5th Planet Games A/S — AGM Information 2020

Jun 11, 2020

Announcement no. 28/2020 Copenhagen, 11 June 2020

5th Planet Games A/S – Notice convening Annual General Meeting

COPENHAGEN, June 11, 2020: In accordance with 5th Planet Games A/S' (OAX: FIVEPG), business registration no. 33 59 71 42 (the "Company") articles of association Section 5, the Board of Directors hereby gives notice of the annual general meeting in the Company to be held on

Friday, July 3rd, 2020 at 9.00 a.m.

at Gothersgade 11, 1123, Copenhagen C, Denmark, with the following agenda:

• 1. The Board of Directors' report on the Company's activities in the past year.
• 1. Presentation and adoption of the audited annual report, including the determination of the remuneration for the Board of Directors.
• 1. Discharge from liability of the Board of Directors and the Executive Management.
• 1. Distribution of profit or loss as recorded in the adopted annual report.
• 1. Election of members to the Board of Directors.
• 1. Appointment of auditor.
• 1. Any proposals from the Board of Directors or shareholders:

Proposals from the Board of Directors:

1. Proposal to grant the Board of Directors a new authorization 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 with preferential right for the existing shareholders of the Company. The capital increase can take place below market price. (New section 2.9 of the articles of association).

2. Any other business.

Item 1. The Board of Directors' report on the Company's activities in the past year.

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 proposes to adopt the audited annual report as presented to the shareholders prior to the annual general meeting.

The Board of Directors proposes that the members of the Board of Directors for the year 2020 shall receive a fixed remuneration of DKK 30,000. 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.

Item 4. Distribution of profit or loss as recorded in the adopted annual report

The Board of Directors recommends to the Annual General Meeting that no dividend be declared in respect of the 2019 financial year.

The Board of Directors recommends to the shareholders year loss of DKK 32,223k to be transferred to retained earnings.

Item 5. Election of members to the Board of Directors

The Board of Directors proposes the re-election of the following board members to the Company's Board of Directors:

• Caspar Rose
• Henrik Nielsen
• Peter Ekman

Directorships and board positions of the proposed board members to the Company's Board of Directors:

Caspar Rose	Henrik Nielsen	Peter Ekman
Directorships:	Directorships:	Directorships:
n/a	CEO 5th Planet Games A/S	CAO 5th Planet Games A/S
Member of the boards of: GF-Storkøbenhavn	Member of the boards of: HNI Trading ApS NIL Technology ApS	Member of the boards of: Intoy A/S Deca A/S
Independent:	Independent:	Independent:
Yes	No	No

Item 6. Appointment of auditor

The Board of Directors proposes reelection of the Company's auditor GRANT THORNTON, statsautoriseret revisionspartnerselskab.

Item 7. Proposal to grant the Board of Directors a new authorization 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 with preferential right for the existing shareholders of the Company. The capital increase can take place below market price. (New section 2.9 of the articles of association).

It is proposed to grant the Board of Directors a new authorization to increase the share capital with up a total nominal amount of up to DKK 10,000,000 with preferential right for existing shareholders of the Company.

Specifically, it is proposed to grant the authorization on the terms below in a new section 2.9 in the articles of association:

"2.9 Until 1st June 2025, 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. The capital increase can take place below the market price.

New shares issued pursuant to this authorization shall be issued in the name of the holder, shall be recorded in the name of the holder in the Company's register of shareholders, shall be negotiable documents and shall in every respect carry the same rights and share class as the existing shares. The shares cannot be partially paid up.

The shares shall be allocated in accordance with the following principles:

(i) Allocation of offer shares to subscribers will be made in accordance with granted and acquired subscription rights which have been validly exercised during the subscription period. Each subscription right will give the right to subscribe for and be allocated one offer share in the share issue.

(ii) Offer shares not allocated pursuant to criteria (i) above will be allocated to subscribers who are underwriters and who have oversubscribed and subscribed without use of subscription rights. Allocation will be on a pro-rata basis based on the relevant underwriting amount.

(iii) Offer shares not allocated pursuant to criteria (i) and (ii) above will be allocated to subscribers having exercised their subscription rights and who have over-subscribed on a pro rata based basis on the number of subscription rights exercised by each such subscriber. To the extent that pro rata allocation is not possible, the Company will determine the allocation by the drawing of lots.

(iv) Offer shares not allocated pursuant to (i), (ii) and (iii) above will be allocated to subscribers not holding subscription rights. Allocation will be sought made on a pro rata basis based on the relevant subscription amounts.

(v) Offer shares not allocated pursuant to (i), (ii), (iii) and (iv) above will be subscribed by, and allocated to, the participants in the underwriting syndicate unless the underwriters have satisfied their underwriting commitments by subscribing offer shares in the subscription period, based on, and in accordance with, their respective underwriting obligation.

The Board of Directors is authorized to lay down the terms and conditions for capital increase pursuant to the above authorization and to make any such amendments in the Company's Articles of Association as may be required as a result of the Board of Directors' exercise of the said authorization."

The rationale behind the proposal is to ensure that the company has sufficient capital to pay back the current outstanding convertible loan w/interest to Formue Nord A/S as well as working capital for development and marketing of the current fame pipeline, as well as expending on the furture game portfolio and execute on its strategy.

Item 8. Any other business.

Decision requirements

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

Items 2 – 6 on the agenda must be passed by a simple majority. Members of the Board of Directors and the Executive Management cannot vote on item 3 of the agenda.

Items 7 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 nominal DKK 3,065,910.50 divided into 61,318,210 shares of DKK 0.05. Each share of nominal DKK 0.05 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 24th June 2020.

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 26th June 2020, 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.5thplanetgames.com/investors/financial-calender/ by email ir@5thplanetgames.com 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 https://www.5thplanetgames.com/investors/financial-calender/. Signed proxies can be sent to 5th Planet Games A/S, Gothersgade 11, 1123 Copenhagen C, att.: Peter Ekman, or email: ir@5thplanetgames.com.

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 https://www.5thplanetgames.com/investors/financial-calender/. Signed postal votes can be sent to 5th Planet Games A/S, Gothersgade 11, 1123 Copenhagen C, att.: Peter Ekman, or email: ir@5thplanetgames.com

Any signed postal vote must be received by 5th Planet Games A/S no later than 26th June 2020, 11.59 p.m., and the Company requests that signed proxies are likewise received by 5th Planet A/S no later than 26th June 2020, 11.59 p.m.

A postal vote sent to 5th Planet 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.

The audited annual report is available at the Company's website: https://www.5thplanetgames.com/investors/financial-calender/

Further information concerning the annual general meeting, including the electronic proxy and postal voting forms, can be found at the Company's website https://www.5thplanetgames.com/investors/financial-calender/ .

This notice has been published by use of the Company's website www.5thplanetgames.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: ir@5thplanetgames.com

About 5th Planet Games: About 5th Planet Games: 5th Planet Games is a mobile games developer and publisher located in Copenhagen and Berlin. We cooperate with strong IP´s as the Adventures of Tintin and premium sports brands as Cristiano Ronaldo and Nyjah Huston. We are proud to expand the world of the Vikings TV series, the legendary game Doodle Jump and our own IP Hugo. For more information, see www.5thplanetgames.com or contact CEO Henrik Nielsen +45 27 200 200.