Notice of Annual General Meeting of Trophy Games Development A/S
Company Announcement No. 2-2023
27 February - Copenhagen
The shareholders of Trophy Games Development A/S, CVR no. 29240299, are hereby convened to the annual general meeting.
The annual general meeting will be held on
Tuesday, March 21st, 2023, at 17:00 CET,
at Trophy Games Development A/S office located at
Mikkel Bryggers Gade 4, 2nd floor,
1460 Copenhagen K.
The doors to the meeting open at 16.30. For the registration to be completed in due time, the participants must meet no later than 16:45 and present a valid ID and access card.
In accordance with the articles of association 6.1, the agenda is:
1) Report from the Board of Directors on the activities of the Company during the past year,
2) Presentation of the audited annual report for adoption,
3) Resolution on the allocation of profit or the treatment of loss according to the approved annual report
4) Election of members to the Board of Directors
5) Appointment of a state-authorized public accountant
6) Proposals from the Board of Directors or the shareholders
1. Authorisation to issue warrants
2. Amendment of the time frame for convening general meetings
3. Authorisation to purchase treasury shares
7) Any other business
Proposals:
Re Agenda Item 3:
The board of directors proposes not to pay dividends.
Re Agenda Item 4
The Board of Directors suggests the re-election of current board members Jan Dal Lehrmann, Rene Eghammer, and Pernille Nørkær. Information about these candidates can be found in the Yearly Report for 2022. To maintain the Board’s independence, CEO Søren Gleie and CEO of Trophy Games Publishing Daniel Luun have decided not to continue as board members but only as part of the executive management. The Board of Directors proposes the election of Johan Eile as a new board member. For more information about Johan Eile, see appendix A.
Re Agenda Item 5
The board proposes the reelection of PwC as state-authorized public accountant.
Re Agenda Item 6
Proposal 6.1
The Board of Directors proposes the following added to the company's articles of association article 3.4:
“Bestyrelsen er indtil den 21. marts 2028 bemyndiget til ad en eller flere gange at udstede aktietegningsoptioner (warrants) med ret for indehaverne til at tegne op til nominelt DKK 55.000 à DKK 0,02 pr. ny aktie svarende til 2.750.000 nye aktier. Selskabets aktionærer skal ikke have fortegningsret til sådanne udstedelser. Bestyrelsen fastsætter udnyttelseskursen og øvrige vilkår for aktietegningsoptionerne, dog således at udnyttelseskursen som minimum skal svare til markedskursen på tidspunktet for udstedelsen af aktietegningsoptionerne. Bestyrelsen er samtidig bemyndiget til at gennemføre den dertil hørende kapitalforhøjelse ad en eller flere gange med op til nominelt DKK 55.000 uden fortegningsret for de eksisterende aktionærer i selskabet og mod kontant indbetaling i forbindelse med udnyttelse af aktietegningsoptioner, eller et sådant beløb som måtte følge af en eventuel regulering i antallet af aktietegningsoptioner som en konsekvens af ændringer i selskabets kapitalforhold. Der kan ikke ske delvis indbetaling. Aktier, der tegnes på baggrund af disse tegningsoptioner skal lyde på navn og noteres på navn i selskabets ejerbog. De nye aktier skal være omsætningspapirer, og der skal ikke være indskrænkninger i aktiernes omsættelighed. De nye aktier skal have samme rettigheder som selskabets eksisterende aktier. Bestyrelsen træffer beslutning om de øvrige vilkår for kapitalforhøjelsen.
Bestyrelsen kan genanvende eller genudstede eventuelle bortfaldne eller ikke udnyttede aktietegningsoptioner, forudsat at genanvendelsen eller genudstedelsen finder sted inden for de vilkår, der fremgår af denne bemyndigelse. Ved genanvendelse forstås adgangen for bestyrelsen til at lade en anden aftalepart indtræde i en allerede bestående aftale om aktietegningsoptioner. Ved genudstedelse forstås bestyrelsens mulighed for at genudstede nye aktietegningsoptioner, hvis allerede udstedte aktietegningsoptioner er bortfaldet.
The board of directors is, until March 21, 2028, authorized to, by one or more issuances to issue warrants with a right for the warrant holders to subscribe for up to nominal DKK 55.000 each new share of DKK 0,02 corresponding to 2.750.000 new shares. The company’s shareholders shall not have preemptive rights in relation to such issuances. The board of directors determines the exercise price and other terms for the warrants; however, the exercise price shall, at minimum, be equal to the market price at the time of the issuance of the warrants. The board of directors is also authorized to complete the related capital increase by one or more increases with a nominal amount of up to DKK 55.000 without pre-emptive rights for the existing shareholders in the company and against payment in cash when the warrants are exercised or at such an amount that follows any adjustment in the number of warrants as a consequence of amendments in the company’s capital structure. Partial payment cannot be made.
Shares subscribed by the exercise of the warrants shall be listed on name and be recorded on name in the shareholder's register of the company. The new shares shall be negotiable instruments and no restrictions in the transferability of the shares shall apply. The new shares shall have same rights as the company’s existing shares. The board of directors shall determine the other terms for the capital increase.
The board of directors can re-use or re-issue warrants that have lapsed or have not been exercised, provided that re-use or re-issuance takes place with respect to the terms of this authorization. By re-use is understood that the board of directors can let a third party enter into an existing agreement on warrants. By re-issuance is understood that the board of directors can re-issue new warrants if warrants already issued have lapsed.”
Proposal 6.2
The Board of Directors proposes to change the timeframe within a general meeting must be convened from 3-5 weeks, as it currently is in the articles of association pursuant to section 4.5 thereof, to 2-4 weeks.
Consequently, the Board of Directors proposes that section 4.5 of the articles of association
are amended to the following:
“Generalforsamlingen indkaldes af bestyrelsen med mindst 2 ugers varsel og højst 4 ugers
varsel.
General meetings shall be convened by the Board of Directors, giving not less than two
weeks’ and not more than four weeks’ notice.”.
Proposal 6.3
The Board of Directors proposes 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.
Re Agenda Item 7
There is no further business to be transacted.
Share capital
At the time of the notice of the general meeting, the Company’s nominal share capital is DKK 552,000 divided into shares of nominally DKK 0.02 each. Each share of DKK 0.02 carries one vote.
Attendance and voting rights at the general meeting
Any shareholder who has requested an admission card from the Company not later than 17 March 2023 at 23:59 (CET) and who is registered as a shareholder in the Company’s register of owners on the day which is 14 March 2023 at 23:59(CET) or at this time has registered and documented his ownership to the Company with a view to entering the register of owners is entitled to attend the general meeting.
Shareholders who have obtained admission cards and who are registered as shareholders in the Company’s register of owners 14 March 2023 at 23:59 (CET) or at this time have registered and documented their ownership to the Company with a view to entering the register of owners have voting rights at the general meeting.
Register for admission
Admission cards can be ordered at the "Shareholder Portal" on the Trophy Games investor portal: https://investor.vp.dk/ip/ctrl/portal/Frontpage.do?command=-&asident=29481
Proxy
A shareholder may attend the general meeting in person or by proxy. Both the shareholder
and the proxy may be accompanied by an adviser. The proxy shall be in writing and be dated. A proxy may be granted by using the form for proxy found on the "Shareholder Portal" on the Trophy Games investor portal: https://investor.vp.dk/ip/ctrl/portal/Frontpage.do?command=-&asident=29481.
Voting by correspondence
Shareholders who are not able to attend the general meeting may vote by correspondence. Votes by correspondence may be submitted via the "Shareholder Portal" on the Trophy Games investor portal: https://investor.vp.dk/ip/ctrl/portal/Frontpage.do?command=-&asident=29481
Votes by correspondence cannot be revoked and must be in the hands of Trophy Games Development A/S no later than March 17th, 2023 at 23:59 (CET).
Additional information
The general meeting will be held in English. In connection with the general meeting, water, soda, tea, and coffee will be served.
The audited annual report is available at the company’s website https://trophy-games.com/investor/financial.
Questions from shareholders
Questions, if any, that the shareholders may have about the agenda and any other documents for the general meeting shall be received by the Company by email [email protected] not later than one week before the general meeting is held.
Personal data
With regard to the collection and processing of personal data for the General Meeting, these are handled, stored, and deleted in accordance with the General Data Protection Regulation (GDPR).
Contact Information
TROPHY GAMES Development A/S
Søren Gleie, CEO
Office (+45) 7172 7573
Email: [email protected]
Mikkel Bryggers Gade 4, 2. sal, 1460 Copenhagen K, Denmark
Certified Adviser
Norden CEF A/S
John Norden
Email: [email protected]
Kongevejen 365, 2840 Holte, Denmark
About Trophy Games
Trophy Games is an innovative, Denmark-based game studio who develops and publishes mobile and PC games.
Appendix A - New Board Member Candidate Johan Eile Background
Johan Eile currently does not hold any Trophy Games shares, and is a board member of Norsefell Games in Montreal since 2017
Originally from Kalmar, Sweden, but has lived in Montreal since 2000. 45 years old, married with three kids. Formally educated with a Bachelor of Commerce and a technical background from Telia.
Very short professional summary:
Johan Eile is the former Co-founder and CEO of Riposte Games, acquired by Kabam Games in 2019 (a Netmarble company). The studio was a pioneer in mid core Free to Play, cross platform PC and Mobile games. At Kabam, Johan was responsible for the day to day operations of the Montreal studio and heading up the publishing of Shop Titans, Shadows of Valdora and Dungeon Stars. Mr. Eile has been in the crossroads of technology, art and business for 23 years and before starting Riposte Games he held executive roles at Ubisoft and THQ. An entrepreneur at heart, Johan is actively involved in several game studios as an advisor and investor, most notably Norsfell Games (Tribes of Midgard) and at Play Ventures (VC focused on Games).
What does Johan bring to the Trophy Games and the Board of Directors?
Johan is a humble leader with a low ego that thrives in a fast-paced, growth-focused environment. He can support the management team and the board through his extensive operational background in games, specifically in data-driven production, publishing, as well as financing. He is known as a trusted stakeholder partner that focuses on delivering reliably and consistently. Johan has had an opportunity to collaborate with members of the management team over the last 12 months and shares the team's passion for the mission of the company he thinks he can help the group increase shareholder value and return in both the short and long-term.
