Communique from the annual general meeting of Trophy Games
Company Announcement no. 3/2024 (March 20, 2024)
The annual general meeting 2023 (the "AGM") of Trophy Games Development ("Trophy Games") was held today on 20 March 2024 at the company address, Mikkel Brygger Gade 4, 2. sal, 1460 Copenhagen K and the following resolutions were passed by the meeting.
The agenda was:
- Report from the Board of Directors on the activities of the Company during the past year,
- Presentation of the audited annual report for adoption,
- Resolution on the allocation of profit or the treatment of loss according to the approved annual report
- Election of members to the Board of Directors
- Appointment of a state-authorized public accountant
- Proposals from the Board of Directors or the shareholders
- Amendment of the time frame for convening general meetings
- Authorisation to purchase treasury shares
- Any other business
In accordance with the company’s articles of association, the board of directors elected Jan Dal Lehrman as chairman.
The chairman informed that nominal DKK 11,391,931 shares were represented, corresponding to 41.3% of the share capital. In addition, the chairman informed that the attending share capital represented 11,391,931 votes corresponding to 41.3 % of the joint number of votes.
With the approval of the attendees, the chairman noted that the general meeting was lawfully
summoned and competent to transact the items on the agenda, as the company via Nasdaq FirstNorth Growth Market Copenhagen and the company’s website had published the notice on 22 February 2023.
There were no objections against the legality of the notice.
1. Report from the Board of Directors on the activities of the Company during the past year
The board of directors’ report regarding the company’s activities in the past year was presented.
The chairman noted that there were no questions or comments to the board of directors’ report and that the general meeting took the board of directors’ report on Trophy Games Development A/S’ activities in 2023 into consideration.
2. Presentation of the audited annual report for adoption
The management presented the annual report for the financial year 2023. The annual report shows a result after tax of DKK 2,241,000 and total assets of DKK 62,070,000.
The general meeting unanimously and with all votes approved the report.
3. Resolution on the allocation of profit or the treatment of loss according to the approved annual report
The AGM resolved that no dividend would be paid to the shareholders.
4. Election of members to the Board of Directors
The Board of Directors proposed the re-election of current board members Jan Dal
Lehrmann, Rene Eghammer, Pernille Nørkær and Johan Eile. Information about these candidates can be found in the Yearly Report for 2023. The Board of Directors proposed the election of Mikkel Weider as a new board member. Information about Mikkel is available in the appendix for the notice of AGM. The general meeting approved the proposal.
The company’s board of directors is hereby made of:
- Jan Dal Lehrmann
- Rene Eghammer
- Pernille Nørkær
- Johan Eile
- Mikkel Weider
5. Appointment of a state-authorized public accountant
The board proposed the re-election of PwC as a state-authorised public accountant. The general meeting approved the proposal.
6. Proposals from the Board of Directors or the shareholders
- Amendment of the time frame for convening general meetings
Last year, the Board of Directors proposed changing the timeframe for convening a general meeting from 3-5 weeks to 2-4 weeks. To assess whether this was the appropriate format, it was added to the agenda again, and no changes were suggested.
- Authorisation to purchase treasury shares
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors to decide to let the company purchase treasury shares in the period from the annual general meeting of 2023 until next year’s general meeting at a total nominal value not exceeding 10% of the share capital, at the market price applicable at the time of acquisition with a deviation of up to 10%.
Reason: The company intends to use share buybacks as a supplement to dividends to adjust the company's capital structure and to honor the current employee options program, which can be found in the yearly report 2023, page 20.
The general meeting approved the proposal.
7. Any other business
The general meeting unanimously and with all votes present authorized the chairman of the meeting to apply for registration at the Danish Business Authority (Erhvervsstyrelsen) of the resolutions passed by the general meeting. Furthermore, the Chairman was authorized to make any alteration of or addition to the resolutions passed by the general meeting, the articles of association of the company and the registration form to the Danish Business Authority as may be required to obtain registration or may be suggested as expedient.
There were no further comments or questions from the shareholders.
The chairman informed that the formal agenda had been completed and that all of the proposals had been approved.
Chairman of the meeting:
Jan Dal Lehrmann
Serial entrepreneur and investor, Lehrmann Family ApS
[email protected]
