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48-2026 5th Planet Games A/S: Key Information Relating to a Preferential Rights Issue

5PGRegulatory press release2026-11-09 08:05
Read the release
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

5th Planet Games A/S: Key Information Relating to a Preferential Rights Issue

Reference is made to the stock exchange announcement published by 5th Planet
Games A/S (the "Company" or "5PG") earlier today, on 9 November 2026, regarding
a proposed rights issue with preferential subscription rights for existing
shareholders (the "Rights Issue").

Date on which the terms and conditions of the preferential rights issue were
announced: 9 November 2026

Last day including right: 1 December 2026

Ex-date: 2 December 2026

Record Date: 3 December 2026

Date of approval: 1 December 2026

Maximum number of new shares: 53,000,000

Subscription price: The subscription price for the New Shares will be the
theoretical share price exclusive of the Subscription Rights ("TERP"), based on
the volume-weighted average price ("VWAP") of the Company's shares on Euronext
Expand Oslo during the three Trading Days prior to the date of the EGM, less a
discount of at least 30% per share. However, the maximum subscription price for
the New Shares shall not exceed a 15% premium to the TERP calculated based on
the last closing price of the Company's shares on Euronext Expand Oslo prior to
the Company's announcement of the Rights Issue, less a discount of at least 30%.

Ratio preferential rights: To be announced when clarified

Subscription ratio: 1:1 (number of new shares per subscription right)

Settlement Agent: Norne Securities AS

Will the rights be listed: The Company will apply for admission to trading of
the preferential rights on Euronext Expand Oslo

ISIN for the preferential rights: To be announced

Other information:
The subscription price for the new shares to be issued in the Rights Issue, and
thus the final number of new shares and the exact amount of the share capital
increase, will be determined by the board of directors, based on a
recommendation from the manager and the pricing basis set out above, on 1
December 2026 following the extraordinary general meeting (the "EGM").

The Rights Issue is subject to all necessary corporate resolutions required to
implement the Rights Issue being validly adopted, including the EGM resolving to
authorise the issue of the new shares and the board of directors resolving to
increase the share capital in connection with the Rights Issue and to complete
the Rights Issue. The Rights Issue is further dependent on the registration of a
national prospectus with the Norwegian Register of Business Enterprises.

Further information regarding the Rights Issue will be provided in the
prospectus.

This information is published in accordance with the requirements of the
Continuing Obligations.

For further information, please contact:
5th Planet Games A/S, Gothersgade 11, 1123 Copenhagen K, att.: Pernille Miller,
or email: ir@5thplanetgames.com.

ABOUT 5th PLANET GAMES
5th Planet Games is a Copenhagen-based video games publisher and financier with
activities across global gaming platforms. Through its partnership with Skybound
Entertainment, 5PG participates in games based on established entertainment
franchises, including The Walking Dead and Invincible.

IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of 5PG in the United States or
any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of 5PG may not be offered or sold in
the United States absent registration or an exemption from registration under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The
securities of 5PG have not been, and will not be, registered under the U.S.
Securities Act. Any sale in the United States of the securities mentioned in
this communication will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the U.S. Securities Act. No public offering of the
securities will be made in the United States.

This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on prospectuses to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus
Regulation"). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information made public by 5PG.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State.

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.

Norne Securities AS will be acting for 5PG in connection with the Rights Issue
and no one else and will not be responsible to anyone other than 5PG for
providing the protections afforded to its clients or for providing advice in
relation to the Rights Issue or any transaction or arrangement referred to in
this announcement.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although 5PG believes that these assumptions were reasonable when made, these
assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by and is the
responsibility of, 5PG. Neither 5PG's advisors nor any of its respective
affiliates makes any representation as to the accuracy or completeness of this
announcement and none of them accepts any responsibility for the contents of
this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of 5PG. No reliance may be placed
for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither 5PG's advisors nor any of its
respective affiliates accepts any liability arising from the use of this
announcement.
ose on the information contained in this announcement or its\
accuracy\, fairness or completeness. Neither 5PG's advisors nor any of its\
respective affiliates accepts any liability arising from the use of this\
announcement.\