CONVENING NOTICE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF FUNCOM N.V.

Transcription

1 CONVENING NOTICE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF FUNCOM N.V. Badhoevedorp, 22 August To all shareholders of Funcom N.V., Katwijk, the Netherlands and all others entitled to attend the general meeting. The Board of Managing Directors (Directie) herewith cordially invites you to attend an Extraordinary General Meeting of Shareholders of Funcom N.V. (the Meeting ). The Meeting will be held on 5 October 2016 at Funcom N.V. s registered address: Keplerstraat 34, 1171 CD Badhoevedorp, the Netherlands. The Meeting will commence at CET local time. For purpose of the Meeting, with respect to shares in the capital of Funcom N.V., the persons who will be considered as entitled to attend and/or speak at and/or exercise their voting rights at the Meeting, are those persons who on 7 September 2016 possess these rights and are registered in one of the following registers: (a) with regard to holders of registered shares in Funcom N.V.: the register of shareholders maintained at Funcom N.V. s registered address; and (b) with regard to holders of depositary ownership in shares in Funcom N.V.: the Norwegian Central Securities Depository (the VPS ). All shareholders in Funcom N.V. registered with the VPS (being holders of depositary ownership in the relevant shares), should notify our VPS registrar, DNB Bank ASA, should they wish to attend and/or wish to exercise their voting rights at the Meeting. A proxy with voting instructions addressed to DNB Bank ASA will be published with this convening notice at Funcom N.V. s website ( and on the website of the Oslo Stock Exchange ( This proxy can also be obtained from DNB Bank ASA. All holders of registered shares in Funcom N.V. who wish to exercise their voting rights by proxy can use the proxy with voting instructions addressed to Funcom N.V., that will be published with this convening notice at Funcom N.V. s website ( and on the website of the Oslo Stock Exchange ( This proxy can also be obtained from Funcom N.V. All (proxies for) holders of registered shares in Funcom N.V. and (proxies for) holders of depositary ownership in shares in Funcom N.V. wishing to attend the Meeting, should be able to identify themselves at the Meeting by means of valid passport or drivers license. On the date first written above Funcom N.V. has 247,520,912 shares outstanding representing an equal number of voting rights. The following issues will be brought to the attention of the Meeting and put to a vote:

2 1. Opening. (discussion) 2. 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) 3. Proposal to discharge (decharge verlenen aan) Mr. Michel Henri Georges Cassius for his activities as Supervisory Director in relation to the period commencing on 1 January 2016 and ending on 5 October Mr. Michel Henri Georges Cassius has resigned as member of the Board of Supervisory Directors, effective per the date of acceptation of that resignation by the Meeting. (vote) 4. Proposal to, effective as of the date of the Meeting, appoint Mr. Ole Arne Prydz 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 5 October 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 Chief Financial Officer of Smedvig ASA. Mr. Gladhaug joined the Kristian Gerhard Jebsen Group in 2002 as Chief Financial Officer and member of the Group s executive team, and is now Executive Vice President in the Group. Mr. Gladhaug has served as a non-executive director on a number of boards within banking, insurance, asset management and other industries. Mr. Gladhaug 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 acted as Supervisory Director of Funcom N.V. in the period April 2013 August 2015 and voluntarily resigned to avoid a conflict of interest. Mr. Gladhaug acts as Styrets leder, i.e.: Chairman of the Board, for the following Norwegian entities: Prydz & Co. AS, KGJ Partnership IV AS, Ellamar Holding AS, Ellamar AS, KGJ Partnership V AS, KGJ Capital AS, Ellamar Management AS and Pelican Capital Partners AS. Mr. Gladhaug furthermore acts as Styremedlem, i.e.: Board member, for the following Norwegian entities: GSP Holding AS, GSP Invest AS, Gladhaug, Sørgaard & Partners AS, Jebsen Asset Management AS, KGJ Real Estate AS, Gladhaug & Sørgaard AS, GSP Invest II AS, GSP Invest IV AS and Blaatind AS. Mr. Gladhaug acts as Chairman of the Board in Seefeld Finance S.à r.l. in Luxembourg, board member of Resource Ventures Ltd. in Bermuda and Chairman of the Board in Callum, Bracewell & Co, Ltd. in Great Britain. Mr. Gladhaug does not serve as Supervisory

3 Director for any other (Dutch) company. Mr. Gladhaug currently does not hold any (depositary ownership in) shares or options in Funcom N.V. (vote) 5. Proposal to appoint, effective as of the date of the Meeting, Mr. Ole Arne Prydz Gladhaug as Chairman of Board of Supervisory Directors. (vote) 6. Proposal to determine the compensation of Mr. Ole Arne Prydz Gladhaug for his activities as Supervisory Director, for the (remaining period of the) 2016 financial year. The proposal is to fix his monetary compensation at the pro-rata portion of EUR 27,000 (twenty-seven thousand Euro) for the 2016 financial year. (vote) 7. Proposal to approve the issuance of 200,000 (two hundred thousand) rights to acquire (an equal number of) (depositary ownership in) shares in Funcom N.V. to Mr. Ole Arne Prydz Gladhaug as part of his compensation as Supervisory Director over the 2016 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 volumeweighted share price on the Oslo Stock Exchange for the five trading days preceding and 8. Proposal to, effective as of the date of the Meeting, appoint Mr. Fredrik Per Malmberg 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 5 October Mr. Malmberg was born on 27 March 1962 and Mr. Malmberg has a background as a successful entrepreneur in film and television, publishing, tabletop and video games industries. Mr. Malmberg pioneered trans-media thinking and migrated into the Film industry as an Executive Producer on Heavy Gear and Mutant Chronicles. Malmberg facilitated the financing and purchase of the Conan the Barbarian character and the Robert E. Howard library on behalf of Paradox Entertainment in 2002, and a second time when he purchased it for Cabinet Holdings, Inc. (US) in 2015, where he is President & CEO. He was furthermore (co-)founder and board member of Paradox Entertainment ( ) and Target Games ( ), both Swedish entities in the gaming industry. Mr. Malmberg is a Swedish and American citizen and lives in Los Angeles, United States of America. The Board of Supervisory Directors is of the opinion that Mr. Malmberg s business knowledge and vast experience in the entertainment industry will be very valuable in advising Funcom N.V. and making strategic decisions concerning Funcom N.V. going forward. Mr. Malmberg does not serve as Supervisory Director for any other (Dutch) company. Mr. Malmberg currently does not hold any (depositary ownership in) shares or options in Funcom N.V. (vote) 9. Proposal to determine the compensation of Mr. Fredrik Per Malmberg for his activities as Supervisory Director, for the (remaining period of the) 2016 financial year. The proposal is to fix his monetary compensation at the pro-rata portion of EUR 18,000 (eighteen thousand Euro) for the 2016 financial year. (vote) 10. Proposal to approve the issuance of 100,000 (one hundred thousand) rights to acquire (an equal number of) (depositary ownership in) shares in Funcom N.V. to Mr. Fredrik Per Malmberg as part of his compensation as Supervisory Director over the 2016 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-

4 weighted share price on the Oslo Stock Exchange for the five trading days preceding and 11. Proposal to, effective as of the date of the Meeting, appoint Mr. Egil Kvannli 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 5 October Mr. Kvannli was born on 7 January 1972 and Mr. Kvannli has a background as Chief Financial Officer. Mr. Kvannli holds a Bachelor-degree for Business and Administration, BI of the Norwegian School of Management of Stavanger, Norway and Bishops University, Quebec, Canada. From 2011 Mr. Kvannli works for Quickflange AS, a Norwegian entity and from September 2015 he fulfills the role of Chief Executive Officer. Before August 2015 Mr. Kvannli fulfilled the role of Chief Financial Officer at Quickflange AS ( ), Fabricom GDF Suez ( ), Sevan Marine ASA ( ), all Norwegian entities. Mr. Kvannli also acted as VP Finance for REC Site Services Pte Ltd. ( ), a Singapore entity. Mr. Kvannli furthermore worked for MISWACO in Norway and in Houston, United States of America ( ) the last two and a half last years as Financial Director for Scandinavia. Mr. Kvannli is a Norwegian citizen and lives in Stavanger, Norway. The Board of Supervisory Directors is of the opinion that Mr. Kvannli s business knowledge and vast experience as Chief Financial Officer will be very valuable in advising Funcom N.V. and making strategic/financial decisions concerning Funcom N.V. going forward. Mr. Kvannli does not serve as Supervisory Director for any other (Dutch) company. Mr. Kvannli currently does not hold any (depositary ownership in) shares or options in Funcom N.V. (vote) 12. Proposal to determine the compensation of Mr. Egil Kvannli for his activities as Supervisory Director, for the (remaining period of the) 2016 financial year. The proposal is to fix his monetary compensation at the pro-rata portion of EUR 18,000 (eighteen thousand Euro) for the 2016 financial year. (vote) 13. Proposal to approve the issuance of 100,000 (one hundred thousand) rights to acquire (an equal number of) (depositary ownership in) shares in Funcom N.V. to Mr. Egil Kvannli as part of his compensation as Supervisory Director over the 2016 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) 14. Proposal to, effective as of the date of the Meeting, appoint Mr. Magnus Slåttekjær 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 5 October Mr. Grøneng was born on 2 July 1981 and Mr. Grøneng has a 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) where he currently is serving as Investment Manager, he served as Business Development Manager in Kebony ASA, a Norwegian growth company. Mr. Grøneng

5 holds a MSc (Sivilingeniør) 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 acted as Supervisory Director of Funcom N.V. in the period April 2013 August 2015 and voluntarily resigned to avoid a conflict of interest. Mr. Grøneng acts as Styrets leder, i.e.: Chairman of the Board, for the Norwegian entity Grønslått AS. Mr. Grøneng furthermore acts as Styremedlem, i.e.: Board member, for the following Norwegian entities: GSP Invest V AS, GSP Invest IV AS and Gladhaug, Sørgaard & Partners AS. Mr. Grøneng does not serve as Supervisory Director for any other (Dutch) company. Mr. Grøneng currently holds 440 (depositary ownership in) shares Funcom N.V. and no options in Funcom N.V. (vote) 15. Proposal to determine the compensation of Mr. Magnus Slåttekjær Grøneng for his activities as Supervisory Director, for the (remaining period of the) 2016 financial year. The proposal is to fix his monetary compensation at the pro-rata portion of EUR 18,000 (eighteen thousand Euro) for the 2016 financial year. (vote) 16. Proposal to approve the issuance of 100,000 (one hundred thousand) rights to acquire (an equal number of) (depositary ownership in) shares in Funcom N.V. to Mr. Magnus Slåttekjær Grøneng as part of his compensation as Supervisory Director over the 2016 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 volumeweighted share price on the Oslo Stock Exchange for the five trading days preceding and 17. Proposal to set the number of Supervisory Directors at 5 (five). (vote) 18. Closing. (discussion) Board of Managing Directors