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:
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The Board of Directors’ report on the Company’s activities in the past year.
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Presentation and approval of the audited annual report.
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Approval of the remuneration of the Board of Directors for 2025.
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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 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:
• Jon Goldman
• David Alpert
• Henrik Nielsen
• 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:
Investor documents - 5th Planet Games
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.
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