Bulletin from the Extraordinary General Meeting of GiG Software P.L.C.
GiG Software P.L.C held its Extraordinary General Meeting on 27 August 2025, at which, the meeting resolved to approve:
A. The appointment of Mr. Johan Petter Erik Nylander as Chair of the Extraordinary General Meeting;
B. The appointment of Dan Castillo to co-sign the minutes;
C. The election of Supa-us Tapaneeyakorn as director of the Company;
D. The increase in authorised share capital of the Company from one hundred fifty thousand Euro (€150,000), divided into one hundred fifty million (150,000,000) Ordinary ‘A’ shares having a nominal value of €0.001 per share to two hundred and twenty thousand Euro (€220,000), divided into two hundred and twenty million (220,000,000) Ordinary ‘A’ shares having a nominal value of €0.001 per share;
E. The authority of the Board of Directors to issue Equity Securities (as defined in the current memorandum and articles of association of the Company) up to the authorised share capital of the Company, as may be revised from time to time, less the amount of the issued share capital of the Company at that time, for a maximum period of five years, renewable by ordinary resolution for further maximum periods of five years each;
F. The revised Memorandum and Articles of Associated as published on https://www.gig.com/corporate-governance/articles-of-association/ (“New M&A”) and authorised the company secretary and/or any one director of the Company, acting singly, to (i) make any amendments to the New M&A as directed by the Malta Business Registry; (ii) execute the New M&A for and on behalf of the Company; (iii) to issue a certified extract of this resolution; and (iv) file the New M&A and the aforementioned extract with the Malta Business Registry, and/or any other competent authority, as may be required in terms of law.
In terms of Clause 135 of the Companies Act (Cap 386), and Article 11.37 of the Articles of Association of the Company, the required majority for the purposes of this Meeting was not less than 75% in nominal value of the shares represented and entitled to vote at the Meeting, representing at least fifty one per cent (51%) in nominal value of all the shares entitled to vote at the meeting.
The number of shares represented and entitled to vote at this Meeting corresponded to 62.17% of total shares entitled to vote at the Meeting, of which:
• 100% voted in favour of extraordinary resolution A (appointment of Chairman of the EGM)
• 100% voted in favour of extraordinary resolution B (appointing of Dan Castillo to co-sign the minutes);
• 95.9% voted in favour of extraordinary resolution C (the appointment of Supa-us Tapaneeyakorn as director of the Company);
• 95.9% voted in favour of extraordinary resolution D (increase in Authorised Share Capital);
• 95.5% voted in favour of extraordinary resolution E (Authority to the Board to issue shares).
• 100% voted in favour of extraordinary resolution F (update to the Memorandum and Articles of Association).
Full minutes of the Extraordinary General Meeting can be found enclosed and also on the company’s website: https://www.gig.com/corporate-governance/shareholder-meetings/.
By Order of the Board
Claudio Caruana
Company Secretary
