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 meetingVoting 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 2026Information on resolutions related to agenda itemsAttendance and Proxy forms for the Extraordinary General Meeting of ShareholdersThe 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: ir@g2m.com 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: info@equro.com or Equro Issuer Services AS, Billingstadsletta 13, 1396 Billingstad, Norway, tel: +47 66773730. Address for shareholders with shares registered in Sweden: generalmeetingservice@euroclear.com 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: ir@g2m.com.
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. The 2 members of the Board have not taken any part in the negotiations or deliberations with the Backstop Providers related to their underwriting commitment of a prospective share issue.
The rationale for the Company proposing that Class Z Common Stock be unlisted and subject to a mandatory lock-up period of 12 months is to comply with Regulation S exemption under U.S. securities law.
(c) Agenda Item 8 — Number of members of the Board of Directors
Following the recommendation of the Nomination Committee, the Board of Directors proposes that the EGM resolves to increase the number of members of the Board of Directors from four (4) to five (5), for the period until the end of the Company’s next Annual Meeting of Shareholders.
The Nomination Committee’s reasoned statement is enclosed to this Notice and is also available here: https://www.gentoomedia.com/shareholder-meetings/
(d) Agenda Item 9 — Election of a new member of the Board of Directors
Following the recommendation of the Nomination Committee, the Board of Directors proposes that the EGM resolves to elect Łukasz Wójciak as a new member of the Board of Directors, to serve for the period until the end of the Company’s next Annual Meeting of Shareholders. Mikael Harstad is proposed to continue as Chairman of the Board.
Information concerning Mr Wójciak, including his background and the Nomination Committee’s assessment of his independence in relation to the Company and its major shareholders, is set out in the Nomination Committee’s reasoned statement enclosed to this Notice which is also available here: https://www.gentoomedia.com/shareholder-meetings/. Information concerning the Company’s existing Board members proposed to continue in office is available on the Company’s website at www.gentoomedia.com/board-of-directors/.
Gentoo Media Inc.
NOTIFICATION OF ATTENDANCE
Extraordinary General Meeting of Shareholders
The shareholder below is hereby notifying the Company of its participation and exercising the voting rights for all of the shareholder’s shares in Gentoo Media Inc. at the Extraordinary General Meeting of Shareholders on 2 November 2026.
Name of Shareholder
Number of shares (if left blank, all my shares)
Email
Phone number
Place and date
Signature*
Clarification of signature
* If signing for a company, a clarification of signature shall be included above and an up to date certificate of incorporation (or the equivalent) shall be enclosed with the completed form.
Please mark, sign, date and return this attendance form promptly to reach the addressee no later than 17:00 CET on 28 October 2026 (shareholders with shares registered in Sweden, via Euroclear Nordics AB) or 17:00 CET on 29 October 2026 (shareholders with shares registered with Euronext Securities Oslo (VPS). Shareholders who do not notify their attendance by the applicable deadline will not be permitted to attend the meeting in person.
For shareholders with shares registered with Euronext Securities Oslo (VPS), please send this form to Equro Issuer Services AS, email: info@equro.com or Billingstadsletta 13, 1396 Billingstad, Norway.
For shareholders with shares registered with Euroclear Nordics AB, please send this form to: generalmeetingservice@euroclear.com or Gentoo EGM, c/o Euroclear Nordics AB, Box 191, 101 23 Stockholm, Sweden.
Please note that to be considered a valid vote, shares of shareholders must be registered with Euronext Securities Oslo or with Euroclear Nordics AB no later than the close of business on 23 October 2026 and voting re-registration by custodian banks or brokers must be completed by close of business on 27 October 2026.
Despite your intention to attend the EGM in person, it is encouraged that you submit a proxy nonetheless with your votes.
Gentoo Media Inc.
Proxy for Extraordinary General Meeting of Shareholders
The undersigned shareholder of Gentoo Media Inc. (“Gentoo” or the “Company”) hereby appoints ______________________________ (if left blank, the chairman of the meeting) with full power of substitution, as attorney and proxy of the undersigned to appear at Gentoo’s Extraordinary General Meeting of Shareholders on 2 November 2026 at 10:00 CET at Nybrogatan 12, 114 39 Stockholm, Sweden, and at any and all adjournments thereof, and to act at such meeting for the undersigned and vote all ______________________________ (if left blank, all my shares) shares of Common Stock of Gentoo owned by the undersigned, with all the power the undersigned would possess if personally present at the meeting, as follows:
Proposal*
For
Against
Abstain
2.
To elect the Chairman of the Board, Mikael Harstad, as chairman of the meeting
4.
Approve the agenda
5.
Election of person/s to verify the minutes
7.
To approve the Third Amended and Restated Certificate of Incorporation of Gentoo Media Inc;
8.
To increase the number of members of the Board of Directors from four to five
9.
To elect Łukasz Wójciak as a new Director of the Board
*If a ✖ is not placed in one of the boxes for any resolution, it will be considered a vote FOR that resolution.
The undersigned shareholder may revoke this proxy at any time before the votes are cast by delivering a written revocation of the proxy or a duly executed proxy bearing a later date. This Proxy shall expire immediately following the end of the Extraordinary General Meeting of Shareholders and any adjournments thereof, but not later than one month from the date hereof. The undersigned shareholder hereby acknowledges receipt of the Notice of the Extraordinary General Meeting of Shareholders.
Please mark, sign, date and return this proxy promptly to reach the addressee no later than 17:00 CET on 28 October 2026 (shareholders with shares registered with Euroclear Noridcs AB) or 17:00 CET on 29 October 2026 (shareholders with shares registered with Euronext Securities Oslo (VPS)).
For shareholders with shares registered with Euronext Securities Oslo (VPS), please send this proxy to Equro Issuer Services AS, email: info@equro.com or Billingstadsletta 13, 1396 Billingstad, Norway.
For shareholders with shares registered with Euroclear Nordics AB, please send this proxy to: generalmeetingservice@euroclear.com or Gentoo EGM, c/o Euroclear Nordics AB, Box 191, 101 23 Stockholm, Sweden.
Please note that to be considered a valid vote, shares of shareholders must be registered with Euronext Securities Oslo or with Euroclear Nordics AB no later than the close of business on 23 October 2026 and voting re-registration by custodian banks or brokers must be completed by close of business on 27 October 2026.
This Proxy is solicited on behalf of the Board of Directors
Date: ________________________________________________________________
________________________________________________________________
Registered holder / Name in block letters
________________________________________________________________
Signature of Signatory / Full Name in block letters
When signing as executor, administrator, trustee, guardian, attorney-in-fact or other fiduciary, please give title as such. When signing as a corporation, please sign in full corporate name by the President or other authorised officer. If you sign for a partnership, please sign in the partnership name by an authorised person.
This information was brought to you by Cision http://news.cision.com.
https://news.cision.com/gentoo-media-inc/r/invitation-to-the-extraordinary-general-meeting-of-shareholders–2-november-2026,c4403124
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