event, encouraged to vote in advance by proxy — including shareholders planning to attend in person — by completing and signing the enclosed proxy form and returning it to reach the relevant addressee no later than the applicable deadline. Please note there are different addressees and deadlines depending on whether the shares are registered in Norway or in Sweden. Proxy forms are also available on www.gentoomedia.com/shareholder-meetings.
The Notice of the EGM is being sent to all shareholders registered in the Euronext Securities Oslo registry (VPS) or in the Euroclear Nordics AB registry as of the 1 October 2026 and will be sent to all shareholders as of the Record Date.
Shareholders wishing to obtain further information relating to the resolutions may make a written request to the Company via email: [email protected] or to Gentoo Media, Nannasgade 28, 2200 Copenhagen N, Denmark.
Yours sincerely,
Mikael Harstad
Chairman
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
GENTOO MEDIA INC.
c/o The Corporation Trust Company,
1209 Orange St, Wilmington,
Delaware 19801, USA
The shareholders of Gentoo Media Inc. are hereby invited to an Extraordinary General Meeting of Shareholders to be held on Monday, 2 November 2026 at 10:00 CET at Nybrogatan 12, 114 39 Stockholm, Sweden.
Proposed Agenda
The Board of Directors propose that the Extraordinary General Meeting of Shareholders conducts the following business:
- Opening of the Meeting;
- Election of Chairman of the Extraordinary General Meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of person/s to verify the minutes;
- Determination as to whether the meeting has been duly convened;
- Resolution to approve the Third Amended and Restated Certificate of Incorporation of Gentoo Media Inc;
- Resolution regarding the number of members of the Board of Directors;
- Resolution regarding the election of Lukasz Wojciak to the Board of Directors;
- Closing of the Extraordinary General Meeting of Shareholders.
The Company's share register is with the Euronext Securities Oslo registry. Only holders of Common Stock of Gentoo Media Inc. as registered in this registry, either directly or through nominee or custody accounts including Euroclear Nordics AB, are entitled to notice of and to vote at this meeting and any adjournments of this meeting.
Right to attendance and voting
Shareholders (determined as of the 23 October Record Date) of Gentoo who wish to attend and/or vote at the EGM must:
(i) be registered in the Euronext Securities Oslo registry in Norway, or in the Euroclear Nordics AB registry, depending on where the shares are held, no later than close of business on 23 October 2026. Shareholders with shares registered in nominee accounts with Euroclear Nordics AB, must contact their custodian bank or broker to have their shares registered in their own name to vote and/or attend the EGM by the 23 October 2026. Such re-registration procedure must be carried out by the custodian bank or broker by close of business 27 October 2026. Voting right registrations completed after this date may not be taken into account when preparing the register, at the sole discretion of the Chairman of the Meeting.
(ii) notify their attendance to Euroclear Nordics AS in writing by submitting the attached attendance form no later than 17:00 CET on 28 October 2026 (applicable to shareholders whose shares are registered in Euroclear Nordics AB), or 17:00 CET on 29 October 2026 (shareholders with shares registered in Euronext Securities Oslo (VPS) Norway, via Equro). Shareholders who do not notify their attendance by the applicable deadline above will not be permitted to attend the EGM in person. Shareholders attending the meeting are encouraged to vote by Proxy in advance.
(iii) shareholders who are not attending the EGM in person — and shareholders who are attending in person but wish to vote in advance in any event — may vote by proxy by submitting the enclosed proxy forms no later than 17:00 CET on 28 October 2026 (applicable to shareholders whose shares are registered in Euroclear Nordics AB), or 17:00 CET on 29 October 2026 (shareholders with shares registered in Euronext Securities Oslo (VPS) Norway, via Equro).
Address for notification under (ii) and (iii) above for shareholders with shares registered in Norway: [email protected] or Equro Issuer Services AS, Billingstadsletta 13, 1396 Billingstad, Norway, tel: +47 66773730. Address for shareholders with shares registered in Sweden: [email protected] or Gentoo EGM, c/o Euroclear Nordics AB, Box 191, 101 23 Stockholm, Sweden, tel: +46 8 402 92 23. Shareholders may also notify the Company by email: [email protected].
As of the date of this Notice, the Company has issued 134,707,976 shares of Common Stock, and at the EGM each share carries one vote. Holders of Common Stock of Gentoo Media registered as of close of trading on the Record Date, 23 October 2026, are entitled to attend and/or vote at this meeting and any adjournments of this meeting. Beginning ten (10) days prior to the meeting, a list of shareholders will be available for examination during regular business hours, by any shareholder, or the shareholder's attorney agent, at the Company's principal place of business Level 15, Q4, the Quad Mriehel Business Centre, Central Business District, Malta.
Yours sincerely,
Mikael Harstad
Chairman
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
GENTOO MEDIA INC.
2 November 2026
Information on resolutions related to agenda items
The Board of Directors, and, in relation to agenda items 2, 8, and 9, the Nomination Committee, set out below further information on the resolutions proposed for adoption by the Extraordinary General Meeting of Shareholders. The Nomination Committee's full reasoning in relation to agenda items 8 and 9 has been enclosed in this Notice.
(a) Agenda Item 2 - Chairman of the meeting
The Nomination Committee proposes that the Chairman of the Board, Mikael Harstad, is appointed as Chairman of the Extraordinary General Meeting of Shareholders.
(b) Agenda Item 7 - Resolution to approve the Third Amended and Restated Certificate of Incorporation of Gentoo Media Inc;
The Board of Directors proposes that the EGM resolves to approve the Third Amended and Restated Certificate of Incorporation of Gentoo Media Inc to:
(i) increase the number of authorized shares of the Common Stock, $0.001 par value per share, of the Company (the "Common Stock"), from 200,000,000 shares to 250,000,000 shares, and (ii) authorize an additional class of common stock, $0.001 par value per share, of the Company, to be designated "Class Z Common Stock," consisting of an additional 100,000,000 shares.
Following the proposed amendment, the Company's authorised share capital will be composed of 250,000,000 shares of Common Stock and 100,000,000 shares of Class Z Common Stock. For the elimination of doubt, the number of shares of Class Z Common Stock in issue will at no time exceed the number of authorized but unissued shares of Common Stock as the shares in the new class are expected, following a mandatory lock-in period, to be converted to shares of Common Stock.
The amendment is proposed to create sufficient authorised, unissued share capital — including the new Class Z Common Stock class — to accommodate a directed issue of new unlisted shares which the Board of Directors is intends to carry out, subject to EGM approval and other regulatory approvals. The share issue will be fully underwritten by (i) MJ Foundation Fundacja Rodzinna ("MJF"), (ii) Fundacja Zbigniewa Juroszka Fundacja Rodzinna ("ZJF") and (iii) Betplay Capital Fundacja Rodzinna ("Betplay"), each acting directly and/or through a designated affiliate (each a "Backstop Provider" and together the "Backstop Providers"), who have undertaken to subscribe for the pro-rate number of subscription rights allocated to them and further to any shares not taken up by other eligible shareholders. The Backstop Providers are amongst the Company's largest shareholders, and 2 members of the Board of the Company are affiliated with them.