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5th Planet Games A/S AGM Information 2021
8162_rns_2021-03-25_2b6908c2-944d-4e5f-a460-070dda1547f9.pdf
AGM Information
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Announcement no. 05/2021 Copenhagen, 25 March 2021
5th Planet Games A/S – Notice convening Annual General Meeting
COPENHAGEN, March 25, 2021: In accordance with 5th Planet Games A/S' (OAX: 5PG), 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
Tuesday, April 27th, 2021 at 10.00 a.m.
at Charlottehaven, Hjørringgade 12C, 2100 Copenhagen Ø, Denmark, with the following agenda:
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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 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 2021 shall receive a fixed remuneration of DKK 50,000 for Board members and DKK 100,000 for Chairman of the board. 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 abovementioned 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 2020 financial year.
The Board of Directors recommends to the shareholders year loss of DKK 14,249k to be transferred to retained earnings.
Item 5. Election of members to the Board of Directors
The Board of Directors proposes re-election of the none of the present board members. Two of the former Board members, Caspar Rose CEO and Peter Ekman CAO continues their positions in the company. Going forward the Members of the Board of Directors are independent of the company. The tree proposed new members are:
- Søren Kokbøl Jensen
- Bjarke Ingemann Finlov
- Kim Friland
About Søren Kokbøl Jensen:
Skills:
Søren brings more than 30 years of successful gaming industry experience, whereas the last 10 years have been within mobile gaming. Søren has substantial experience with digital business models, product development, and monetization strategies.
Other Positions:
CEO at Level Up Garage ApS Chairman at Got Skills ApS Member of the board at Hydr eSport ApS
About Bjarke Ingemann Finlov.
Skills:
Bjarke Finlov has 10+ years of business model execution and digital business models through experience from both award-winning startups and the financial sector. Currently he is in charge of strategy and business development for Danske Bank growth.
Education:
Bjarke has a bachelor in Marketing and is currently studying to obtain an MBA.
Other Positions:
Advisory Board in Swiipe Payments.
Kim Friland:
Skills:
Kim Friland has 20 years of experience as a board member, the last 10 of which have been as Chairman of the board. Kim also has 15+ years of experience within IT development, successfully overseeing development and launch of large digital platforms.
Educations:
Graduate Diploma in Business Administration (Accounting Control and Process Management) – Copenhagen Business School – 2009 Executive Education – Copenhagen Business School - 2019
Other Positions:
Project Manager at ATP Chairman of the board at GF-Storkøbenhavn
Directorships and board positions of the proposed board members to the Company's Board of Directors:
| Kim Friland | Søren Kokbøl Jensen | Bjarke Finlov |
|---|---|---|
| Directorships: n/a |
Directorships: Bootide ApS Eclipse Holding ApS Level UP garage ApS |
Directorships: Finlov Holding IVS |
| Member of the boards of: GF Storkøbenhavn |
Member of the boards of: HYDR ESPORT ApS Gotskills ApS (Chairman) Level Up Garage ApS |
Member of the boards of: n/a |
| Independent: Yes |
Independent: Yes |
Independent: Yes |
| Shares in 5th Planet Games A/S: 0 |
Shares in 5th Planet Games A/S: 0 |
Shares in 5th Planet Games A/S: 0 |
Item 6. Appointment of auditor
The Board of Directors proposes reelection of the Company's auditor GRANT THORNTON, statsautoriseret revisionspartnerselskab.
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.
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 5,315,910.50 divided into 106,318,210 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 19th April 2021.
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 21st April 2021, 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 [email protected] 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 will be 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: [email protected].
A shareholder can also choose to make use of postal vote instead of attending the annual general meeting in person.
The Company will make 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: [email protected]
Any signed postal vote must be received by 5th Planet Games A/S no later than 21st April 2021, 11.59 p.m., and the Company requests that signed proxies are likewise received by 5th Planet A/S no later than 21st April 2021, 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 will be available at the Company's website: https://www.5thplanetgames.com/investors/documents/
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, Euronext 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: [email protected]
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 Caspar Rose +45 20 342 652.