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Company Description Media and Games Invest Group COMPANY DESCRIPTION FOR THE PURPOSE OF THE LISTING OF MEDIA AND GAMES INVEST PLC.’S SHARES ON NASDAQ FIRST NORTH GROWTH MARKET Media and Games Nasdaq First North Growth Market Disclaimer Nasdaq First North Growth Market is a registered SME growth market, in accordance with the Directive on Markets in Financial Instruments (EU 2014/65) as implemented in the national legislation of Denmark, Finland and Sweden, operated by an exchange within the Nasdaq group. Issuers on Nasdaq First North Growth Market are not subject to all the same rules as issuers on a regulated main market, as defined in EU legislation (as implemented in national law). Instead they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in an issuer on Nasdaq First North Growth Market may therefore be higher than investing in an issuer on the main market. All issuers with shares admitted to trading on Nasdaq First North Growth Market have a Certified Adviser who monitors that the rules are followed. The respective Nasdaq exchange approves the application for admission to trading. Company description 1 Media Games Invest plc. Invest Group IMPORTANT INFORMATION Forward-looking statements This company description (the “Company Description”) has The Company Description contains certain forward-looking been prepared by the board of directors of Media and Games statements and opinions. Forward-looking statements are Invest plc., a company incorporated under the laws of Malta with statements that do not relate to historical facts and events and company registration number C 52332 and having its registered such statements and opinions pertaining to the future that, office at 168, St Christopher Street, Valletta VLT 1467, Malta (in by example, contain wording such as ”believes”, ”estimates”, this Company Description, ”MGI” or the ”Company” shall mean ”anticipates”, ”expects”, ”assumes”, ”forecasts”, ”intends”, ”could”, Media and Games Invest plc. and together with its subsidiaries ”will”, ”should”, ”would”, ”according to estimates”, ”is of the opinion”, the ”Group”), for the purposes of the contemplated listing of ”may”, ”plans”, ”potential”, ”predicts”, ”projects”, ”to the knowledge MGI’s shares on Nasdaq First North Premier Growth Market. The of” or similar expressions, which are intended to identify a Company Description has not been prepared in accordance with statement as forward-looking. Forward-looking statements are the Regulation (EU) 2017/1129 of the European Parliament and based on current estimates and assumptions made according of the Council of 14 June 2017 on the prospectus to be published to the best of the Company’s knowledge. Such forward-looking when securities are offered to the public or admitted to trading statements are subject to risks, uncertainties, and other factors on a regulated market, and repealing Directive 2003/71/EC or that could cause the actual results, including the Company’s the Financial Instruments Trading Act (SFS 1991:980) (Sw. Lag cash flow, financial condition and results of operations, to differ (1991:980) om handel med finansiella instrument) and thereby the materially from the results, or fail to meet expectations expressly Company Description does not constitute a prospectus. or implicitly assumed or described in those statements or to turn out to be less favourable than the results expressly or implicitly The Company Description has been prepared by the board of assumed or described in those statements. The Company cannot directors of Media and Games Invest plc. and reviewed by Nasdaq give any assurance regarding the future accuracy of the opinions Stockholm AB. The board of directors of Media and Games Invest set forth herein or as to the actual occurrence of any predicted plc. is responsible for the content of this Company Description. developments. In light of the risks, uncertainties and assumptions The Company Description has not been approved or registered by associated with forward-looking statements, it is possible that the the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) future events mentioned in the Company Description may not in accordance with the Financial Instruments Trading Act. Any occur. Moreover, the forward-looking estimates and forecasts disputes regarding, or arising as a consequence of, the content of derived from third-party studies referred to in the Company this Company Description, or legal circumstances related thereto Description may prove to be inaccurate. Actual results, performance shall be exclusively determined under the laws of Sweden and by or events may differ materially from those in such statements due a Swedish court of law whereupon the Stockholm District Court to, without limitation, other events or factors than those described shall constitute the court of first instance. in the section Risk Factors. After the date of the Company Description, the Company assumes no obligation, except as This Company Description does not constitute an offer to required by law or Nasdaq First North Premier Growth Market’s subscribe for or acquire shares in Media and Games Invest plc. in Rule Book for Issuers, to update any forward-looking statements Sweden or in any other jurisdiction. The release, publication and or to conform these forward-looking statements to actual events distribution of the Company Description is subject to restrictions or developments. under applicable law and regulations. The Company Description may not be released, published or distributed in the United States, Business and market data Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland, or any jurisdiction where such measure The Company Description includes industry and market data requires prospectus, registration measures or other measures pertaining to MGI’s business and markets. Such information is beyond those required by Swedish law or otherwise in violation of based on the Company’s, as applicable, analysis of multiple sources, applicable law or regulations in such jurisdiction. MGI has not, and stated in the Company Description. For example, as applicable, will not, take any measures to facilitate an offer to the public or each of the Company have obtained certain market data from, for otherwise in any jurisdiction. Recipients of the Company Description example, Newzoo. Industry publications or reports generally state are obligated to inform themselves of, and comply with, the above- that the information they contain has been obtained from sources stated restrictions and, in particular, not to release, publish or believed to be reliable, but the accuracy and completeness of distribute the Company Description in contravention of applicable such information is not guaranteed. The Company have not legislation and rules. Any action in contravention of the above- independently verified and cannot give any assurances as to the stated restrictions may constitute a criminal violation of applicable accuracy of industry and market data contained in the Company securities laws. Description that were extracted or derived from such industry publications or reports. Business and market data are inherently This Company Description does not constitute or form part of an predictive and subject to uncertainty and not necessarily reflective offer or solicitation to purchase or subscribe for securities in the of actual market conditions. Such data is based on market research, United States. The securities referred to herein may not be sold which itself is based on sampling and subjective judgements by in the United States absent registration or an exemption from both the researchers and the respondents, including judgements registration under the US Securities Act of 1933, as amended (the about what types of products and transactions should be included in the relevant market. The Company does not assume ”Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or any responsibility for the correctness of any business or market in a transaction not subject to, the registration requirements of data included in the Company Description. Information provided the Securities Act. There is no intention to register any securities by third parties has been accurately reproduced and, as far as the referred to in this Company Description in the United States or to Company is aware and have been able to ascertain from information make a public offering of the securities in the United States. published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Presentation of financial information Some of the figures contained in this Company Description have This Company Description is dated 30 September 2020. been rounded off. Consequently, certain tables may not appear to add up correctly. No information contained in the Company Description has been audited or reviewed by the Company’s auditors other than as expressly stated. Company description 2 Media Games Invest plc. TABLE OF CONTENTS RISK FACTORS 4 BACKGROUND AND REASONS 16 MESSAGE FROM THE CEO 17 MARKET OVERVIEW 18 BUSINESS DESCRIPTION 24 FINANCIAL INFORMATION 37 BOARD OF DIRECTORS, EXECUTIVE MANAGEMENT AND AUDITOR 41 CORPORATE GOVERNANCE 44 SHARE CAPITAL AND OWNERSHIP STRUCTURE 48 ARTICLES OF ASSOCIATION 50 LEGAL CONSIDERATIONS AND SUPPLEMENTARY INFORMATION 55 ADDRESSES 69 FINANCIAL CALENDAR Half Year
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