Notice of Annual General Meeting of Trophy Games Development A/S

Company Announcement No. 2-2024
22 February - Copenhagen

Trophy Games Development A/S shareholders, CVR no. 29240299, are hereby convened to the annual general meeting.

The annual general meeting will be held on Wednesday, March 20, 2024, 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. Amendment of the time frame for convening general meetings
2. 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, Johan Eile, and Pernille Nørkær. Information about these candidates can be found in the Yearly Report for 2023. The Board of Directors proposes the election of Mikkel Weider as a new board member. For more information about Mikkel Weider, see Appendix A.

Re Agenda Item 5
The board proposes the reelection of PwC as state-authorized public accountant.

Re Agenda Item 6
Proposal 6.2
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 2024 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 and warrant program, which can be found in the yearly report 2023, page 23.

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 15 March 2024 at 23:59 (CET) and who is registered as a shareholder in the Company’s register of owners on the day which is 13 March 2024 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 on 13 March 2024 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 cannot 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 15th, 2024 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.

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). 

Appendix A - New Board Member Candidate Mikkel Weider
Mikkel Weider holds 99,661 Trophy Games shares. 
Age: 48
Mikkel is the former Founder and CEO of Nordisk Games. Mikkel has invested hundreds of millions of USD in various game development studios, going from 0 to 1,300 employees via acquisitions and organic growth. Mikkel was the CEO of Nordisk Games from the foundation till the spring of 2023 and sat on the boards of the gaming companies Avalanche, Supermassive, Star Stable, Nitro, Mercury Steam, Multiverse, Raw Fury, and Flashbulb.

Out of university, Mikkel founded the game company, Art of Crime, where he was CEO for four years. After that, he was a Director at several international internet companies including Match.com, the world's largest dating site, and Bookatable.com, Europe’s largest restaurant booking service. Mikkel has been involved in various start-ups, including Filmtrailer.com, Fotoalbum, and Trustpilot, and has been on the board of several too. He started in the media corporation Nordisk Film in 2011, responsible for building and acquiring new businesses, including gift cards, ticketing, and streaming channels.

Mikkel is half Danish, and half Norwegian, having lived in Copenhagen and Stockholm. He has two teenage kids and is a 7-Times Legend in Hearthstone (not that he would brag of it of course). 
 
What does Mikkel bring to the Trophy Games and the Board of Directors? 
Mikkel has seen several game companies from the inside. He has been on a range of boards and has an extensive network. Mikkel has experience with building companies, both small and big, and experience acquiring and growing gaming companies. Mikkel has done strategy sessions with the management team of Trophy before joining the board, so he is familiar with the company. 

Current management positions:
WEIDER MEDIA ApS (since 20.12.2002)
Weider Animation Invest ApS (since 26.09.2023)

Management positions in the past five years:
Nordisk Games A/S (05.01.2022-19.04.2023) * Before 2022 Nordisk Games was a part of Nordisk Film, Mikkel started as CEO of Nordisk Games there in 2016.
Fairytalez ApS (15.03.2023 - 15.03.2023)

Current Board seats:
M2 Animation A/S (since 01.12.2023)

Board seats in the past five years:
Avalanche Studios (Apr 2017 - Apr 2023 · 6 yrs 1 mo)
Star Stable Entertainment (May 2018 - Apr 2023 · 5 yrs)
Nitro games (Apr 2020 - Apr 2023 · 3 yrs 1 mo)
SuperMassive Games (Apr 2022 - Apr 2023)
Raw Fury (Aug 2018 - Jun 2021 · 2 yrs 11 mos)
Reto-Moto (Dec 2017 - May 2021 · 3 yrs 6 mos)
Feb-Company 2022 ApS (04.12.2017-27.05.2021)
MULTIVERSE ApS (21.11.2017-23.04.2018)
Flashbulb ApS (21.05.2019-13.01.2020)