Communique from the annual general meeting of Trophy Games
Company Announcement No. 3-2023
Copenhagen, 21. March 2023
The annual general meeting 2022 (the "AGM") of Trophy Games Development ("Trophy Games") was held today on 21 March 2023 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
- Authorisation to issue warrants
- 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 11,394,850 shares were represented, corresponding to 41.3% of the share capital. In addition, the chairman informed that the attending share capital represented 11,394,850 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 First North Growth Market Copenhagen and the company’s website had published the notice on 27 February 2022.
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 Developmenr A/S’ activities in 2021 into consideration.
2. Presentation of the audited annual report for adoption
The management presented the annual report for the financial year 2022. The annual report shows a result after tax of DKK - 12,480,000 and total assets of DKK 59,823,000
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, 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 proposed the election of Johan Eile as a new board member. 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
5. Appointment of a state-authorized public accountant
The board proposed the re-election of PwC as state-authorized public accountant. The general meeting approved the proposal.
6. Proposals from the Board of Directors or the shareholders
- Authorisation to issue warrants
The Board of Directors proposed 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 pre-emptive 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 the 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.”
The general meeting unanimously with all votes represented approved the proposal.
- Amendment of the time frame for convening general meetings
The Board of Directors proposed 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 proposed 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.”.
An updated draft of the articles of association of the company was subsequently presented.
The general meeting approved the proposal.
- 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
jan@jlejendomme.dk
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, Denmark
Certified Adviser
Norden CEF A/S
John Norden
Email: jn@nordencef.dk
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.