Shareholder meetings

Extraordinary General Meeting 2026

Gentoo Media Inc. (“the Company”) will hold an Extraordinary General Meeting of Shareholders (“the EGM”) on Monday, 2 November 2026 at 10:00 CET at Nybrogatan 12, 114 39 Stockholm, Sweden.

The EGM has been called to resolve on three proposals. The first is to approve the Third Amended and Restated Certificate of Incorporation, which increases the authorised Common Stock from 200,000,000 to 250,000,000 shares and creates a new class of 100,000,000 shares of Class Z Common Stock. The second is to increase the number of members of the Board of Directors from four to five. The third, following the recommendation of the Nomination Committee, is to elect Łukasz Wójciak as a new Director. Mikael Harstad is proposed to continue as Chairman of the Board.

The amendment to the Certificate of Incorporation is proposed to accommodate a directed issue of new unlisted shares, which the Board of Directors intends to carry out subject to approval by the EGM and other regulatory approvals. The share issue will be fully underwritten by MJ Foundation Fundacja Rodzinna, Fundacja Zbigniewa Juroszka Fundacja Rodzinna and Betplay Capital Fundacja Rodzinna, all among the Company’s largest shareholders. Shares of Class Z Common Stock will be unlisted and subject to a mandatory 12-month lock-up, after which they are expected to be converted into Common Stock.

Shareholders registered as of the record date, 23 October 2026, are entitled to attend and vote at the EGM. Shareholders holding shares through nominee accounts with Euroclear Nordics AB must contact their custodian bank or broker to have their shares registered in their own name by 23 October 2026. The custodian must complete this re-registration by close of business on 27 October 2026.

Notifications of attendance and proxy forms must be received no later than 17:00 CET on 28 October 2026 for shares registered with Euroclear Nordics AB (Sweden), or 17:00 CET on 29 October 2026 for shares registered with Euronext Securities Oslo (VPS) via Equro. Shareholders who do not register by the applicable deadline will not be permitted to attend in person. All shareholders, including those planning to attend in person, are encouraged to vote in advance by proxy.

Questions regarding the resolutions can be sent to [email protected].

Below are the notice of the meeting, including the attendance and proxy forms, the Third Amended and Restated Certificate of Incorporation, and the Nomination Committee’s proposal.

EGM Notice

Nomination committee Proposal

Restated Certificate of Incorporation

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The Annual Meeting of Shareholders in Gentoo Media Inc. (“the Company”) was held on 27 May 2026 in Stockholm, Sweden. Shareholders representing 33.56% of the shares entitled to vote were present, either in person or by proxy. A quorum was present.

The meeting approved the Company’s financial statements for the year ended 31 December 2025.

The meeting further resolved to discharge the members of the Board of Directors and the officers from liability for the financial year 2025.

It was resolved that the Board of Directors shall consist of four members. Mikael Harstad was re-elected as Chairman and Director of the Board. Mateusz Juroszek, Tomasz Juroszek and Jesper Ribacka were re-elected as Directors. Nicholas Batram, Cristina Romero de Alba and Hesam Yazdi were not re-elected as Directors.

The meeting also resolved to elect Hesam Yazdi as Board Observer, as proposed by the Nomination Committee.

The meeting further approved that the remuneration to the Board of Directors shall remain unchanged from the remuneration proposed by the Nomination Committee for the previous term.

Finally, the meeting resolved to re-elect PricewaterhouseCoopers as the Company’s auditor, as proposed by the Nomination Committee.

Below are the minutes, the notice of the meeting, and the Nomination Committee’s reasoning statement.

Gentoo Media AGM 2026 Minutes
Gentoo Media AGM Notice and Nomination Committee Proposal
Gentoo Media Nomination Committee Reasoning Statement

Previous shareholder meetings