FUNCOM N.V. MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF

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FUNCOM N.V.

MINUTES OF THE EXTRAORDINARY

GENERAL MEETING OF SHAREHOLDERS

24 April 2013

The Extraordinary General Meeting of Shareholders of Funcom N.V., a limited liability company

incorporated, organized and existing under the laws of The Netherlands (naamloze vennootschap),

with its statutory seat at Katwijk, The Netherlands, and its registered address at Keplerstraat 34,

1171 CD Badhoevedorp, The Netherlands, registered with the Trade Register of the Chamber of

Commerce for Amsterdam under number 28073705 (the “Company” or “Funcom N.V.”), was

held at its registered address at Keplerstraat 34, 1171 CD Badhoevedorp, The Netherlands, on 24

April 2013 (the “Meeting”).

The Meeting was chaired by Mr. F.L. Weidema. The Chairman requested

Mr. R.P.A. Verschuren to keep the minutes of the Meeting.

The Chairman made a reference to the convening notice and the explanatory notes to the agenda

for the Meeting.

1. Opening.

The Chairman opened the Meeting at 11.00 a.m. and recorded the fact that, as shown by the

attendance register, 13,467,632 ordinary shares with a par value of EUR 0.04 each in the

share capital of the Company, amounting to EUR 538,705.28 of the issued and outstanding

share capital, are represented by proxy, at the Meeting.

The Chairman recorded that on 27 March 2013 the total issued and outstanding share

capital in respect of which the right to vote may be exercised, amounted to EUR

2,659,876.72 which – on 27 March 2013, being the registration date of this Meeting –

represented 100% of the total issued and outstanding share capital; the issued and

outstanding share capital in respect of which the right to vote may be exercised at the

Meeting amounted to EUR 538,705.28 which represents 20.25% (rounded) of the total

issued and outstanding share capital.

The Chairman recorded that DNB Bank ASA, registered holder of 66,488,843 ordinary

shares on the registration date of the Meeting, was represented through a proxy containing

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voting instructions in relation to 1,517,107 shares, in favor of Mr. F.L. Weidema and each

of the individuals employed at Weidema van Tol, exercised by Mr. R.P.A. Verschuren.

The Chairman recorded that KGJ Investments S.A., SICAV-SIF, holder of 11,950,525

(depositary ownership in) shares on the registration date of the Meeting, was represented

through a proxy issued by DnB Bank ASA. The Chairman furthermore noted that KGJ

Investments S.A., SICAV-SIF was represented through a proxy in favor of Mr. A. Van

Staveren.

The Chairman recorded the fact that according to the shareholders’ register no shares in the

capital of the Company are encumbered with any usufruct or pledge, in consequence of

which any usufructary or pledgee possesses meeting rights. The Chairman furthermore

noted that according to the shareholders’ register, neither the Company nor any of its

subsidiaries holds any shares in its capital.

The Chairman recorded the fact that this Meeting was called on behalf of the Board of

Managing Directors by way of: (i) convening notices, dated 12 March 2013, to the

registered shareholders and others entitled to attend a general meeting, (ii) publication of

the convening notice, dated 12 March 2013, on the website of the Company and (iii)

publication of the convening notice, dated 12 March 2013, on the website of the Oslo Stock

Exchange. In addition to the convening notice for the Meeting, the Board of Managing

Directors also made the explanatory notes in relation to the agenda available. The Chairman

recorded the fact that this Meeting was called in accordance with the applicable rules of law

of The Netherlands and the Company’s Articles of Association and therefore valid

resolutions may be passed on all subjects placed on the agenda. In this respect the

Chairman also recorded that, notwithstanding the fact that notice to attend the Meeting had

been received by each of the managing directors and supervisory directors, respectively,

each of them waived his right to attend and cast an advisory vote (raadgevende stem) at the

Meeting pursuant to Section 117 paragraph 4 of Book 2 of the Dutch Civil Code

(Burgerlijk Wetboek).

The Chairman moved to the consideration of the following item on the agenda.

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.

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The Chairman addressed the explanatory notes to the agenda for the Meeting with regard to

this agenda item. The Chairman then explained that the proposal is 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. The Chairman discussed the proposed

amendments.

The Chairman recorded the fact that none of the individuals in attendance wished to

address the Meeting on the aforesaid subject and put the proposal to the vote.

The Chairman furthermore recorded that in relation to this agenda item the right to vote had

been exercised with regard to 13,467,632 shares, representing an equal number of votes

and 20.25% of the issued and outstanding share capital of the Company on 27 March 2013,

being the registration date for this Meeting. He subsequently recorded the fact that there

were 13,467,632 votes in favor of the proposal, nil votes against the proposal and that there

were nil abstentions. He then recorded the fact that the proposal was agreed to by

unanimous vote the shareholders represented/present at the Meeting.


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”).


this agenda item. The Chairman then explained that the proposal is to approve certain

amendments to the Bond Agreement. The Chairman discussed the proposed amendments.







were 13,467,632 votes in favor of the proposal, nil votes against the proposal and that

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there were nil abstentions. He then recorded the fact that the proposal was agreed to by

unanimous vote of the shareholders represented/present at the Meeting.


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 2013. 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 2012. 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.


this agenda item. The Chairman then explained – in general terms – the legal framework

under Dutch law in relation to this agenda item. The Chairman then explained that the

proposal is 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 2013. This proposed designation of the Board of Supervisory

Directors shall furthermore be in addition to – expand – the authority granted to the Board

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of Supervisory Directors in the Annual General Meeting of Shareholders of Funcom N.V.

of 27 June 2012. 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, which authorization includes the authorization to – during

(a) the period of this proposed designation of the Board of Supervisory Directors and (b)

the period of the authority granted to the Board of Supervisory Directors in the Annual

General Meeting of Shareholders of Funcom N.V. of 27 June 2012 – 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.











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. 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

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N.V. to be held in the year 2013. 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 2012. 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.




proposal is to designate (aanwijzen), pursuant to Section 4.3 of Funcom N.V.’s articles of


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 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 2013. 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 2012. 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, which authorization includes the authorization to – during

(a) the period of this proposed designation of the Board of Supervisory Directors and (b)

the period of the authority granted to the Board of Supervisory Directors in the Annual

General Meeting of Shareholders of Funcom N.V. of 27 June 2012 – 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. 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.

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there were nil abstentions. He then recorded that the proposal was agreed to by unanimous

vote of the shareholders represented/present at the Meeting and therefore by the required

(super) majority of votes of the shareholders represented/present at the Meeting.


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


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 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.




proposal is to designate (aanwijzen), in addition to the proposed designation under 4 above,

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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 2013. 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 2012.

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,

which authorization includes the authorization to – during (a) the period of this proposed

designation of the Board of Supervisory Directors and (b) the period of the authority

granted to the Board of Supervisory Directors in the Annual General Meeting of

Shareholders of Funcom N.V. of 27 June 2012 – 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.











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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 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


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 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.




proposal is 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 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 2013. This proposed designation of the Board of Supervisory Directors

shall also be in addition to – expand – the authority granted to the Board of Supervisory


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, which authorization includes

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the authorization to – during (a) the period of this proposed designation of the Board of

Supervisory Directors and (b) the period of the authority granted to the Board of

Supervisory Directors in the Annual General Meeting of Shareholders of Funcom N.V. of

27 June 2012 – designate (aanwijzen), pursuant to Section 4.3 of Funcom N.V.’s articles of





N.V.








there were nil abstentions. He then recorded that the proposal was agreed to by unanimous

vote of the shareholders represented/present at the Meeting and therefore by the required

(super) majority of votes of the shareholders represented/present at the Meeting.



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

2016. 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

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N.V. of 27 June 2012. 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





proposal is 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 2016. This proposed designation of the

Board of Supervisory Directors shall furthermore be in addition to – expand – the authority


Shareholders of Funcom N.V. of 27 June 2012. 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





27 June 2012 – 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.



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were 12,153,909votes in favor of the proposal, 1,313,723 votes against the proposal and

that there were nil abstentions. He then recorded the fact that the proposal was agreed to by

a majority of votes of the shareholders represented/present at the Meeting.



and 7 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 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 2016.

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 2012. 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.




proposal is 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




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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 2016. This proposed designation of the Board of Supervisory

Directors shall also be in addition to – expand – the authority granted to the Board of


27 June 2012. 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,

which authorization includes the authorization to – during (a) the period of this proposed

designation of the Board of Supervisory Directors and (b) the period of the authority



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. 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.







were 12,605,909 votes in favor of the proposal, 861,723 votes against the proposal and that

there were nil abstentions. He then recorded that the proposal was agreed to by 93,60%

(rounded) of the votes cast by the shareholders represented/present at the Meeting and

therefore by the required (super) majority of votes of the shareholders represented/present

at the Meeting.


10. Proposal to designate (aanwijzen), in addition to the proposed designation under 4, 6

14

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 2016. 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.




proposal is 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 the 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 2016. 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

15

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, which authorization includes the authorization to – during (a) the period of this

proposed designation of the Board of Supervisory Directors and (b) the period of the

authority granted to the Board of Supervisory Directors in the Annual General Meeting of


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.

The Chairman noted that this proposed designation of the Board of Supervisory Directors

shall be in addition to – expand – the authority granted to the Board of Supervisory












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 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

16

Meeting of Shareholders of Funcom N.V. to be held in the year 2016. 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





proposal is 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




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 2016.

The Chairman noted that this proposed designation of the Board of Supervisory Directors

shall be in addition to – expand – the authority granted to the Board of Supervisory


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





27 June 2012 – designate (aanwijzen), pursuant to Section 4.3 of Funcom N.V.’s articles of





N.V.

17








were nil abstentions. He then recorded that the proposal was agreed to by /unanimous vote

of the shareholders represented/present at the Meeting and therefore by the required (super)

majority of votes of the shareholders represented/present at the Meeting.


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 (www.oslobors.no) and

at Funcom N.V.’s website (www.funcom.com), 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.


this agenda item. The Chairman then explained that the proposal is to amend the Articles of

Association of the Company in accordance with the draft text as prepared by Caminada

Notarissen, with reference RR/GE/542086594/STATUTENWIJZIGING, further to a

proposal from the Board of Supervisory Directors to that end. The Chairman noted that the

draft text has been deposited for inspection by the shareholders and other persons entitled

thereto at the registered address of the Company, and has been made available on the

website of the Oslo Stock Exchange and on the Company’s website as from 13 March 2013

up to and including today. The Chairman explained that the proposal also includes

authorizing (machtiging verlenen) the persons employed at the office of Caminada

http://www.oslobors.no/

http://www.funcom.com/

18

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 expedient.








were nil abstentions. He then recorded that the proposal was agreed to by unanimous vote

of the shareholders represented/present at the Meeting and therefore by the required (super)



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 2013.




proposal is 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 2013.

19

The Chairman explained that 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 Chairman furthernore explained that 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.










20


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.




proposal is 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.

The Chairman recorded that this monetary compensation at the pro-rata portion of EUR

12,000 (twelve thousand Euro) for the 2013 financial year is in line with a proposal from

the Board of Supervisory Directors to that end.








there were nil abstentions. He then recorded the fact that the proposal was agreed to by a



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

21

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.




proposal is 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.











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 (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 2013.

22




proposal is 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 (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 2013.

The Chairman explained that Mr. Grøneng was born on 2 July 1981 and Mr. Grøneng has a

background as management consultant in McKinsey & Company (2006-2009) 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 Chairman furthernore explained that 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.










23


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.




proposal is 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.

The Chairman recorded that this monetary compensation at the pro-rata portion of EUR

12,000 (twelve thousand Euro) for the 2013 financial year is in line with a proposal from

the Board of Supervisory Directors to that end.









unanimous vote the shareholders represented/present at the Meeting.


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

24

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.




proposal is 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.











19. Proposal to set the number of Supervisory Directors at 5 (five).


this agenda item. The Chairman then explained that the proposal is to set the number of

25

Supervisory Directors at 5 (five). The Chairman explained that this should be effective as

of the date of the Meeting.

The Chairman explained that Mr. Claus Hojbjerg Andersen resigned effectively 20

December 2012 and that the Company – with the appointment of each Mr. Gladhaug and

Mr. Grøneng – as of today has 5 (five) Supervisory Directors.











20. Closing.

The Chairman recorded the fact that no items other than the above had been placed on the

agenda by those entitled thereto pursuant to the law and the provisions of the articles of

association nor that any one of the individuals in attendance wished to bring any further

issues to the attention of the Meeting.

There being no further business to be transacted, the Chairman closed the Meeting at 12.15

p.m.

26

24 April 2013

Chairman

____________________

F.L. Weidema

Secretary

____________________

R.P.A. Verschuren

Documents

FUNCOM N.V. MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF