(b) Two hundred million (200,000,000) Ordinary B Shares having a nominal value of ten cents (EUR0.10) each" 
 
 2. That the Company's current ordinary shares be re-classified as Ordinary A Shares. 
 
 3. That article 5.3 of the Company's memorandum of association be deleted and replaced in its entirety by the 
    following: 
 
 "(a) Each Ordinary A Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings 
of the Company and shall have ten (10) votes; (ii) the right to participate in a distribution of profits or assets of 
the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely 
on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of 
capital in a winding up of the Company; 
 
 (b) Each Ordinary B Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings 
of the Company and shall have one (1) vote; (ii) the right to participate in a distribution of profits or assets of the 
Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on 
number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital 
in a winding up of the Company; and" 
 
 4. That article 5.4 of the Company's memorandum of association be deleted and replaced in its entirety by the 
    following: 
 
 "Save as otherwise provided above and as specifically set out in the Articles of Association of the Company, all the 
shares in the Company shall rank pari passu in all respects including, inter alia, in respect of dividend 
distributions." 
 
 5. That any one director and/or the company secretary, acting singly, be and hereby is, authorised to make the 
    necessary amendments to the Company's memorandum and articles of association ("M&A") in order to reflect the above; 
    and to sign the updated M&A on the Company's behalf and do all things necessary to register the updated M&A with 
    the Malta Business Registry and all other relevant authorities. 
 
Agenda item 10; Extraordinary resolution to authorise the Board to issue shares and withdraw pre-emption rights (and 
consequent amendments to article 3 and article 4 of the Articles) 
 
Article 3 of the Articles provides that the Board may be authorised by an ordinary resolution of the Company in general 
meeting to issue any share and securities which are convertible into shares or which carry the right to subscribe for 
shares in the Company up to the limit of the authorised share capital of the Company.  The Board is currently 
authorised, in respect of its currently authorised single class of ordinary shares, to issue shares and securities 
which are convertible into shares or which carry the right to subscribe for shares in the Company (pursuant to a 
resolution adopted at an Extraordinary General Meeting of the Company on 25 July 2019) until 25 July 2024. 
 
In order to simplify the board authorisation process, while ensuring that the Company can continue to issue shares of 
any class in a quick and expeditious manner until at least 2026, the Board proposes article 3 of the Articles be 
amended, such that the Board be authorised directly by the Articles to issue shares (as well as options which may be 
convertible into shares, and other rights and/or securities (by whatever name referred to) which may entitle the holder 
thereof to subscribe to shares in the Company), which authority shall be valid for 5 years and renewable by ordinary 
resolution. 
 
In connection with the aforementioned proposal, the Board further proposes that article 4 of the Articles be amended 
such that the Board is also authorised by the Articles to restrict and/or withdraw any and all pre-emption rights of 
the Company's shareholders for as long as the Board remains authorised to issue and allot shares (as well as options 
which may be convertible into such shares, or any other rights or securities by whatever name referred to which may 
entitle the holder thereof to subscribe to shares in the Company). 
 
The Board therefore proposes that the Adjourned Meeting adopts the following Extraordinary Resolutions: 
 
 1.  That article 3 of the Company's articles of association be deleted and replaced in its entirety by the following: 
 
"Subject to the provisions of article 85 of the Act, the Board of Directors is authorised to issue shares of any class, 
options which may be convertible into shares, and other rights and/or securities (by whatever name referred to) which 
may entitle the holder thereof to subscribe to shares in the Company, in each case up to the maximum value of the 
authorised share capital of the Company (in respect of each class) at such times and on such terms as they think 
proper. 
 
PROVIDED that the authority given under this Article shall be valid for five (5) years from 8 April 2021 and shall be 
renewable by ordinary resolution for further maximum periods of five (5) years each. This authority supersedes any 
previous authority granted by the shareholders under article 85 of the Act." 
 
 2. That article 4 of the Company's articles of association be deleted and replaced in its entirety by the following: 
 
"Subject to the relevant provisions of the Act and these Articles, allotments of new Shares and securities which are 
convertible into Shares, or which carry the right to subscribe for Shares, for consideration in cash shall be offered 
on a pre-emptive basis to shareholders in the Company in proportion to the share capital held by them. Where the issued 
share capital of the Company, which is divided into different classes of Shares carrying different rights with regard 
to voting, or participation in distributions, or sharing in assets in the event of a winding up, is increased by 
issuing new Shares for allotment in only one of these classes, the right of pre-emption of shareholders of the other 
classes is to be exercised only after the exercise of this right by the shareholders of the class in which the new 
Shares issued are to be allotted. No such new Shares and securities which are convertible into Shares, or which carry 
the right to subscribe for Shares, shall be offered on a pre-emptive basis to the Company itself, notwithstanding any 
other provision of the Act empowering the Company to hold its own Shares. 
 
 PROVIDED that subject to the provisions of article 88 of the Act, the Board of Directors of the Company may restrict 
and/or withdraw any and all pre-emption rights of the Company's shareholders for as long as the Board of Directors 
remains authorised to issue and allot Shares, options which may be convertible into such Shares, or any other rights or 
securities by whatever name referred to which may entitle the holder thereof to subscribe to Shares in the Company, in 
terms of Article 3 above and article 85 of the Companies Act." 
 
 3. That any one director and/or the company secretary, acting singly, be and hereby is, authorised to make the 
    necessary amendments to the M&A in order to reflect the above; and to sign the updated M&A on the Company's behalf 
    and do all things necessary to register the updated M&A with the Malta Business Registry and all other relevant 
    authorities. 
 
Agenda item 11; Extraordinary resolution to approve the conversion of the Company to a Societas Europaea and 
consequential amendments to the Articles 
 
In order to make the Company more attractive to international investors, the Board proposes that the Company be 
converted into a Societas Europaea ("SE") (the "Conversion").  In the Board's view, the Conversion will consolidate the 
Company's European nature and will strengthen its international dimension.  In addition, the Conversion will also allow 
the Company to benefit from a homogeneous legal framework which is generally recognised across the European Union. 
 
To this end and in connection with the obligations set out under article 37 of Regulation (EC) No. 2157/2001 on the 
Statute for a European company (SE), the Board has prepared and submitted draft terms of conversion ("Draft Terms") to 
the Malta Business Registry ("MBR") together with reports explaining and justifying the legal and economic aspects of 
the Conversion as well as to indicate the implications for the shareholders and for the employees of the adoption of 
the form of an SE.  A copy of the Draft Terms and the aformentioned explanatory report are available on the Company's 
website at https://mgi.group/adjourned-egm-2021. 
 
The Conversion will also require certain amendments to the M&A. Accordingly, the Board is proposing various amendments 
to the M&A in connection with the Conversion, together with certain other minor amendments to generally better align 
the M&A to the Company's status as a publicly listed company with its shares listed on two EU markets (including the 
lowering of the quorum threshold for general meetings which is currently unrealistically high for a public listed 
company).  A marked up version of the M&A reflecting all of the aformentioned proposed amendments (including the 
various amendments proposed in agenda items 8 and 9) (the "New M&A") available on the Company's website at https:// 
mgi.group/adjourned-egm-2021. 
 
The Board therefore proposes that the Adjourned Meeting adopts the following Extraordinary Resolutions: 
 
(1)  That the Company be converted to a Societas Europaea. 
 
(2) That the Draft Terms as submitted to the Malta Business Registry by the Company be, and hereby are, approved. 
 
(3) That the M&A be substituted in their entirety by the New M&A. 
 
(4) That any one director and/or the company secretary, acting singly, be and hereby is, authorised to make the 
necessary amendments to the M&A in order to reflect the above; and to sign the updated M&A on the Company's behalf and 
do all things necessary to register the updated M&A with the Malta Business Registry and all other relevant 
authorities. 
 
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