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5th Planet Games A/S AGM Information 2017

Oct 4, 2017

8162_rns_2017-10-04_3ae37d88-820c-4368-98e2-17b3efd9eb12.pdf

AGM Information

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Copenhagen, Denmark – 4 October 2017

Hugo Games A/S – Notice convening Extraordinary General Meeting

In accordance with Hugo Games A/S', business registration no. 33 59 71 42 (the "Company") articles of association Section 5, the Board of Directors hereby gives notice of an extraordinary general meeting in the Company to be held on

30 October 2017 at 2.00 p.m.

at Haakon VIIs gate 9, 0161, Oslo, Norway, with the following agenda:

    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).

Item 1. Election of member to the Board of Directors

Henrik Nielsen has resigned as member of the Board of Directors as he has taken office as CEO of the Company.

The Board of Directors proposes election of the following board member to the Company's Board of Directors:

• Henrik Jørgen Skouboe Kølle

Proposed new member Henrik Jørgen Skouboe Kølle is former CEO of the Company and thus, has great experience in the gaming industry. The Board of Directors proposes election of Henrik Jørgen Skouboe Kølle as member to the Company's Board of Directors to maintain his experience and knowledge within the Company.

Henrik Jørgen Skouboe Kølle is member of the board of directors of:

Aula Holding IV ApS Tandlægen.dk - Holding A/S DENTALTEAMET HOLDING A/S

Henrik Jørgen Skouboe Kølle is member of the management board of:

Aula Holding IV ApS AULA HOLDING II ApS Aula Holding V ApS 4 TIME POWER ApS Aula Invest ApS AULA HOLDING ApS

Item 2. Board of Directors to consist of 3-7 members

The Board of Directors proposes that the Board of Directors shall consist of 3-7 members instead of the current 3-5 members. Increase in number of possible members to the Board of Directors will enable election of additional members without a member having to resign.

Section 6.1 in the articles of association is replaced with the following:

"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."

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 proposes to restructure the share capital of the Company as a consequence of the official share price of the Company's shares being close or equal to the nominal value of the shares, thereby preventing the Company from future capital increases at this level.

Hence, it is proposed to (i) reduce the nominal value of the shares in the Company, followed by (ii) reduction of the share capital of the Company, and thereafter to, (iii) increase the nominal value of the shares in the Company. The proposals under item 3 are dependent on all other proposals under item 3 being adopted and carried through.

The Company has a current loss of approximately DKK 23,000,000.

The Board of Directors proposes that as a first step the nominal value of the shares in the Company is reduced from DKK 0.50 to DKK 0.10.

The Board of Directors proposes that as a second step the share capital of the Company is reduced from nominally DKK 56,825,856.50 with nominally DKK 45,460,685.20 to nominally DKK 11,365,171.30.

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

The following documents are enclosed this notice 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.

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

In connection with the capital reduction, the creditors of the Company must be requested to file their claims against the Company within a time-limit of four (4) weeks. After expiry of the creditors' time-limit for filing of claims, the capital reduction can be completed. As the proposals are dependent it is proposed that the waiting period of 4 weeks relates to both methods of capital reduction.

The Board of Directors proposes that as a third step the nominal value of the shares in the Company is increased from DKK 0.10 to DKK 0.50. In this regard the share capital will be rounded off to nominal DKK 11,365,171. 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 0.1, shall be consolidated into one share with a nominal value of DKK 0.50.

Shareholders that, at implementation of the reverse split do not own a number of shares that can be divided on 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.

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

Provided that the proposals are adopted and that the capital reduction is carried through, the wording of clause 2.1 of the Company's articles of association will be amended to read:

"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."

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)

It is 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 (provided that the proposal set forth under item 2 is approved) equal to a total nominal amount of DKK 6,000,000.

In section 2.2, the first paragraph is 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."

The reason for the proposal to increase the Board of Director's authorization to issue warrants is to create means to attract and retain competent employees.

It is 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 is deleted. Further, it is proposed to amend the Company's policy on incentive pay accordingly (attached in draft version) and it is also proposed to reflect such amendment in article 6.9 of the Company's articles of association.

Background - item 5 to 8:

The Board of Directors is authorized to increase the share capital of the Company with up to nominal DKK 45,000,000 (at one or more times). The authorizations have as of today been used with nominal DKK 44,325,856. Accordingly, nominal DKK 674,144 of the authorization is unused. It is 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.

The extension of the authorizations will make it easier for the management of the Company to operate hereby ensuring sufficient cash for potential acquisitions and game development.

Generally it is 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 proposal includes an amendment of the Company's current articles of association as described below.

Item 5. 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)

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."

Item 6. 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)

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."

Item 7. 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)

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

Item 8. Total authorization to increase the share capital with nominally DKK 10,000,000 (clause 2.7 of the articles of association)

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."

Decision requirements

In order to pass the proposals on the agenda the following majorities will be necessary:

Item 1 must be passed by a simple majority.

Items 2 - 8 must be passed by at least 2/3 of the votes cast as well as at least 2/3 of the share capital represented at the general meeting.

Size of the share capital and the voting rights of the shareholders

In accordance with the Danish Companies Act it is disclosed that the share capital of the Company is nominally DKK 56,825,856.50 divided into 113,651,713 shares of DKK 0.50. Each share of nominal DKK 0.50 shall grant the holder 1 vote at the general meeting. The share capital is subject to the changes set out under item 2 above.

Attendance and casting of votes at the general meeting

In order for a shareholder to be able to participate and vote at the general meeting, the shareholder must comply with the following:

A shareholder's right to attend the general meeting and to vote on their shares is determined on the basis of the shares held by the shareholder at the date of registration.

The date of registration is Monday 23 October 2017.

Only someone who at the date of registration is a shareholder in the Company will have the right to attend the annual general meeting and vote on their shares.

Any sale or purchase taking place from the date of registration and until the date of the annual general meeting shall not affect the voting rights of the general meeting or the voting rights received by postal vote.

In order to attend the annual general meeting a shareholder must no later than Thursday 26 October 2017, 11.59 p.m., give notice to the Company and document shareholding as per date of registration by use of the Company's online Investor Relations portal http://hugogames.com/investors/ by email [email protected] or any other means of communication.

All shareholders are entitled to attend the annual general meeting by proxy.

The proxy must produce a written and dated instrument of proxy. An electronic proxy form is available at the Company's website http://hugogames.com/investors/corporate-governance/general-meeting/. Signed proxies can be send to Hugo Games A/S, Flæsketorvet 68, 1711 Copenhagen V, att.: Peter Ekman, or email: [email protected].

A shareholder can also choose to make use of postal vote instead of attending the annual general meeting in person.

The Company has made available an electronic postal vote form at the Company's website http://hugogames.com/investors/. Signed postal votes can be sent to Hugo Games A/S, Flæsketorvet 68, 1711 Copenhagen V, att.: Peter Ekman, or email: [email protected].

Any signed postal vote must be received by Hugo Games A/S no later than Thursday 26 October 2017, 11.59 p.m., and the Company request that signed proxies are likewise received by Hugo Games A/S no later than Thursday 26 October 2017, 11.59 p.m.

A postal vote send to Hugo Games A/S cannot be revoked.

Additional information concerning the general meeting

The agenda and the main contents of the proposed resolutions are specified in this notice.

Further information concerning the annual general meeting, including the electronic proxy and postal voting forms, can be found at the Company's website http://hugogames.com/investors/corporategovernance/general-meeting/.

This notice has been published by use of the Company's website www.hugogames.com, Oslo Børs as well as forwarded by electronic communication to the shareholders who has so requested.

Questions from shareholders

Shareholders are free to submit questions to the agenda of the annual general meeting as well as to the additional material.

Such questions can be submitted by written inquiry to Peter Ekman, email: [email protected].