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5th Planet Games A/S — AGM Information 2019
May 1, 2019
8162_rns_2019-05-01_1a3039d0-61c5-4564-ac68-2f2e7793b6d9.pdf
AGM Information
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5TH PLANET GAMES A/S
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON 30 APRIL 2019
Annual general meeting
On 30 April 2019, at 2.00 p.m., the annual general meeting in 5th Planet Games A/S, CVR-no. 33 59 71 42, was held at Gothersgade 11, 1123, Copenhagen C, Denmark.
The agenda was as follows:
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- The Board of Directors' report on the Company's activities in the past year.
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- Presentation and adoption of the audited annual report, including the determination of the remuneration for the Board of Directors.
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- Discharge from liability of the Board of Directors and the Executive Management.
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- Distribution of profit or loss as recorded in the adopted annual report.
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- Election of members to the Board of Directors.
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- Appointment of auditor.
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- Any proposals from the Board of Directors or shareholders:
- a. None received
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- Any other business.
The board of directors had, in accordance with the company's articles of association provision 5.10, elected CFO Anders Egholt 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 20.2% of the company's share capital was present, in person or by proxy.
The Chairman stated that the current share capital of the Company was at the time of the general meeting nominal DKK 21,762,285.50 divided into 43,524,571 shares of DKK 0.50.
Hereafter the Chairman continued according to the announced agenda.
Item 1. The Board of Directors' report on the Company's activities in the past year
CEO Henrik Nielsen presented the Board of Director's report on the Company's activities in the past year as described in the Company's Annual Report.
The general meeting acknowledged the Board of Director's report.
Item 2. Presentation and adoption of the audited annual report, including the determination of the remuneration for the Board of Directors
The Board of Directors proposed to adopt the audited annual report as presented to the shareholders prior to the annual general meeting.
The Board of Directors proposed that the members of the Board of Directors for the year 2019 shall receive a fixed remuneration of DKK 15,000. Furthermore, it is proposed, that the Board of Directors in the future may be granted warrants, on similar levels as previous years, exercisable at market value in the Company in combination with the above-mentioned fixed remuneration.
The annual report, including the proposed remuneration for the Board of Directors, was adopted by the general meeting by all votes present.
Item 3. Discharge from liability of the Board of Directors and the Executive Management
It was proposed to discharge the Board of Directors and the Executive Management from liability in respect of the preparation of and the information in the annual report.
The Chairman stated that the members of the Board of Directors as wells as members of the Executive Management whom are also shareholders of the Company, due to conflict of interest, were not able to vote on the matter.
The proposal to discharge the Board of Directors and the Executive Management from liability was adopted by the general meeting by all other votes present.
Item 4. Distribution of profit or loss as recorded in the adopted annual report
The Board of Directors proposed to the Annual General Meeting that no dividend be declared in respect of the 2018 financial year.
The Board of Directors proposed to the shareholders that the Reserve for Capital Reduction of DKK 22.461k and the loss for the year of DKK 35.983k, net DKK -13.522k to be transferred to retained earnings.
The proposal not to declare dividend was approved by the general meeting by all votes present.
The proposal that the Reserve for Capital Reduction of DKK 22.461k and the loss for the year of DKK 35.983k, net DKK -13.522k to be transferred to retained earnings was approved by the general meeting by all votes present.
Item 5. Election of members to the Board of Directors
The Board of Directors proposed the reelection of Caspar Rose, Kevin Terkelsen and Jesper Theill Eriksen to the Company's Board of Directors.
The Chairman stated that no other candidates had been proposed.
The Chairman continued with the election of the members to the Board of Directors and following a vote stated
that the candidates were elected by the general meeting by all votes present.
Item 6. Appointment of auditor
The Board of Directors proposed reelection of the Company's auditor GRANT THORNTON, statsautoriseret revisionspartnerselskab.
The proposal was adopted by the general meeting by all votes.
Item 7. Any proposals from the Board of Directors or shareholders
The Chairman stated that no proposals had been received
Item 8. Any other business
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, 30 April 2019
As chairman of the meeting:
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Anders Egholt Søgaard