MGT Capital Investments Inc. (MGTI)

[Rubenstien]

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Special Meeting”) of MGT Capital Investments, Inc. (the “Company”), a Delaware corporation, will be held beginning at [10 a.m. EST] on March[ ], 2018, at the Company’s offices located at 512 S. Mangum Street, Suite 408, Durham, NC 27701 for the following purposes:



1. To amend the Company’s Restated Certificate of Incorporation to increase the Company’s authorized common stock (“Common Stock”) from 75,000,000 shares to 125,000,000 shares;

2. To authorize the Board of Directors, without further action of the stockholders, to implement a reverse split of the Company’s Common Stock at a ratio of 1–for–2 at any time before the 2018 annual meeting of stockholders; and