COPENHAGEN, April 7, 2025: 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 29th, 2025, 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 2025.
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 2025
The Board of Directors proposes that the members of the Board of Directors for
the year 2025 shall receive a fixed remuneration of DKK 50,000 for each Board
member.
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 2024 financial year.
The Board of Directors recommends to the shareholders year loss of DKK 4.940k 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:
o Jon Goldman
o David Alpert
o Henrik Nielsen
o Søren Kokbøl Jensen
For presentation of individual board members, please see page 18 in the annual
report
Item 7. Appointment of auditor
On the basis of a tender process carried out in accordance with Article 16 of
the Audit Regulation (Regulation (EU) No 537/2014), the Board of Directors
proposes election of the auditor KPMG Denmark, company registration number
25578198 ("KPMG").
As part of the tender process three accounting firms were evaluated.
In the audit tender, the board of directors emphasized criteria, such as global
presence, experience auditing listed companes, fee level and approach to
cooperation.
In due consideration of these criteria and the tender participants, the board of
directors recommend KPMG as the Company's new auditor. The board of directors
especially emphazied their experience with listed companies and their pragmatic
approach to problem solving.
KPMG is still carrying out necessary checkes to ensure that they in terms of the
regulation on auditor independence are able to take on the appointment. This
check will be finalized before the annual general meeting. Should the result of
the check be that KPMG is not able to take on the appointment the board of
directors instead recommends that Beierholm is elected as the Company's auditor
as they were the runner up in the audit tender process.
The board of directors has not been influenced by third parties or been subject
to any agreements with third parties which limits the general meetings election
of certain auditors or audit firms.
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 13,418,930.00 divided into 268,378,600
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 22nd April 2025.
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
25th April 2025, 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
25th April 2025, 12.59 p.m., and the Company requests that signed proxies are
likewise received by 5th Planet A/S no later than 25th April 2025, 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.