5th Planet Games A/S — AGM Information 2017

Oct 30, 2017

HUGO GAMES A/S

MINUTES OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 30 OCTOBER 2017

Extraordinary general meeting

Year 2017, on 30 October at 02.00 p.m., an extraordinary general meeting in Hugo Games A/S (the "Company"), CVR-no. 33 59 71 42, was held at Haakon VIIs gate 9, 0161, Oslo, Norway.

The agenda was as follows:

• 1. Election of member to the Board of Directors.
• 1. Board of Directors to consist of 3-7 members (clause 6.1 of the articles of association).
• 1. Amendment of nominal value of the shares in the Company and capital reduction by way of covering of loss and transfer to a special reserve.
• 1. Authorization to the Board of Directors to issue warrants of nominally DKK 6,000,000 (clause 2.2 of the articles of association) and amendment of the Company's policy on incentive pay.
• 1. Authorization to the Board of Directors to increase the share capital with nominally DKK 10,000,000 (clause 2.4 of the articles of association).
• 1. Authorization to the Board of Directors to increase the share capital with nominally DKK 10,000,000 (clause 2.5 of the articles of association).
• 1. Authorization to the Board of Directors to increase the share capital with nominally DKK 10,000,000 (clause 2.6 of the articles of association).
• 1. Total authorization to increase the share capital with nominally DKK 10,000,000 (clause 2.7 of the articles of association

The board of directors had, in accordance with the Company's articles of association provision 5.10, elected CEO Henrik Nielsen as Chairman.

The Chairman opened the general meeting by stating that the general meeting had been timely and duly convened and was competent to transact business according to the agenda. The Chairman further stated that 27.9% of the Company's share capital was present, in person or by proxy.

Hereafter the Chairman continued according to the announced agenda.

Item 1. Election of member to the Board of Directors

The Chairman stated that Henrik Nielsen had resigned as member of the Board of Directors as he had taken office as CEO of the Company, replacing Henrik Jørgen Skouboe Kølle.

The Board of Directors proposed election of Henrik Jørgen Skouboe Kølle as new board member.

Following a vote, the Chairman stated that Henrik Jørgen Skouboe Kølle was elected board member by the general meeting.

Item 2. Board of Directors to consist of 3-7 members (clause 6.1 of the articles of association)

The Chairman stated that the Board of Directors had proposed for the Board of Directors to consist of 3-7 members instead of the current 3-5 members.

In connection hereto it was proposed to amend Section 6.1 in the articles of association to:

"The overall management of the Company's affairs is the responsibility of the Board of Directors consisting of 3- 7 directors elected each year at the annual general meeting of the Company for the period until the next annual general meeting. The directors are eligible for re-election."

The proposal to increase the numbers of potential board members from 3-5 to 3-7 was adopted by the general meeting.

Item 3. Amendment of nominal value of the shares in the Company and capital reduction by way of covering of loss and transfer to a special reserve

The Board of Directors proposed to restructure the share capital of the Company by reducing the nominal value of the shares in the Company, followed by a reduction of the share capital of the Company, and thereafter to increase the nominal value of the shares in the Company.

Firstly, it was proposed to reduce the nominal value per share from DKK 0.50 to DKK 0.10.

The proposal is contingent upon the two other proposals under this item 3 being approved and executed.

The proposal was adopted by the general meeting.

Secondly, it was proposed to reduce the Company's share capital from nominally DKK 56,825,856.50 with nominally DKK 45,460,685.20 to nominally DKK 11,365,171.30.

The capital reduction was proposed effected at a price of 100 to the effect that DKK 23,000,000 was used to cover the Company's loss and DKK 22,460,685.20 was transferred to a special reserve. In this connection it was proposed that the Board of Directors is to be authorized to use the special reserve to cover any future losses and other unforeseen expenses/matters.

The following documents had been made available to the shareholders in accordance with the Danish Companies Act section 185, cf. section 156, cf. section 99:

• (i) The latest approved annual report of the Company,
• (ii) a report by the Company's Board of Directors including information on events of major importance to the Company's position that have occurred after the presentation of the annual report, unless such information may be detrimental to the Company due to special circumstances, and
• (iii) a declaration by the Company's auditor about the report by the Board of Directors.

In connection to the capital reduction carried out by transfer to a special reserve, creditors of the Company must be requested to file their claims against the Company within a time-limit of four (4) weeks. The Chairman stated that the proposal entailed that the waiting period of 4 weeks relates to both methods of capital reduction.

The proposal is contingent upon the two other proposals under this item 3 being approved and executed.

The proposal to reduce the Company's share capital from nominally DKK 56,825,856.50 with nominally DKK 45,460,685.20 to nominally DKK 11,365,171.30 by cover of the Company's loss (DKK 23,000,000) and transfer to a special reserve (DKK 22,460,685.20), including authorization to the Board of Directors to use the special reserve to cover any future losses and other unforeseen expenses/matters, was approved by the general meeting on the terms presented.

The capital reduction will be completed to the effect that all shareholdings in the Company are reduced proportionally.

Thirdly, it was proposed that the nominal value of the shares in the Company was increased from DKK 0.10 to DKK 0.50. The Board of Directors stated that a reverse split of the Company's shares shall be carried out in the ratio of 5:1 whereby 5 existing shares, each having a nominal value of DKK 0.10, shall be consolidated into one share with a nominal value of DKK 0.50.

The proposal is contingent upon the two other proposals under this item 3 being approved and executed.

The detailed timing for carrying out the reverse split shall be determined by the Board of Directors, however no later than 1 December 2017.

The proposal to increase the nominal value of the shares in the Company from DKK 0.10 to DKK 0.50 was adopted by the general meeting. In this regard the share capital will be rounded off to nominal DKK 11,365,171.

Shareholders whom, at implementation of the time of the execution of the reverse split do not own a number of shares that can be divided by 5, will be rounded upwards to the nearest whole share free of charge, so that they have a number of shares dividable with 5, by way of transfer of shares from Aula Holding ApS, CVR no. 25 78 27 55.

Finally, it was proposed to amend the Company's articles of association clause 2.1 to reflect the adopted proposals, provided these are executed, as follows:

"The share capital is nominal DKK 11,365,171 divided into shares of DKK 0.50 each or multiples thereof. The share capital is fully paid up."

The proposal was adopted by the general meeting.

Item 4. Authorization to the Board of Directors to issue warrants of nominally DKK 6,000,000 (clause 2.2 of the articles of association) and amendment of the Company's policy on incentive pay

It was proposed to increase the Board of Directors' authorization to issue warrants with the right to subscribe for shares in the Company from 10,000,000 shares of DKK 0.50 equal to a total nominal amount of DKK 5,000,000 to 12,000,000 shares of DKK 0.50 equal to a total nominal amount of DKK 6,000,000.

In section 2.2, the first paragraph was proposed replaced with the following:

"Until 6 February 2020, the Board of Directors is authorized, in one round or more, to issue warrants giving the right to subscribe up to 12,000,000 shares of DKK 0.50 in the Company by cash payment corresponding to a nominal amount of DKK 6,000,000 and subsequently, in one round or more, to increase the Company's share capital without preferential rights for the Company's existing shareholders in connection with the issue of new shares to the Board of Directors (only at market value), the executive board and the employees (in the Company or the Company's subsidiaries) as determined by the Board of Directors."

It was further proposed to delete concrete goals of economic or equivalent nature as a condition for the exercise of warrants in order to attract employees focusing on business as an entirety in stead of individual goals. Consequently, the fourth paragraph of article 2.2 of the Company's articles of association was proposed deleted.

Finally, it was proposed to amend the Company's policy on incentive pay accordingly and it was also proposed to let such amendment be reflected in article 6.9 of the Company's articles of association, as specified in the draft versions made available to the shareholders prior to the extraordinary general meeting).

The proposal to increase the Board of Directors' authorization to issue warrants with the right to subscribe for shares in the Company to 12,000,000 shares of DKK 0.50 equal to a total nominal amount of DKK 6,000,000, and to make such further changes to the company's articles of association and the Company's policy on incentive pay, as proposed was adopted by the general meeting.

Item 5-8. Authorization to the Board of Directors to increase the share capital with nominally DKK 10,000,000 (clause 2.4-2.7 of the articles of association)

Due to the nature of items 5 through 8 on the agenda, the Chairman proposed to transact the items together. The general meeting approved.

It was proposed to extend the authorizations of the Board of Directors as mentioned in the articles of association clauses 2.4, 2.5, 2.6 and 2.7.

Generally it was proposed to extend the authorization of the Board of Directors until 6 February 2020 to increase the share capital of the Company with nominal DKK 10,000,000 (i.e. an increase of the remaining authorization with nominal DKK 9,325,856) with or without preferential rights for existing shareholders as detailed below.

The proposals were in their entirety reflected in the amended articles of association made available to the shareholders prior to the general meeting. It was specifically proposed;

(i). In section 2.4, the first paragraph is replaced with the following paragraph:

"Until 6 February 2020, the Board of Directors is authorized, with preferential right for the existing shareholders of the Company, to increase the Company's share capital one or more times by up to a total nominal amount of DKK 10,000,000 by cash payment. The capital increase can take place below market price."

(ii). In section 2.5, the first paragraph is replaced with the following:

"Until 6 February 2020, the Board of Directors is authorized, without preferential right for the existing shareholders of the Company, to increase the Company's share capital one or more times by up to a total nominal amount of DKK 10,000,000 by cash as well as non-cash payment, or by conversion of debt. The capital increase shall take place at market price."

(iii). Section 2.6, the first paragraph is replaced with the following:

Until 6 February 2020, the Board of Directors is authorized, with preferential right for the existing

shareholders of the Company, to increase the Company's share capital one or more times by up to a total nominal amount of DKK 10,000,000 by conversion of the Company's reserves into share capital by the issue of bonus shares (in Danish: fondsforhøjelse). The capital increase shall take place at market price.

(iv). Section 2.7 is in its entirety replaced with the following:

"The combined total share capital increase, performed pursuant to the given authorizations in provisions 2.3, 2.4, 2.5 and 2.6, cannot exceed nominal DKK 10,000,000."

The Chairman took items 5-8 to a vote. The proposals to extend the authorization of the Board of Directors until 6 February 2020 to increase the share capital of the Company with nominal DKK 10,000,000, as further detailed above, were adopted by the general meeting.

There were no other items to be transacted.

As there were no further comments, the Chairman thanked the general meeting for a pleasant meeting and hereafter the general meeting was adjourned.

Oslo, ____ October 2017

As chairman of the meeting:

Henrik Nielsen

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