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5th Planet Games A/S AGM Information 2018

Nov 20, 2018

8162_rns_2018-11-20_a7a0b49d-1c95-44b4-a930-c33d70984f82.pdf

AGM Information

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HUGO GAMES A/S

MINUTES OF THE EXTRAORDINARY GENERAL MEETING

HELD ON 20 NOVEMBER 2018

Extraordinary general meeting

Year 2018, on 20 November 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 Gothersgade 11, 1123, Copenhagen, Denmark.

The agenda was as follows:

    1. Change of the Company's name from "Hugo Games A/S" to "5th Planet Games A/S".
    1. Authorization to the Board of Directors to reuse or reissue cancelled warrants (clause 2.2 of the articles of association).
    1. Amendment of the authorization to the Board of Directors to issue warrants (clause 2.2 of the articles of association) by amending the group of targeted persons.

The board of directors had, in accordance with the Company's articles of association provision 5.10, elected CFO Anders Søgaard 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 26.9% of the Company's share capital was present, in person or by proxy.

Hereafter the Chairman continued according to the announced agenda.

Item 1. Change of the Company's name from "Hugo Games A/S" to "5th Planet Games A/S"

The Chairman stated that the Board of Directors had proposed to grant the Board of Directors the authorization to conduct a name change from "Hugo Games A/S" to "5th Planet Games A/S" utilizing the acquired rights for "5th Planet Games" following the asset purchase conducted on September 30th.

CEO, Henrik Nielsen, went on to explain the rationale behind the name change.

Following a vote, the Chairman stated that the authorization to conduct the name change was unanimously approved by the general meeting.

Item 2. Authorization to the Board of Directors to reuse or reissue cancelled warrants (clause 2.2 of the articles of association)

The Chairman stated that the Board of Directors had proposed to amend section 2.2 in the Company's Articles of Association with an authorization to the Board of Directors to reuse or reissue warrants which for whatever reason have been cancelled.

CEO, Henrik Nielsen, went on to explain the rationale behind the name change.

In section 2.2, it was therefore proposed to add new paragraph:

"The Board of Directors can under due consideration of the Danish Companies Act reuse or reissue potentially cancelled, unused warrants, on the condition that the reuse or reissue is done within the terms and time limits of the abovementioned authorization. By reuse is meant the opportunity for the Board of Directors to let another party enter into an existing warrant agreement. By reissue is meant the opportunity for the Board of Directors within the same authorization to reissue new warrants if those already issued are lapsed or cancelled. The right under this paragraph to reuse or reissue cancelled warrants shall apply to the authorization in its entirety, i.e. regardless of when and how the warrants were cancelled."

Following a vote, the Chairman stated that the amendment to the articles of associations was unanimously approved by the general meeting.

Item 3. Amendment of the authorization to the Board of Directors to issue warrants (clause 2.2 of the articles of association) by amending the group of targeted persons.

The Chairman stated that the Board of Directors had proposed to amend the group of targeted persons to include persons or companies not covered by the "the Board of Directors, the executive board and the employees (in the Company or the Company's subsidiaries) as determined by the Board of Directors" who are actively and directly participating in or a party to one of the following activities: acquisitions, divestments and/or share capital increases.

CEO, Henrik Nielsen, went on to explain the rationale behind the name change.

In section 2.2, the first paragraph it was therefore proposed to be 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 nominal DKK 0.50 each 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, the employees (in the Company or the Company's subsidiaries) and individuals or companies actively participating in, including as an advisor to the Company, or a party to one of the following activities: acquisitions, divestments, and/or share capital increases, as determined by the Board of Directors from time to time when deemed in the interest of the."

Following a vote, the Chairman stated that the amendment to the articles of associations was unanimously approved 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.

Copenhagen, 20 November 2018

As chairman of the meeting:

_______________________

Anders Søgaard