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5th Planet Games A/S — AGM Information 2018
Oct 29, 2018
8162_rns_2018-10-29_e74d7722-c0d7-46b3-a86e-7d1de6390253.pdf
AGM Information
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Copenhagen, Denmark – 29 October 2018
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
20 November 2018 at 2.00 p.m.
at the Company's offices at Gothersgade 11, 1123 Copenhagen, Denmark, with the following agenda:
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- Change of the Company's name from "Hugo Games A/S" to "5th Planet Games A/S".
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- Authorization to the Board of Directors to reuse or reissue cancelled warrants (clause 2.2 of the articles of association).
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- 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.
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- Any other business.
Item 1. Change of the Company's name from "Hugo Games A/S" to "5 th Planet Games A/S"
It is 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 . Hugo Games A/S will be registered as second name to the company.
The rationale behind a name change to "5th Planet Games A/S" is that the current company name was based on the old gaming and television character Hugo the Troll, and even though he is still used in games, the Company has gone a long way since then. Today the troll is just one of many characters and well-known faces, that make up the product portfolio.
In addition, another very important rationale behind the name change is that 5th Planet Games is already a strong and well-known brand on the two of the most important markets today, China and The United States.
Item 2. Authorization to the Board of Directors to reuse or reissue cancelled warrants (clause 2.2 of the articles of association)
It is 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.
In section 2.2, a new paragraph will be added:
"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."
The rationale behind granting the Board of Directors the authorization to reuse or reissue cancelled warrants, e.g. upon a warrant holder's termination of employment or resignation, is to ensure that the Board of Directors has an adequate warrant pool available to attract new talent.
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
It is 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.
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 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."
The rationale behind the proposal, to amend the group of targeted persons, is to ensure that the Board of Directors have the necessary means to create attractive incentive models for individuals and/or companies supporting Hugo Games A/S during acquisitions, divestments and/or share capital increase activities to create alignment of interests.
Decision requirements
In order to pass the proposals on the agenda the following majorities will be necessary:
Items 1 - 2 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.
Items 3 must be passed by at least 9/10 of the votes cast as well as at least 9/10 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 nominal DKK 21,762,285.50 divided into 43,524,571 shares of DKK 0.50. Each share of nominal DKK 0.50 shall grant the holder 1 vote at the general meeting.
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 Tuesday 13th November 2018.
Only someone who at the date of registration is a shareholder in the Company will have the right to attend the extraordinary general meeting and vote on their shares.
Any sale or purchase taking place from the date of registration and until the date of the extraordinary 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 extraordinary general meeting a shareholder must no later than Wednesday 14 th November 2018, 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 https://www.hugogames.com/investors/financial-calender/ by email [email protected] or any other means of communication.
All shareholders are entitled to attend the extraordinary 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 https://www.hugogames.com/investors/financial-calender/. Signed proxies can be send to Hugo Games A/S, Gothersgade 11, 1123 Copenhagen C, att.: Anders Egholt Søgaard, or email: [email protected].
A shareholder can also choose to make use of postal vote instead of attending the extraordinary general meeting in person.
The Company has made available an electronic postal vote form at the Company's website https://www.hugogames.com/investors/financial-calender/. Signed postal votes can be sent to Hugo Games A/S, Gothersgade 11, 1123 Copenhagen C, att.: Anders Egholt Søgaard, or email: [email protected]
Any signed postal vote must be received by Hugo Games A/S no later than Wednesday 14 th November 2018, 11.59 p.m., and the Company requests that signed proxies are likewise received by Hugo Games A/S no later than Wednesday 14 th November 2018, 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 Extraordinary General Meeting, including the electronic proxy and postal voting forms, can be found at the Company's website https://www.hugogames.com/investors/financial-calender/.
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 extraordinary general meeting as well as to the additional material.
Such questions can be submitted by written inquiry to Anders Søgaard, email: [email protected]