Explanatory notes to the agenda for the Extraordinary General Meeting of Shareholders of Funcom N.V. of 24 April 2013 (the Meeting )

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1 Explanatory notes to the agenda for the Extraordinary General Meeting of Shareholders of Funcom N.V. of 24 April 2013 (the Meeting ) 1. Opening. (discussion) The chairman will open the meeting at am local time. 2. Proposal to approve certain amendments to the loan agreement with warrants dated 29 December 2010 as entered into by and between Funcom N.V. and the lenders. (vote) Mr. Hans Peter Jebsen controls the company Kristian Gerhard Jebsen Group Ltd. that in turn controls the companies Stelt Holding N.V. and KGJ Investments S.A., SICAV-SIF. As part of an internal reorganization within the Jebsen Group, the warrants under the warrant agreement dated 29 December 2010 have been transferred on 5 December 2012 from Stelt Holding N.V. to KGJ Investments S.A., SICAV-SIF. The proposal represents an inseparable part of a comprehensive loan restructuring plan as announced by Funcom N.V. on 28 February The objective of the plan is to provide cash relief to Funcom N.V. to complete the business restructuring process and to secure working capital for the development of the online multiplayer game based on the LEGO Minifigure line and the establishment of the new Mobile and Online services departments. Currently KGJ Investments S.A., SICAV-SIF holds 5,000,000 (five million) warrants. The proposed amendments concern amongst others changes of the conditions of the exercise of these 5,000,000 (five million) warrants. The proposal is to approve the following proposed material amendments to the loan agreement with warrants dated 29 December 2010 as entered into by and between Funcom N.V. and the lenders: A. A change of the maturity date, for the entire (principal) amount of the loan from 30 December 2013, when the full face amount of the loan was due, to four installment payments with the following maturities: USD 1,500, March 2013 USD 500, June 2013 USD 4,000, December 2014 USD 4,000, July 2015 This is to provide cash relief to Funcom N.V. to complete the business restructuring process and to secure working capital for the development of the online multiplayer game based on the LEGO Minifigure line and the establishment of the new Mobile and Online services departments. B. A change of the exercise price of the warrants, from USD 1.67 to USD 0.37 per warrant. This is considered reasonably aligned with the current price level for Funcom N.V. shares. C. An extension of the exercise period of the warrants, from 30 March 2014 to 30 December 2015 as final date of the exercise period. 1

2 The proposed new date aligns better with the last loan repayment installment which, under the new terms, is to occur on 31 July D. An increase of the number of warrants to be issued to the lender from 5,000,000 to 15,000,000 This is to compensate KGJ Investments S.A., SICAV-SIF for the deferral of loan maturity and for their continued support to Funcom N.V. The 10,000,000 (ten million) new warrants are proposed to be issued under the same (updated) conditions as proposed for the current 5,000,000 (five million) warrants, i.e. amongst other conditions with an exercise price of USD 0.37 and an exercise period of the warrants that expires on 30 December The interest percentage of the loan agreement with warrants will remain unchanged. The proposal also includes (to the extent necessary and required) the authorization of the Board of Supervisory Directors to make corresponding amendments of the conditions of the 5,000,000 (five million) warrants previously issued by Funcom N.V. and the granting of all necessary powers to the Board of Supervisory Directors to do so. 3. Proposal to approve certain amendments to the bond agreement entered into by and between Funcom N.V. and Norsk Tillitsmann ASA dated 21 December 2011 (the Bond Agreement ). (vote) Mr. Hans Peter Jebsen controls the company Kristian Gerhard Jebsen Group Ltd. that in turn controls the companies Stelt Holding N.V. and KGJ Investments S.A., SICAV-SIF. As part of an internal reorganization within the Jebsen Group, the bonds under the bond agreement dated 21 December 2011 have been transferred on 5 December 2012 from Stelt Holding N.V. to KGJ Investments S.A., SICAV-SIF. The proposal represents an inseparable part of a comprehensive loan restructuring plan as announced by Funcom N.V. on 28 February The objective of the plan is to provide cash relief to Funcom N.V. to complete the business restructuring process and to secure working capital for the development of the online multiplayer game based on the LEGO Minifigure line and the establishment of the new Mobile and Online services departments. The proposal is to approve the following proposed material amendments to the Bond Agreement: A. Conversion Price and Conversion Right Under the new terms the Conversion Price will be USD 0.37 per share (which currently is USD 1.37) and is considered reasonably aligned with the current price level for Funcom N.V. shares. Based on the new conversion price (which new conversion price will be subject to the customary adjustment provisions of the Bond Agreement), each bond will convert to 270, shares. However the number of shares shall be rounded down to the nearest whole share. 2

3 B. Maturity date The proposed new maturity date is 22 December 2015 (which currently is 22 December 2014) and will provide cash relief to Funcom N.V. in 2014 to allow for sufficient working capital to promote and launch the online multiplayer game based on the LEGO Minifigure line, and to support other ongoing projects. C. Interest rate and Interest payment date Under the new terms the interest is fixed at 5 per cent per annum (which currently is 10 per cent per annum with semi-annually payments) with no payments before maturity. The accrued interest is due on the maturity date in either cash or shares of Funcom N.V. at the option of the bond holder. If the interest is due in shares, then the conversion price of USD 0.37 applies. If approved, the proposed changes are effective as of 25 April 2013 and will allow Funcom N.V. to secure working capital to complete the restructuring process in 2013 and to develop, launch and promote the online multiplayer game based on the LEGO Minifigure line. The proposal includes (to the extent necessary and required) the confirmation that the Board of Supervisory Directors is authorized to amend the conditions of all the bonds currently outstanding and the granting of all necessary powers to the Board of Supervisory Directors to do so. 4. 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 (raad van commissarissen) as body (orgaan) of Funcom N.V. authorized to issue up to a maximum of 10,000,000 (ten 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). This proposed designation of the Board of Supervisory Directors shall be valid from the date of the Meeting until the Annual General Meeting of Shareholders of Funcom N.V. to be held in the year This proposed designation of the Board of Supervisory Directors shall furthermore be in addition to expand the authority granted to the Board of Supervisory Directors in the Annual General Meeting of Shareholders of Funcom N.V. of 27 June 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 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. (vote) The proposed designation is intended to give the Board of Supervisory Directors the ability to issue the warrants under the proposed amendments to the loan agreement with warrants dated 29 December Furthermore reference is made to the explanatory notes under item 2 above. The general meeting of Funcom N.V. furthermore remains authorized to 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. 5. Proposal to designate (aanwijzen), pursuant to Section 4.3 of Funcom N.V. s articles of association, the Board of Supervisory Directors as body (orgaan) of Funcom N.V. authorized to limit or exclude the pre-emptive rights (voorkeursrecht) of the shareholders of Funcom N.V. 3

4 in relation to each and every issuance of shares (aandelen), or granting of rights to acquire shares (rechten tot het nemen van aandelen), in the capital of Funcom N.V., referred to under item 4 above. This proposed designation of the Board of Supervisory Directors shall also be valid from the date of the Meeting until the Annual General Meeting of Shareholders of Funcom N.V. to be held in the year This proposed designation of the Board of Supervisory Directors shall also be in addition to expand the authority granted to the Board of Supervisory Directors in the Annual General Meeting of Shareholders of Funcom N.V. of 27 June 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 resolve on any limitation or exclusion of pre-emptive rights (voorkeursrecht) during the period of this proposed designation of the Board of Supervisory Directors. (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 item 4 above. Reference is made to the explanatory notes made in relation to this agenda item 4. This proposal can only be adopted by a majority of at least two-thirds of the votes cast. 6. Proposal to designate (aanwijzen), in addition to the proposed designation under 4 above, 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 12,231,210 (twelve million two hundred thirty-one thousand two hundred ten) 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). This proposed designation of the Board of Supervisory Directors shall be valid from the date of the Meeting until the Annual General Meeting of Shareholders of Funcom N.V. to be held in the year This proposed designation of the Board of Supervisory Directors shall furthermore be in addition to expand the authority granted to the Board of Supervisory Directors in the Annual General Meeting of Shareholders of Funcom N.V. of 27 June This proposed designation may at all times be revoked by the general meeting of Funcom N.V. The general meeting of Funcom N.V. remains authorized to 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. (vote) The proposed designation is intended to give the Board of Supervisory Directors the ability to issue shares in Funcom N.V. in case the current bonds are converted by the bondholders under the proposed amendments to the Bond Agreement. Furthermore reference is made to the explanatory notes under item 3 above. The general meeting of Funcom N.V. furthermore remains authorized to 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. 7. Proposal to designate (aanwijzen), in addition to the proposed designation under 5 above, pursuant to Section 4.3 of Funcom N.V. s articles of association, the Board of Supervisory Directors as body (orgaan) of Funcom N.V. authorized to limit or exclude the 4

5 pre-emptive rights (voorkeursrecht) of the shareholders of Funcom N.V. in relation to each and every issuance of shares (aandelen), or granting of rights to acquire shares (rechten tot het nemen van aandelen), in the capital of Funcom N.V., referred to under item 6 above. This proposed designation of the Board of Supervisory Directors shall also be valid from the date of the Meeting until the Annual General Meeting of Shareholders of Funcom N.V. to be held in the year This proposed designation of the Board of Supervisory Directors shall also be in addition to expand the authority granted to the Board of Supervisory Directors in the Annual General Meeting of Shareholders of Funcom N.V. of 27 June 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 resolve on any limitation or exclusion of pre-emptive rights (voorkeursrecht) during the period of this proposed designation of the Board of Supervisory Directors. (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 item 6 above. Reference is made to the explanatory notes made in relation to this agenda item 6. This proposal can only be adopted by a majority of at least two-thirds of the votes cast. 8. Proposal to designate (aanwijzen), in addition to the proposed designation under 4 and 6 above, 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 3,000,000 (three 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). This proposed designation of the Board of Supervisory Directors shall be valid from the date of the Meeting until the Annual General Meeting of Shareholders of Funcom N.V. to be held in the year This proposed designation of the Board of Supervisory Directors shall furthermore be in addition to expand the authority granted to the Board of Supervisory Directors in the Annual General Meeting of Shareholders of Funcom N.V. of 27 June 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 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. (vote) The proposed designation is intended to give the Board of Supervisory Directors the flexibility to issue to the current bondholders in the form of payment of interest under the proposed amendments to the Bond Agreement rights to acquire shares (rechten tot het nemen van aandelen). The general meeting of Funcom N.V. furthermore remains authorized to 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. 9. Proposal to designate (aanwijzen), in addition to the proposed designation under 5 and 7 above, pursuant to Section 4.3 of Funcom N.V. s articles of association, the Board of 5

6 Supervisory Directors as body (orgaan) 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 (aandelen), or granting of rights to acquire shares (rechten tot het nemen van aandelen), in the capital of Funcom N.V., referred to under item 8 above. This proposed designation of the Board of Supervisory Directors shall also be valid from the date of the Meeting until the Annual General Meeting of Shareholders of Funcom N.V. to be held in the year This proposed designation of the Board of Supervisory Directors shall also be in addition to expand the authority granted to the Board of Supervisory Directors in the Annual General Meeting of Shareholders of Funcom N.V. of 27 June 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 resolve on any limitation or exclusion of pre-emptive rights (voorkeursrecht) during the period of this proposed designation of the Board of Supervisory Directors. (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 item 8 above. Reference is made to the explanatory notes made in relation to this agenda item 8. This proposal can only be adopted by a majority of at least two-thirds of the votes cast. 10. Proposal to designate (aanwijzen), in addition to the proposed designation under 4, 6 and 8 above, 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 10,000,000 (ten 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., but only to holders of 10 per cent Funcom N.V. Senior Unsecured Convertible Bonds 2011/2014 pursuant to the Bond Agreement and only if and to the extent that the Conversion Price (as defined in the Bond Agreement) is adjusted in accordance with relevant provisions of the Bond Agreement, and to determine the terms and conditions of each and any such issuance(s) in line with the terms and conditions of the Bond Agreement. This proposed designation of the Board of Supervisory Directors shall be valid from 22 December 2014 until the Annual 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 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. (vote) The proposed designation is intended to enable Funcom N.V. to meet its contractual obligations under the Bond Agreement, also with the amended maturity date of 22 December The general meeting of Funcom N.V. furthermore remains authorized to 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. 11. Proposal to designate (aanwijzen), in addition to the proposed designation under 5, 7 and 9 above, pursuant to Section 4.3 of Funcom N.V. s articles of association, the Board of Supervisory Directors as body (orgaan) of Funcom N.V. authorized to limit or exclude the 6

7 pre-emptive rights (voorkeursrecht) of the shareholders of Funcom N.V. in relation to each and every issuance of shares (aandelen), or granting of rights to acquire shares (rechten tot het nemen van aandelen), in the capital of Funcom N.V., referred to under item 10 above. This proposed designation of the Board of Supervisory Directors shall be valid from 22 December 2014 until the Annual 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 resolve on any limitation or exclusion of pre-emptive rights (voorkeursrecht) during the period of this proposed designation of the Board of Supervisory Directors. (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 item 8 above. Reference is made to the explanatory notes made in relation to this agenda item 8. This proposal can only be adopted by a majority of at least two-thirds of the votes cast. 12. Proposal to amend the articles of association of Funcom N.V. pursuant to a proposal from the Board of Supervisory Directors to that end. The draft text of the amendment to the articles of association is available for inspection at Keplerstraat 34, 1171 CD Badhoevedorp, The Netherlands, at the website of Oslo Børs ( and at Funcom N.V. s website ( as of the date hereof. The proposal includes authorizing (machtiging verlenen) the persons employed at the office of Caminada Notarissen, Civil Law Notaries, in Rijswijk (South Holland), The Netherlands to cause the notarial instrument of amendment of the articles of association of Funcom N.V. to be executed, to make the necessary filings with the Trade Register in relation thereto and to do and perform any and all such other acts as he or she may deem appropriate. (vote) The proposal is to approve the amendments to the articles of association substantially in accordance with the draft prepared for that purpose. The amendments to the articles of association can be summarized as follows: The Board of Supervisory Directors will consist of one or more members. This is to provide Funcom N.V. with more flexibility concerning the actual numbers of supervisory directors. Due to recent changes in Dutch law some wording in the articles of association has furthermore been altered to remain in line with Dutch corporate law. This proposal can only be adopted by a majority of at least two-thirds of the votes cast. 13. Proposal to, effective as of the date of the Meeting, appoint Mr. Ole Gladhaug as new member of the Board of Supervisory Directors, pursuant to a proposal from the Board of Supervisory Directors to that end. The term of appointment of the new Supervisory Director (commissaris) shall expire at the end of the first ordinary general meeting of shareholders which is held after two full calendar years have elapsed since 24 April (vote) The proposal is to appoint Mr. Gladhaug as new member of the Board of Supervisory Directors. The term of his appointment shall expire at the end of the first ordinary general meeting of shareholders which is held after two full calendar years have elapsed since 24 April

8 Mr. Gladhaug was born on 21 December 1954 and Mr. Gladhaug has held senior executive positions within the shipping, oil services, banking and asset management industries. Prior to joining the Kristian Gerhard Jebsen Group, Mr. Gladhaug served 7 years as CFO of Smedvig ASA (now part of Seadrill). Mr. Gladhaug joined the Kristian Gerhard Jebsen Group in 2002 as CFO and member of the Group s executive team, and is now Executive Vice President in the Group and Chairman of its subsidiary Jebsen Asset Management. Mr. Gladhaug has served as a non-executive director on a number of boards within banking, insurance, asset management and other industries. He holds a business and administration degree from the Norwegian School of Economics and a political science degree from the University of Bergen. Mr. Gladhaug is a Norwegian citizen and lives in Oslo, Norway. The Board of Supervisory Directors is of the opinion that Mr. Gladhaug s business knowledge and vast experience as non-executive director will be very valuable in advising Funcom N.V. and making strategic decisions concerning Funcom N.V. going forward. Mr. Gladhaug. acts as Styrets leder, i.e.: Chairman of the Board, for the following Norwegian entities: Ellamar Management AS, Jebsen Asset Management AS, Nexus Capital AS, Prydz AS. Mr. Gladhaug also acts as Varamedlem, i.e.: Deputy Board Member, for Søylen Næringseinendom AS. Mr. Gladhaug furthermore acts as Styremedlem, i.e.: Board member, for the following Norwegian entities: Edvin AS, Blaatind AS, Gsp Invest IV AS, Kgj Real Estate AS, Marine Cybernetics AS. Finally, Mr. Gladhaug acts as Chairman of the Board in Seefeld Finance S.à r.l. in Luxembourg and Chairman of the Board in Callum, Bracewell & Co, Ltd. in Great Britain. Mr. Gladhaug does not serve as Supervisory Director for any other (Dutch) company. Mr. Gladhaug currently does not hold any shares or options in Funcom N.V. 14. Proposal to determine the compensation of Mr. Ole Gladhaug for his activities as Supervisory Director, for the (remaining period of the) 2013 financial year. The proposal is to fix his monetary compensation at the pro-rata portion of EUR 12,000 (twelve thousand Euro) for the 2013 financial year. (vote) Funcom N.V. has a policy regarding the compensation of the members of the Board of Supervisory Directors. Pursuant to Section 21 of Funcom N.V. s articles of association the General Meeting determines the compensation of the members of the Board of Supervisory Directors. 15. Proposal to approve the issuance of 50,000 (fifty thousand) rights to acquire (an equal number of) shares in Funcom N.V. to Mr. Ole Gladhaug as part of his compensation as Supervisory Director over the 2013 financial year pursuant to a proposal from the Board of Supervisory Directors to that end. 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) Funcom N.V. has a policy regarding the compensation of the members of the Board of Supervisory Directors. Pursuant to Section 21 of Funcom N.V. s articles of association the General Meeting determines the compensation of the members of the Board of Supervisory Directors. 16. Proposal to, effective as of the date of the Meeting, appoint Mr. Magnus Grøneng as new member of the Board of Supervisory Directors, pursuant to a proposal from the Board of Supervisory Directors to that end. The term of appointment of the new Supervisory Director 8

9 (commissaris) shall expire at the end of the first ordinary general meeting of shareholders which is held after two full calendar years have elapsed since 24 April (vote) The proposal is to appoint Mr. Grøneng as new member of the Board of Supervisory Directors. The term of his appointment shall expire at the end of the first ordinary general meeting of shareholders which is held after two full calendar years have elapsed since 24 April Mr. Grøneng was born on 2 July 1981 and Mr. Grøneng has background as management consultant in McKinsey & Company ( ) where he served clients within the oil and gas, technology and banking sectors in Europe. Prior to joining Jebsen Asset Management (subsidiary of the Kristian Gerhard Jebsen Group), he served as Business Development Manager in Kebony ASA, a Norwegian growth company. Mr. Grøneng holds a MSc degree from the Norwegian University of Science and Technology and the University of Karlsruhe in Germany. Mr. Grøneng is a Norwegian citizen and lives in Oslo, Norway. The Board of Supervisory Directors is of the opinion that Mr. Grøneng s business knowledge and vast experience as management consultant will be very valuable in advising Funcom N.V. and making strategic decisions concerning Funcom N.V. going forward. Mr. Grøneng does not serve as Supervisory Director for any other company. Mr. Grøneng currently holds 400 (depositary ownership in) shares Funcom N.V. and no options in Funcom N.V. 17. Proposal to determine the compensation of Mr. Magnus Grøneng for his activities as Supervisory Director, for the (remaining period of the) 2013 financial year. The proposal is to fix his monetary compensation at the pro-rata portion of EUR 12,000 (twelve thousand Euro) for the 2013 financial year. (vote) Funcom N.V. has a policy regarding the compensation of the members of the Board of Supervisory Directors. Pursuant to Section 21 of Funcom N.V. s articles of association the General Meeting determines the compensation of the members of the Board of Supervisory Directors. 18. Proposal to approve the issuance of 50,000 (fifty thousand) rights to acquire (an equal number of) shares in Funcom N.V. to Mr. Magnus Grøneng as part of his compensation as Supervisory Director over the 2013 financial year pursuant to a proposal from the Board of Supervisory Directors to that end. 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) Funcom N.V. has a policy regarding the compensation of the members of the Board of Supervisory Directors. Pursuant to Section 21 of Funcom N.V. s articles of association the General Meeting determines the compensation of the members of the Board of Supervisory Directors. 19. Proposal to set the number of Supervisory Directors at 5 (five). (vote) In case the proposed appointment of each of Mr. Magnus Grøneng and Mr. Ole Gladhaug as Supervisory Director is adopted, the Board of Supervisory Directors will in addition to Mr. Michel Cassius and Mr. Gerhard Florin and Mr. Alain Tascan consist of five members. Pursuant to Section 17.1 of Funcom N.V. articles of association, the number of Supervisory Directors is 9

10 determined by the General Meeting further to a proposal from the Board of Supervisory Directors to that end. 20. Closing. (discussion) Absent any miscellaneous matters to be raised, the Meeting will be closed. The Board of Managing Directors 10