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5th Planet Games A/S — AGM Information 2019
Nov 27, 2019
8162_rns_2019-11-27_b2521696-b205-4079-a5e5-760b2816ae7c.pdf
AGM Information
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5TH PLANET GAMES A/S
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
HELD ON 27 NOVEMBER 2019
Extraordinary general meeting
Year 2019, on 27 November at 02.00 p.m., an extraordinary general meeting in 5th Planet Games A/S (the "Company"), CVR-no. 33 59 71 42, was held at Gothersgade 11, 1123, Copenhagen, Denmark.
The agenda was as follows:
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- Election of member to the Board of Directors.
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- Amendment of nominal value of the shares in the Company and capital reduction by way of covering of loss.
The board of directors had, in accordance with the Company's articles of association provision 5.10, elected CAO Peter Ekman 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 33.6% 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 Jesper Theill Eriksen and Kevin Terkelsen had resigned as member of the Board of Directors.
The Board of Directors proposed election of Henrik Nielsen and Peter Ekman as new board members.
Following a vote, the Chairman stated that of Henrik Nielsen and Peter Ekman was elected board member by the general meeting.
Item 2. Amendment of nominal value of the shares in the Company and capital reduction by way of covering of loss.
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.
Firstly, it was proposed to reduce the nominal value per share from DKK 0.50 to DKK 0.05.
Secondly, it was proposed to reduce the Company's share capital from nominally DKK 25,528,601.00 with nominally DKK 22,975.740.90 to nominally DKK 2,552,860,10.
The capital reduction was proposed effected at a price of 100 to the effect that DKK 22,975,740.90 was used to cover the Company's loss.
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.
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 2,552,860.10 divided into shares of DKK 0.05 each or multiples thereof. The share capital is fully paid up."
The proposal was 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.
Copenhagen, 27 November 2019
As chairman of the meeting:
Peter Ekman
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