Birkirkara – October 01, 2026 -- Gentoo Media Inc. has called an Extraordinary General Meeting of Shareholders for 2 November 2026 in Stockholm to approve a capital structure overhaul that would pave the way for a directed share issue fully underwritten by three of its largest shareholders.
Board seeks to raise authorized Common Stock to 250 million shares and create a new Class Z class
The Board of Directors is proposing a Third Amended and Restated Certificate of Incorporation that would lift authorized Common Stock from 200,000,000 to 250,000,000 shares, $0.001 par value each, while creating an additional class of 100,000,000 shares designated Class Z Common Stock. As of the notice date, Gentoo Media had 134,707,976 shares of Common Stock outstanding, each carrying one vote.
Three insider-linked foundations agree to backstop the unlisted share issue
The additional authorized capital is intended to accommodate a directed issue of new unlisted shares, subject to EGM and regulatory approval. The issue will be fully underwritten by MJ Foundation Fundacja Rodzinna, Fundacja Zbigniewa Juroszka Fundacja Rodzinna, and Betplay Capital Fundacja Rodzinna, acting directly or through designated affiliates. Each Backstop Provider has committed to subscribe for its pro-rata allocation of subscription rights, plus any shares not taken up by other eligible shareholders. The company discloses that the three Backstop Providers rank among its largest shareholders, and that two members of the Board are affiliated with them.
Class Z shares are structured to convert into Common Stock after a lock-in period
Gentoo Media states that Class Z Common Stock will at no time exceed the number of authorized but unissued Common Stock, and that shares in the new class are expected to convert to Common Stock following a mandatory lock-in period.
Shareholders will also vote on board expansion and a new director nominee
The agenda includes a resolution on the number of Board members and the election of Lukasz Wojciak to the Board, following a recommendation from the Nomination Committee. Chairman Mikael Harstad has been proposed by the Nomination Committee to chair the EGM itself.
Voting rights hinge on a 23 October record date and dual registry deadlines
Shareholders must be registered in the Euronext Securities Oslo registry or the Euroclear Nordics AB registry by close of business on 23 October 2026 to vote. Those holding shares through nominee accounts with Euroclear Nordics AB must complete re-registration through their custodian bank or broker by 27 October 2026. Attendance notifications are due by 17:00 CET on 28 October 2026 for Euroclear Nordics AB-registered shareholders, or by 17:00 CET on 29 October 2026 for those registered via Euronext Securities Oslo (VPS) Norway. Proxy voting follows the same deadlines, with separate addressees in Norway and Sweden.
The notice was distributed to shareholders on record in both registries as of 1 October 2026. Gentoo Media's principal place of business is listed at the Quad Mriehel Business Centre in Malta's Central Business District, where a shareholder list will be available for inspection beginning ten days before the meeting.