5th Planet Games A/S — AGM Information 2021

Aug 12, 2021

SCHEDULE 1 – FULL WORDING OF THE PROPALS IN RELATION TO THE AGENDA ON 5TH PLANET GAMES A/S' EGM TO BE HELD ON 7 SEPTEMBER 2021

RE 1. PROPOSAL TO INCREASE THE CAPITAL BY A DIRECTED ISSUE OF SHARES (TRANCHE 1)

The proposed capital increase shall be subscribed at a price of NOK 0.60968 per share of nominally DKK 0.05. In the official filing with Danish Business Authorities, the subscription price in DKK will be determined on the basis of the Danish central bank's (Danmarks Nationalbank) exchange rate as of the day before the subscription date.

The proposal for an increase of the share capital is subject to the following terms:

That	the amount by which the share capital may be increased shall be DKK 1,083,888.25 (corre sponding to 21,677,765 shares each of nominally DKK 0.05);
that	the shares cannot be paid in part payment;
that	that the nominal value of the shares shall be DKK 0.05 or multiples hereof;
that	the new shares carry the right to dividends and other rights from the time when the capital increase is registered with the Danish Business Agency;
that	the costs to be borne by the Company in connection with the capital increase are estimated to amount to DKK 55,000 ex. VAT;
that	the capital increase shall be a directed capital increase in favour of Skybound Game Studios Inc. without pre-emptive right of subscription for the Company's shareholders;
that	that the subscription takes place on a separate subscription list;
that	the subscription period of the shares commences 7 September 2021 2021 at 09:00 hours (CEST) and the subscription period ends 10 November 2021 at 16:30 hours (CEST);

that the cash payment will be contributed no later than on the last day of the subscription period;

• that the new shares shall be in the same share class as the existing shares;
• that there are no restrictions on the transferability of the new shares;
• that the shares are negotiable instruments; and
• that the shares shall be issued in the name of the holder and shall be recorded in the Company's register of shareholders.

The proposal will have to adopted by at least 9/10 of the votes cast and of the voting share capital represented at the meeting.

If the proposal is adopted article 2.1 of the articles of association will be amended to reflect the increased share capital in accordance with this resolution see section 9 below and Schedule 3.

RE 2. PROPOSAL TO INCREASE THE CAPITAL BY A DIRECTED ISSUE OF SHARES (TRANCHE 2)

The proposed capital increase shall be subscribed at a price of NOK 0.60968 per share of nominally DKK 0.05. In the official filing with Danish Business Authorities, the subscription price in DKK will be determined on the basis of the Danish central bank's (Danmarks Nationalbank) exchange rate as of the day before the subscription date.

The proposal for an increase of the share capital is subject to the following terms:

• That the amount by which the share capital may be increased shall be DKK 1,806,480.40 (corresponding to 36,129,608 shares each of nominally DKK 0.05);
• that the shares cannot be paid in part payment;
• that that the nominal value of the shares shall be DKK 0.05 or multiples hereof;
• that the new shares carry the right to dividends and other rights from the time when the capital increase is registered with the Danish Business Agency;
• that the costs to be borne by the Company in connection with the capital increase are estimated to amount to DKK 55,000 ex. VAT;
• that the capital increase shall be a directed capital increase in favour of Skybound Game Studios Inc. without pre-emptive right of subscription for the Company's shareholders;

• that that the subscription takes place on a separate subscription list;

• that the subscription period of the shares commences 7 September 2021 at 09:00 hours (CEST) and the subscription period ends 12 May 2022 at 16:30 hours (CEST);

• that the cash payment will be contributed no later than on the last day of the subscription period;
• that the new shares shall be in the same share class as the existing shares;
• that there are no restrictions on the transferability of the new shares;
• that the shares are negotiable instruments; and
• that the shares shall be issued in the name of the holder and shall be recorded in the Company's register of shareholders.

The proposal will have to adopted by at least 9/10 of the votes cast and of the voting share capital represented at the meeting.

If the proposal is adopted article 2.1 of the articles of association will be amended to reflect the increased share capital in accordance with this resolution see section 9 below and Schedule 3.

RE 3. PROPOSAL TO INCREASE THE CAPITAL BY A DIRECTED ISSUE OF SHARES (TRANCHE 3)

The proposed capital increase shall be subscribed at a price of NOK 0.60968 per share of nominally DKK 0.05. In the official filing with Danish Business Authorities, the subscription price in DKK will be determined on the basis of the Danish central bank's (Danmarks Nationalbank) exchange rate as of the day before the subscription date.

The proposal for an increase of the share capital is subject to the following terms:

• That the amount by which the share capital may be increased shall be DKK 2,167,776.50 (corresponding to 43,355,530 shares each of nominally DKK 0.05);
• that the shares cannot be paid in part payment;
• that that the nominal value of the shares shall be DKK 0.05 or multiples hereof;
• that the new shares carry the right to dividends and other rights from the time when the capital increase is registered with the Danish Business Agency;
• that the costs to be borne by the Company in connection with the capital increase are estimated to amount to DKK 55,000 ex. VAT;
• that the capital increase shall be a directed capital increase in favour of Skybound Game Studios Inc. without pre-emptive right of subscription for the Company's shareholders;

that that the subscription takes place on a separate subscription list;

that	the subscription period of the shares commences 7 September 2021 at 09:00 hours (CEST) and
	the subscription period ends 30 August 2022 at 16:30 hours (CEST);

• that the cash payment will be contributed no later than on the last day of the subscription period;
• that the new shares shall be in the same share class as the existing shares;
• that there are no restrictions on the transferability of the new shares;
• that the shares are negotiable instruments; and
• that the shares shall be issued in the name of the holder and shall be recorded in the Company's register of shareholders.

The proposal will have to adopted by at least 9/10 of the votes cast and of the voting share capital represented at the meeting.

If the proposal is adopted article 2.1 of the articles of association will be amended to reflect the increased share capital in accordance with this resolution see section 9 below and Schedule 3.

RE 4. PROPOSAL TO ISSUE CERTAIN WARRANTS (INVESTMETNS WARRANTS)

It is proposed to issue 50,581,452 warrants in favour of Skybound Game Studios Inc., equivalent to nominally DKK 2,529,072.60.

For provisions of the warrant holder's statutory rights in the event of: a capital increase, reduction of the share capital, issue of new warrants, issue of convertible loans or by dissolution including mergers and demergers before the warrant exercise take place, and for terms of exercise, reference is made to appendix 2.3 to the draft of the Company's amended articles of association see clause Fejl! Henvisningskilde ikke fundet..

Each warrant entitles the holder to subscribe for one share of nominally DKK 0.05, at a subscription price of NOK 0.60968 per share. In the official filing with Danish Business Authorities, the subscription price in DKK will be determined on the basis of the Danish central bank's (Danmarks Nationalbank) exchange rate as of the day before the exercise date.

As to the issuance of warrants and the appertaining capital increase see the Danish Companies Act section 167 see section 158, the following shall apply,

• 1. that the amount by which the share capital may be increased is nominally DKK 2,529,072.60,
• 1. that the subscription takes place on a separate subscription list,
• 1. the subscription period of the shares commences 7 September 2021 at 09:00 hours (CEST) and the subscription period ends 10 November 2021 at 16:30 hours (CEST);
• 1. that the amount for the shares shall be paid in no later than 10 business days after the Company has received notice of the exercise of the warrants in question,
• 1. that the shares shall entitle the shareholder to dividends and other rights in the Company from the time of registration of the capital increase with the Danish Business Authority,
• 1. that each warrant entitles the holder to subscribe for one share of nominally DKK 0.05,
• 1. that the Company's estimated costs in connection with the capital increase in relation to the exercise of the issued warrants amount to DKK 55,000 excl. VAT
• 1. that the issue of warrants be at the benefit of Skybound Game Studios Inc. without pre-emptive right for the existing shareholders,
• 1. that there are no restrictions on the transferability of the shares
• 1. that the shares issued by the holder's exercise of warrants shall be negotiable instruments,
• 1. that the shares issued by the holder's exercise of warrants shall be issued in the name of the holder and shall be recorded in the Company's register of shareholders,
• 1. that the shares will be subject to the same additional rights and obligations concerning shares as laid down in the Company's articles of association, and
• 1. that in case of an amendment to the Company's articles of association prior to the exercise of a warrant, any such amended rights and obligations shall apply to the warrant and to all shares subscribed in relation to the exercise of a warrant.

The proposal will have to adopted by at least 9/10 of the votes cast and of the voting share capital represented at the meeting.

If the proposal is adopted the articles of association will be amended in accordance with the enclosed drafts articles of association, see section 9 below and Schedule 3.

RE 5. PROPOSAL TO ISSUE CERTAIN WARRANTS (MILESTONE WARRANTS)

It is proposed to issue 31,103,882 warrants in favour of Skybound Game Studios Inc., equivalent to nominally DKK 1,555,194.10.

For provisions of the warrant holder's statutory rights in the event of: a capital increase, reduction of the share capital, issue of new warrants, issue of convertible loans or by dissolution including mergers and demergers before the warrant exercise take place, and for terms of exercise, reference is made to appendix 2.4 to the draft of the Company's amended articles of association see section 9.

Each warrant entitles the holder to subscribe for one share of nominally DKK 0.05, at a subscription price of NOK 0.90 per share. In the official filing with Danish Business Authorities, the subscription price in DKK will be determined on the basis of the Danish central bank's (Danmarks Nationalbank) exchange rate as of the day before the exercise date.

As to the issuance of warrants and the appertaining capital increase see the Danish Companies Act section 167 see section 158, the following shall apply,

• 1. that the amount by which the share capital may be increased is nominally DKK 1,555,194.10,
• 1. that the subscription takes place on a separate subscription list,
• 1. the subscription period of the shares commences 7 September 2021 at 09:00 hours (CEST) and the subscription period ends 10 November 2021 at 16:30 hours (CEST);
• 1. that the amount for the shares shall be paid in no later than 10 business days after the Company has received notice of the exercise of the warrants in question,
• 1. that the shares shall entitle the shareholder to dividends and other rights in the Company from the time of registration of the capital increase with the Danish Business Authority,
• 1. that each warrant entitles the holder to subscribe for one share of nominally DKK 0.05,
• 1. that the Company's estimated costs in connection with the capital increase in relation to the exercise of the issued warrants amount to DKK 55,000 excl. VAT
• 1. that the issue of warrants be at the benefit of Skybound Game Studios Inc. without pre-emptive right for the existing shareholders,
• 1. that there are no restrictions on the transferability of the shares
• 1. that the shares issued by the holder's exercise of warrants shall be negotiable instruments,
• 1. that the shares issued by the holder's exercise of warrants shall be issued in the name of the holder and shall be recorded in the Company's register of shareholders,
• 1. that the shares will be subject to the same additional rights and obligations concerning shares as laid down in the Company's articles of association, and
• 1. that in case of an amendment to the Company's articles of association prior to the exercise of a warrant, any such amended rights and obligations shall apply to the warrant and to all shares subscribed in relation to the exercise of a warrant.

The proposal will have to adopted by at least 9/10 of the votes cast and of the voting share capital represented at the meeting.

If the proposal is adopted the articles of association will be amended in accordance with the enclosed drafts articles of association, see section 9 below and Schedule 3.

RE 6. PROPOSAL TO ISSUE CERTAIN WARRANTS (INDEMNIFICATION WARRANTS)

It is proposed to issue 2,200,000 warrants in favour of Skybound Game Studios Inc., equivalent to nominally DKK 110,000.

For provisions of the warrant holder'sstatutory rights in the event of: a capital increase, reduction of the share capital, issue of new warrants, issue of convertible loans or by dissolution including mergers and demergers before the warrant exercise take place, and for terms of exercise, reference is made to appendix 2.5 to the draft of the Company's amended articles of association see clause 9.

Each warrant entitles the holder to subscribe for one share of nominally DKK 0.05, at a subscription price of DKK 0,05 per share.

As to the issuance of warrants and the appertaining capital increase see the Danish Companies Act section 167 see section 158, the following shall apply,

• 1. that amount by which the share capital may be increased is nominally DKK 110,000,
• 1. that the subscription takes place on a separate subscription list,
• 1. the subscription period of the shares commences 7 September 2021 at 09:00 hours (CEST) and the subscription period ends 10 November 2021 at 16:30 hours (CEST);
• 1. that the amount for the shares shall be paid in no later than 10 business days after the Company has received notice of the exercise of the warrants in question,
• 1. that the shares shall entitle the shareholder to dividends and other rights in the Company from the time of registration of the capital increase with the Danish Business Authority,
• 1. that each warrant entitles the holder to subscribe for one share of nominally DKK 0.05,
• 1. that the Company's estimated costs in connection with the capital increase in relation to the exercise of the issued warrants amount to DKK 55,000 excl. VAT
• 1. that the issue of warrants be at the benefit of Skybound Game Studios Inc. without pre-emptive right for the existing shareholders,
• 1. that there are no restrictions on the transferability of the shares
• 1. that the shares issued by the holder's exercise of warrants shall be negotiable instruments,
• 1. that the shares issued by the holder's exercise of warrants shall be issued in the name of the holder and shall be recorded in the Company's register of shareholders,
• 1. that the shares will be subject to the same additional rights and obligations concerning shares as laid down in the Company's articles of association, and

• that in case of an amendment to the Company's articles of association prior to the exercise of a warrant, any such amended rights and obligations shall apply to the warrant and to all shares subscribed in relation to the exercise of a warrant.

The proposal will have to adopted by at least 9/10 of the votes cast and of the voting share capital represented at the meeting.

If the proposal is adopted the articles of association will be amended in accordance with the enclosed drafts articles of association, see section 9 below and Schedule 3.

RE 7. PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO ISSUE CETAIN WARRANTS

It is proposed to authorize the board of directors in the Company to one or several occasions to issue up to 22,621,005 warrants, equivalent to maximally nominally DKK 1,131,050.25, to the Company's and its subsidiaries' employees, members of the board of directors, advisors, and other stakeholders, in the period until and including 1 July 2026, and to authorize the board of directors to carry out the capital increase(s) in connection hereto. Each warrant entitles the holder to subscribe for one share of nominally DKK 0.05 in the Company on terms determined by the board of directors.

The subscription price at exercise of warrants is determined by the board of directors, and can be lower than the market price, however not lower than market price to existing shareholders except for employees of the Company as part of a general incentive program. The subscription price can never be lower than par value (nominal value). The board of directors determines the addition terms and conditions for the warrants in question, including duration etc.

The shareholders accepted that the Company's board of directors may depart from any requirements as to preparation and presentation of the Company's most recently approved annual report, report from the board of directors and declaration from the Company's auditor in connection with the issuing of warrants, cf. section 156 (3) of the Companies Act.

In regard to the additional terms and conditions of the authorization reference is made to the new article 2.6 in the enclosed draft for amended articles of association which constitutes an integrated part of this resolution and which is recited hereunder:

At the extraordinary general meeting on 7 September 2021, the board of directors was authorized to until and including 1 July 2026, on one or several occasion to issue up to 22,621,005 warrants, each entitling the holder to subscribe for one share of nominally DKK 0.05 in the Company, to the Company's employees, members of the board of directors, advisors or other stakeholders, and to on one or several occasion to carry out the associated cash capital increase(s) with up to nominally DKK 1,131,050.25.

The subscription price at exercise of warrants is determined by the board of directors, and can be lower than the market price, however not lower than market price to existing shareholders except for employees of the Company as part of a general incentive program. The subscription price can never be lower than par value. The board of directors determines the addition terms and conditions for the warrants in question, including duration etc.

For shares issued as a consequence of exercise of warrants issued under this article, the following shall apply:

• 1. that the shares shall be issued in shares of DKK 0.05 or multiple hereof,
• 2. that the capital increase may not be partially paid up,
• 3. that the new shares shall be negotiable instruments and shall be issued in the name of the holder and shall be recorded in the Company's register of shareholders,
• 4. that the shares do not confer special rights on any shareholder,
• 5. that the capital increase shall be without pre-emptive right of subscription for the Company's shareholders,
• 6. that the shares shall entitle the shareholder to dividends and other rights in the Company from the time of registration of the capital increase with the Danish Business Authority
• 7. that the transferability of the shares shall not be restricted,
• 8. that there for the shares shall apply the same rights and obligations, as laid down in the Company's articles of association, and
• 9. that in case of amendments of the Company's articles of association prior to the exercise of a warrant, such possible amended rights and obligations shall apply to the warrant in question as well as for all shares subscribed for in connection with the exercise of a warrant.

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 proposal will have to adopted by at least 9/10 of the votes cast and of the voting share capital represented at the meeting.

If the proposal is adopted the articles of association will be amended in accordance with the enclosed drafts articles of association, see section 9 below and Schedule 3.

RE 8. PROPOSAL TO ELECT NEW MEMBERS OF THE BOARD OF DIRECTORS

It is proposed that Jon Goldman and David Alpert shall be elected to the Board of Directors.

It is proposed that Henrik Nielsen and Søren Kokbøl Jensen shall be re-elected to the Board of Directors. Kim Friland, Bjarke Ingemann Finlov and Peter Ekman will resign.

If the resolution is adopted, the Board of Directors will consist of the following members elected by the general meeting: Jon Goldman, David Alpert, Henrik Nielsen and Søren Kokbøl Jensen.

RE 9. PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION

If the resolutions under section 1-7 are adopted, it is proposed to consequentially amend the articles of association in correspondence with the draft updated articles of association see Schedule 3 of this notice.

In addition, it is proposed to incorporate certain amendments to the Company's articles of association in correspondence with the draft updated articles of association see Schedule 3, including the following:

• i) Delete clause 2.3 regarding the board of directors' authorization to obtain loans against the issue of convertible notes as the authorization has expired and the convertible notes have been converted or repaid,
• ii) Delete clause 2.4 regarding the board of directors' authorization to increase the Company's share capital by up to a total nominal amount of DKK 10,000,000 by cash payment as the authorization has expired,
• iii) Delete clause 2.6 regarding the board of directors' authorization to increase the Company's share capital by up to a total nominal amount of DKK 10,000,000 by conversion of the company's reserves into share capital by the issue of bonus shares as the authorization has expired,
• iv) Consequentially amend clause 2.7 so that the total authorization to DKK 35,000,000 as incorporated on 3 April 2019 only concerns clause 2.5, as clauses 2.4 and 2.6 have been deleted,
• v) Delete clauses 2.8, 2.8a and appendices 2.8a and 2.8b regarding the authorization of the board of directors to obtain loans against issue of convertible notes as the authorization, as of 24 May 2019, was fully used and the convertible notes were either converted or repaid.

The proposal will have to adopted by at least 2/3 of the votes cast and of the voting share capital represented at the meeting.