TROPHY GAMES DEVELOPMENT A/S
Company Announcement No. 2-2023
27 February -
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
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
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
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
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
Attendance and voting rights at the general meeting
Any shareholder who has requested an admission card from the Company not later than
Shareholders who have obtained admission cards and who are registered as shareholders in the Company's register of owners
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
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 soren@trophy-games.com 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: soren@trophy-games.com
Mikkel Bryggers Gade 4, 2. sal, 1460 Copenhagen K,
Certified Adviser
Norden CEF A/S
Email: jn@nordencef.dk
Kongevejen 365, 2840 Holte,
About Trophy Games
Trophy Games is an innovative,
Appendix A - New Board Member Candidate Johan Eile Background
Originally from Kalmar,
Very short professional summary:
Titles: Management Consultant/Executive/Director
Over the last 23 years, Johan has been part of building and growing multiple businesses, including supporting Global Fun's IPO as well as helping establish and build out
In 2013
Titles: CEO/COO/General Manager
In 2014, he left
Under the
Titles: Advisor/Investor/Board Member
Over the years Johan has supported several startups, most notably in games, either through investments or advisory and board roles. He cofounded Nomadbase in 2008 to syndicate investments into 3 start-ups and was excited in 2016 with the sale of the holdings in Loyer Express. Since 2018 Johan is a Limited Partner in Play Ventures Fund I as well as
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.
https://news.cision.com/trophy-games/r/notice-of-annual-general-meeting-of-trophy-games-development-a-s,c3724399
https://mb.cision.com/Main/20400/3724399/1879210.pdf
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