12-2023 5th Planet Games A/S – Notice convening Annual General Meeting

05 Apr 2023 08:30 CEST

COPENHAGEN, April 5, 2023: 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, 2023, at 12.00 am at
Gothersgade 11, 1123 Copenhagen K, Denmark, with the following agenda:

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

2. Presentation and approval of the audited annual report.

3. Approval of the remuneration of the Board of Directors for 2023.

4. Discharge from liability of the Board of Directors and the Executive
Management.

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

6. Election of members to the Board of Directors.

7. Appointment of auditor.

8. Any other business.


Item 2. Presentation and adoption of the audited annual report
The Board of Directors proposes to adopt the audited annual report.

Item 3. Approval of the remuneration of the Board of Directors for 2023
The Board of Directors proposes that the members of the Board of Directors for
the year 2023 shall receive a fixed remuneration of DKK 50,000 for each Board
member.
Furthermore, it was decided, that the Board of Directors in the future may be
granted warrants, exercisable at market value in the Company in combination with
the above-mentioned fixed remuneration.

Item 4. Discharge from liability of the Board of Directors and the Executive
Management
The Board of Directors proposes to grant discharge to the board of directors and
the Executive Management.

Item 5. 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 2022 financial year.
The Board of Directors recommends to the shareholders year loss of DKK 33,708k
to be transferred to retained earnings.

Item 6. Election of members to the Board of Directors
The Board of Directors proposes re-election of the board members:

• Jon Goldman
• David Alpert
• Henrik Nielsen
• Søren Kokbøl Jensen

For presentation of individual board members, please see appendix a.

Item 7. Appointment of auditor
The Board of Directors proposes reelection of the Company’s auditor GRANT
THORNTON, Statsautoriseret Revisionspartnerselskab.

Decision requirements
In order to pass the proposals on the agenda the following majorities will be
necessary:
Items 2 – 7 on the agenda must be passed by a simple majority. Members of the
Board of Directors and the Executive Management cannot vote on item 4 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 10,397,974,65 divided into 207,959,493
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 20th April 2023.
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
23rd April 2023, 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 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.:
Pernille Miller, 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 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.: Pernille Miller, or email: ir@5thplanetgames.com
Any signed postal vote must be received by 5th Planet Games A/S no later than
23rd April 2023, 12.59 p.m., and the Company requests that signed proxies are
likewise received by 5th Planet A/S no later than 23rd April 2023, 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 Pernille Miller, email:
ir@5thplanetgames.com

About 5th Planet Games
5th Planet Games is a video games publisher located in Copenhagen, active in
games across all global platforms and devices. It has a long and successful
history of working with established brands and strong IP. Now, in partnership
with Skybound Entertainment, the company will extend access to compelling,
global IP such as The Walking Dead.

More information:
Access the news on Oslo Bors NewsWeb site

587181_Appendix A.pdf
587181_12-2023 5th Planet Games - Notice of annual general meeting 2023.pdf