Fly Play hf.: CORRECTION: Increase of share capital of Play and results of share offering

CORRECTION: Increase of share capital of Play and results of share offering

A shareholders‘ meeting of Fly Play hf. held on 30 November 2022 approved the below stated proposals, which authorise the board of directors decided to increase the Company‘s share capital by up to ISK 228.670.505 in nominal value with the issuance of new shares. The goal of the share capital increase is to strengthen the company for the coming growth and to ensure its strong liquidity position. Play‘s 20 largest shareholders participated in the increase. To ensure shareholder equality all shareholders were afforded the opportunity to subscribe for new shares on the same terms. As the current market value of shares is lower than the subscription price there was very limited participation.

As a result of the above the following matters were on the agenda of the shareholders‘ meeting held on 30 November 2022:

• increase the share capital of the Company by up to ISK 228,670,505 in nominal value with the issuance of new shares. The selling rate per share will be determined by the Company’s board of directors. Shareholders waive their pre-emptive rights in accordance with Art. 34 of Act no. 2/1995 on Limited Liability Companies. The authorisation is valid until the annual general meeting for the fiscal year of 2022. New shares will grant rights at the date of registration of the share capital increase and the Company’s articles of association will apply to the new shares.
• to issue warrants which grant the right to subscribe to shares up to ISK 57,167,631 in nominal value. The warrants can be exercised for a period of 10 days from the date of publication of the annual financial statements for the fiscal year 2023. The subscription price is the same as applies to the share capital increase which occurs in relation to the granting of this authorisation, plus a rate of interest equal to the prevailing Central Bank of Iceland’s 7-day collateralised interest rate from time to time. This authorisation is valid until 31 December 2022, to the extent it has not been exercised. The board of directors is further authorised until 1. May 2024 increase the share capital of the Company in connection with the exercise of the warrants. Shareholders waive their pre-emptive rights in relation to the issuance of the warrants and any new shares issued as a result of the exercise of the warrants.

The above proposals were approved by the shareholders meeting.

The share offering to all shareholders concluded at 18:00 on 30 November. As previously stated the goal of the offering was to ensure shareholder equality in the share capital increase and subscriptions by the 20 largest shareholders.

Pursuant to the offering shareholders were offered to subscribe to shares at the rate of ISK 14,6 per share. Parallel to the issuance of new shares, the Company will issue warrants for up to 57,167,631 new shares. The subscription price according to the warrants will be the price per share of the original issuance, with interest amounting to the Central Bank of Iceland’s 7-day collateralized lending interest rate. The warrants will be exercisable for a period of 10 days subsequent to the publication of the Company’s annual accounts for the year 2023.

In relation to the offering and the subscription commitments from the 20 largest shareholders, the board of directors has decided to exercise its authority to issue new shares, granted at the shareholders meeting on 30 November 2022, and increase the share capital with the issuance of 157.534.246 new shares, resulting in gross proceeds of approx. ISK 2,3 billion, which represent 18% of the issued share capital.

Parallel to the aforementioned issuance of shares, the board of directors has decided to exercise its authority to issue warrants, granted at the shareholders meeting on 30 November 2022 and has issued 39.383.566 warrants to the shareholders which subscribed to the aforementioned new shares.

The total number of shares in Fly Play following the increase will be 860.867.578.