Explanatory notes to the agenda for the Annual General Meeting of Shareholders of Funcom N.V. of 26 June 2015 (the Meeting )

Transcription

1 Explanatory notes to the agenda for the Annual General Meeting of Shareholders of Funcom N.V. of 26 June 2015 (the Meeting ) 1. Opening. (discussion) The chairman will open the meeting at AM local time. 2. Proposal to approve certain amendments to the bond agreement entered into by and between Funcom N.V. and Norsk Tillitsmann ASA and dated 21 December 2011 as amended from time to time. (vote) Mr. Hans Peter Jebsen controls the company Kristian Gerhard Jebsen Group Ltd. that in turn controls KGJ Investments S.A., SICAV-SIF, which entity holds sixty bonds under the bond agreement entered into by and between Funcom N.V. and Norsk Tillitsmann ASA and dated 21 December 2011 as amended from time to time. Maturity date The proposed new maturity date (which currently is 22 December 2015) is the earlier of 30 June 2016 or the date of the Annual General Meeting of Funcom N.V. to be held in the year 2016 and will provide cash relief to Funcom N.V. in 2015 to allow for sufficient working capital to promote the continuing development and release of LEGO Minifigures Online on multiple platforms. Conversion price The proposed new conversion price of the convertible bond is set to the lower of (i) 0,37 USD per share and (ii) the US Dollar arithmetic average of the Funcom closing share prices the last 10 trading days before the AGM. The average share price is to be calculated in Norwegian Kroner and converted to US Dollar using the USD exchange rate from the bank DNB for the day prior to the AGM (the list can be found at and the stated Midprice is to be applied). 3. Report from the Board of Managing Directors in relation to the financial year ended 31 December 2014, including compliance with the Dutch Corporate Governance Code and the Norwegian Code of Practice for Corporate Governance. (discussion) The Report from the Board of Managing Directors in relation to the financial year ended 31 December 2014, including compliance with the Dutch Corporate Governance Code and the Norwegian Code of Practice for Corporate Governance will be presented and discussed. This Report from the Board of Managing Directors is included in the annual accounts of Funcom N.V. for the financial year ended 31 December Report from the Board of Supervisory Directors in relation to the financial year ended 31 December (discussion) The Report from the Board of Supervisory Directors in relation to the financial year ended 31 December 2014 will be presented and discussed. 1

2 This Report from the Board of Supervisory Directors is included in the annual accounts of Funcom N.V. for the financial year ended 31 December Relevant information before adoption of annual accounts of Funcom N.V. for the financial year ended 31 December 2014 (discussion) In accordance with article 2:135 lid 5a of the Dutch Civil Code certain matters with regard to: (A) options granted to each: (i) the Managing Directors, (ii) the Supervisory Directors and (iii) employees of Funcom and (B) the remuneration of each (i) the Managing Directors and (ii) the Supervisory Directors, are dealt with and explained as a separate agenda item. These matters are included in a document that has been published on the website of Funcom N.V. ( together with these explanatory notes and which have been made available at the registered address of Funcom N.V. at Keplerstraat 34, 1171 CD Badhoevedorp, The Netherlands. 6. Proposal to adopt the annual accounts of Funcom N.V. for the financial year ended 31 December The annual accounts and annual report, as well as the relevant miscellaneous information referenced under Article 392, Book 2 of the Dutch Civil Code, are available for inspection at Keplerstraat 34, 1171 CD Badhoevedorp, The Netherlands and at Funcom N.V. s website ( as of 1 May (vote) The proposal is to adopt the annual accounts for the financial year ended 31 December 2014, in the form as published on the website of Funcom N.V. ( and as made available at the registered address of Funcom N.V. at Keplerstraat 34, 1171 CD Badhoevedorp, The Netherlands. 7. Proposal to appropriate the result in relation to the financial year ended 31 December 2014 in accordance with the proposal from the Board of Supervisory Directors, as included in the annual accounts of Funcom N.V. for the financial year ended 31 December (vote) The proposal is to approve the proposed appropriation of the result in relation to the financial year ended 31 December 2014 in accordance with the proposal from the Board of Supervisory Directors, as included in the annual accounts for the financial year ended 31 December 2014 under the paragraph Other Information. 8. Proposal to release the Managing Directors from liability for their activities in relation to the financial year ended 31 December (vote) The proposal is to discharge the members of the Board of the Managing Directors from liability in relation to the exercise of their duties during the financial year ended 31 December 2014, to the extent that such exercise is apparent from the annual accounts or other public disclosures prior to the adoption of the annual accounts for the financial year ended 31 December The proposal is also to grant full discharge to the former members of the Board of the Managing Directors from liability in relation to the exercise of their duties during (a part of) the financial year ended 31 December Proposal to release the Supervisory Directors from liability for their activities in relation to the financial year ended 31 December (vote) 2

3 The proposal is to discharge the members of the Board of the Supervisory Directors from liability in relation to the exercise of their duties during the financial year ended 31 December 2014, to the extent that such exercise is apparent from the annual accounts or other public disclosures prior to the adoption of the annual accounts for the financial year ended 31 December The proposal is also to grant full discharge to the former members of the Board of the Supervisory Directors from liability in relation to the exercise of their duties during (a part of) the financial year ended 31 December Proposal to approve that (i) the 2015 annual accounts of Funcom N.V. and (ii) the 2015 report of the Board of Managing Directors may be drawn up in the English language. (vote) The proposal is to approve that (i) the 2015 annual accounts of Funcom N.V. and (ii) the 2015 report of the Board of Managing Directors may the drawn up in the English language instead of the Dutch language. 11. Proposal to appoint the Dutch accounting firm BDO Audit & Assurance B.V. as Funcom N.V. s auditors, effective as of the date of this Meeting. The term of this appointment shall expire at the end of the Annual General Meeting of Funcom N.V. to be held in the year (vote) The proposal is to appoint BDO Audit & Assurance B.V. as external auditors, effective as of the date of this Meeting. The term of this appointment shall expire at the end of the annual general meeting of Funcom N.V. to be held in the year Proposal to discharge (decharge verlenen aan) Mr. Michel Henri Georges Cassius for his activities as Managing Director in relation to the period commencing on 1 January 2015 and ending on 12 May Mr. Michel Henri Georges Cassius has resigned as member of the Board of Managing Directors, effective 12 May (vote) Reference is made to the press release by Funcom N.V. that was published inter alia on the website of the Oslo Stock Exchange and on Funcom N.V. s website on 13 May The proposal is to discharge (decharge verlenen aan) Mr. Michel Henri Georges Cassius for his activities as Managing Director in relation to the period commencing on 1 January 2015 and ending on 12 May Mr. Michel Henri Georges Cassius has resigned as member of the Board of Managing Directors, effective 12 May Proposal to, pursuant to a proposal from the Board of Supervisory Directors to that end, effective as of the date of the Meeting, re-appoint Mr. Ole Arne Prydz Gladhaug as Supervisory Director (commissaris) considering the outstanding execution of his duties over his current term as Supervisory Director. The term of his appointment shall expire at the end of the first ordinary general meeting of shareholders of Funcom N.V. which is held after two full calendar years have elapsed since 26 June (vote) Mr. Gladhaug is in his first term as Supervisory Director. His current term as Supervisory Director will expire at the end of this Annual General Meeting of Shareholders. The term of Mr. Gladhaug s proposed reappointment shall expire at the end of the first ordinary general meeting of shareholders of Funcom N.V. which is held after two full calendar years have elapsed since 26 June

4 Reference is made to the Report of the Board of Supervisory Directors as included in the annual accounts for the financial year ended 31 December 2014 with regard to the professional background and activities of Mr. Gladhaug. The Board of Supervisory Directors proposes to re-appoint Mr. Gladhaug considering the outstanding execution of his duties and valuable contribution to the work of the Board of Supervisory Directors during his current term as Supervisory Director. 14. Proposal to, pursuant to a proposal from the Board of Supervisory Directors to that end, effective as of the date of the Meeting, re-appoint Mr. Magnus Slåttekjær Grøneng as Supervisory Director (commissaris) considering the outstanding execution of his duties over his current term as Supervisory Director. The term of his appointment shall expire at the end of the first ordinary general meeting of shareholders of Funcom N.V. which is held after two full calendar years have elapsed since 26 June (vote) Mr. Grøneng is in his first term as Supervisory Director. His current term as Supervisory Director will expire at the end of this Annual General Meeting of Shareholders. The term of Mr. Grøneng s proposed reappointment shall expire at the end of the first ordinary general meeting of shareholders of Funcom N.V. which is held after two full calendar years have elapsed since 26 June Reference is made to the Report of the Board of Supervisory Directors as included in the annual accounts for the financial year ended 31 December 2014 with regard to the professional background and activities of Mr. Grøneng. The Board of Supervisory Directors proposes to re-appoint Mr. Grøneng considering the outstanding execution of his duties and valuable contribution to the work of the Board of Supervisory Directors during his current term as Supervisory Director. 15. Proposal to, pursuant to a proposal from the Board of Supervisory Directors to that end, effective as of the date of the Meeting, appoint Mr. Michel Henri Georges Cassius as Supervisory Director (commissaris) considering the outstanding execution of his duties over his previous terms as Supervisory Director. The term of his appointment shall expire at the end of the first ordinary general meeting of shareholders of Funcom N.V. which is held after two full calendar years have elapsed since 26 June (vote) Mr. Cassius was in his fourth term as Supervisory Director when he resigned from that position October 2014 (in this matter reference is made to the press release by Funcom N.V. that was published inter alia on the website of the Oslo Stock Exchange and on Funcom N.V. s website on 29 October 2014). The term of Mr. Cassius proposed appointment shall expire at the end of the first ordinary general meeting of shareholders of Funcom N.V. which is held after two full calendar years have elapsed since 26 June Reference is made to the Report of the Board of Supervisory Directors as included in the annual accounts for the financial year ended 31 December 2014 with regard to the professional background and activities of Mr. Cassius. The Board of Supervisory Directors proposes to appoint Mr. Cassius considering the outstanding execution of his duties and valuable contribution to the work of the Board of Supervisory Directors during his previous terms as Supervisory Director. 4

5 16. Proposal to appoint, effective as of the date of the Meeting, Mr. Michel Henri Georges Cassius as Chairman of Board of Supervisory Directors and Mr. Ole Arne Prydz Gladhaug as Vice-Chairman of the Board of Supervisory Directors. (vote) In accordance with Section 17.3 of Funcom N.V s articles of association the General Meeting of Shareholders elects the Chairman and the Vice-Chairman of the Board of Supervisory Directors. It is proposed that Mr. Cassius will replace Dr. Florin as Chairman of the Board of Supervisory Directors. It is proposed that Mr. Gladhaug will replace Mr. Tascain as Vice-Chairman of the Board of Supervisory Directors. 17. Proposal to determine the compensation of the Chairman of the Supervisory Board for his activities as Supervisory Director over the 2015 financial year. The proposal is to fix the compensation at EUR 27,000 (twenty-seven thousand Euro) per annum. (vote) compensation together with the proposed rights to acquire shares of Funcom N.V. (reference is made to agenda item 21) represent a remuneration package comparable to current market trends for Board members' remuneration in similar industries and allows Funcom to attract and retain competent and experienced professionals to serve as Supervisory Directors. 18. Proposal to determine the compensation of the Chairman of the Supervisory Board for his activities as Supervisory Director over the 2016 financial year. The proposal is to fix the compensation at EUR 27,000 (twenty-seven thousand Euro) per annum. (vote) compensation represent a remuneration package comparable to current market trends for Board members' remuneration in similar industries and allows Funcom to attract and retain competent and experienced professionals to serve as Supervisory Directors. 19. Proposal to determine the compensation of each Supervisory Director other than the Chairman of the Supervisory Directors for their activities as Supervisory Directors over the 2015 financial year. The proposal is to fix the compensation at EUR 18,000 (eighteen thousand Euro) per annum. (vote) compensation together with the proposed rights to acquire shares of Funcom N.V. (reference is made to agenda item 22) represent a remuneration package comparable to current market trends for Board members' remuneration in similar industries and allows Funcom to attract and retain competent and experienced professionals to serve as Supervisory Directors. 20. Proposal to determine the compensation of each Supervisory Director other than the Chairman of the Supervisory Directors for their activities as Supervisory Directors over 5

6 the 2016 financial year. The proposal is to fix the compensation at EUR 18,000 (eighteen thousand Euro) per annum. (vote) compensation represent a remuneration package comparable to current market trends for Board members' remuneration in similar industries and allows Funcom to attract and retain competent and experienced professionals to serve as Supervisory Directors. 21. Proposal to approve the issuance of 200,000 (two hundred thousand) rights to acquire (an equal number of) shares in Funcom N.V. to the Chairman of the Supervisory Board as part of his compensation as Supervisory Director over the 2015 financial year. The allocation and exercise of the rights to acquire shares (options) shall be subject to the relevant general terms and the exercise price of the options will be the average volume-weighted share price on the Oslo Stock Exchange for the five trading days preceding and the five trading days following the date of the grant of the aforementioned rights. (vote) rights to acquire shares in Funcom N.V. together with the proposed compensation (reference is made to agenda item 17) represent a remuneration package comparable to current market trends for supervisory board members' remuneration in similar industries and allows Funcom to attract and retain competent and experienced professionals to serve as Supervisory Directors. 22. Proposal to approve the issuance of 100,000 (one hundred thousand) rights to acquire (an equal number of) shares in Funcom N.V. to each Supervisory Director other than the Chairman of the Supervisory Directors as part of their compensation as Supervisory Directors over the 2015 financial year. The allocation and exercise of the rights to acquire shares (options) shall be subject to the relevant general terms and the exercise price of the options will be the average volume-weighted share price on the Oslo Stock Exchange for the five trading days preceding and the five trading days following the date of the grant of the aforementioned rights. (vote) rights to acquire shares in Funcom N.V. together with the proposed compensation (reference is made to agenda item 19) represent a remuneration package comparable to current market trends for supervisory board members' remuneration in similar industries and allows Funcom to attract and retain competent and experienced professionals to serve as Supervisory Directors. 23. Proposal to designate (aanwijzen), pursuant to Section 4.9 and 4.1 of Funcom N.V. s articles of association, the Board of Supervisory Directors as body (orgaan) of Funcom N.V. authorized to issue up to a maximum of 30,000,000 (thirty million) shares (aandelen) in the capital of Funcom N.V., specifically including the authority to issue rights to acquire shares (rechten tot het nemen van aandelen) in the capital of Funcom N.V., and to determine the terms and conditions of each and any such issuance(s), which proposed designation of the Board of Supervisory Directors shall be valid from the date of the Meeting until the first 6

7 ordinary general meeting of shareholders of Funcom N.V. to be held in the year This proposed designation may at all times be revoked by the general meeting of Funcom N.V. The general meeting of Funcom N.V. furthermore remains authorized to (i) resolve on any issuance of shares (aandelen) and/or rights to acquire shares (rechten tot het nemen van aandelen) during the period of this proposed designation of the Board of Supervisory Directors and (ii) to designate (aanwijzen), pursuant to Section 4.9 and 4.1 of Funcom N.V. s articles of association, the Board of Supervisory Directors as body (orgaan) of Funcom N.V. authorized to issue shares (aandelen) in the capital of Funcom N.V., specifically including the authority to issue rights to acquire shares (rechten tot het nemen van aandelen) in the capital of Funcom N.V. (vote) The proposed designation is intended to give the Board of Supervisory Directors, inter alia, the flexibility in attracting funds in the most efficient manner, should strategic opportunities present themselves and facilitate the execution of Funcom N.V. s Share Incentive Program. 24. Proposal to designate, pursuant to Section 4.3 of Funcom N.V. s articles of association, the Board of Supervisory Directors as body of Funcom N.V. authorized to limit or exclude the pre-emptive rights (voorkeursrecht) of the shareholders of Funcom N.V. in relation to each and every issuance of shares, or granting of rights to acquire shares, in the capital of Funcom N.V., referred to under agenda item 23 above. This proposed designation of the Board of Supervisory Directors shall be valid from the date of the Meeting until the first ordinary general meeting of shareholders of Funcom N.V. to be held in the year The general meeting of Funcom N.V. furthermore remains authorized to (i) resolve on any limitation or exclusion of pre-emptive rights (voorkeursrecht) during the period of this proposed designation of the Board of Supervisory Directors and (ii) to designate, pursuant to Section 4.3 of Funcom N.V. s articles of association, the Board of Supervisory Directors as body of Funcom N.V. authorized to limit or exclude the pre-emptive rights (voorkeursrecht) of the shareholders of Funcom N.V. in relation to issuances of shares, or granting of rights to acquire shares, in the capital of Funcom N.V. (vote) The proposal is to designate the Board of Supervisory Directors as body of Funcom N.V. authorized to limit or exclude the pre-emptive rights of the shareholders of Funcom N.V. in relation to each and every issuance of shares, or granting of rights to acquire shares, in the capital of Funcom N.V., referred to under agenda item 23 above. Reference is made to the explanatory notes made in relation to this agenda item 23. This proposal can only be adopted by a majority of at least two-thirds of the votes cast. 25. Proposal to authorize (machtiging verlenen), pursuant to Section 5.1 under c. of Funcom N.V. s articles of association, the Board of Managing Directors to acquire a maximum of 10% (ten percent) of the issued and outstanding shares in the capital of Funcom N.V. under the condition that such shares are traded on the Oslo Stock Exchange and their price is below NOK 10 (ten) Norwegian Krone) per share. This proposed authorization of the Board of Managing Directors shall be valid from the date of the Meeting until the first ordinary general meeting of shareholders of Funcom N.V. to be held in the year (vote) The purpose of this proposal is to give the Board of Managing Directors the authorization to reduce Funcom N.V. s issued and outstanding share capital in order to return capital to Funcom N.V. s shareholders and/or cover obligations under Funcom N.V. s share incentive programme 7

8 and/or for other purposes. This proposal is made in accordance with Section 98, paragraph 4 of Book 2 of the Dutch Civil Code. 26. Closing. (discussion) Absent any miscellaneous matters to be raised, the Meeting will be closed. The Board of Managing Directors 8