Fly Play hf.: Results of the AGM and Proposed Public Share Offering

The Annual General Meeting of Fly Play hf. (“PLAY” or “the Company”) was held on Thursday, March 21, 2024, at Setrid, Grand Hotel, Reykjavik. Attached are the results of the meeting.

The meeting approved the authorization for the Board of Directors to increase the Company’s share capital by up to 1,200,000,000 shares, each in the nominal value of ISK 1, in order to fulfill the previously announced subscription commitments, as well as in preparation of a public offering. As described below the full amount of the authorization will not be used.

It was disclosed at the meeting that the Company’s Board of Directors will use the aforementioned authorization as follows:

• 1,000,000,000 shares at a subscription rate of ISK 4.5 per share will be used to fulfil the Company's obligation under already received subscription commitments aggregating ISK 4,500,000,000 from investors among existing shareholders and other investors.
• Up to 111,111,112 shares at a nominal subscription rate of ISK 4.5 per share aggregating up to ISK 500,000,004, will be offered in a public offering that will take place from April 9, 2024, until April 11, 2024.
• Any unused portion of the authorization will expire.

Other proposals submitted to the meeting by the Board of Directors were also approved.

Following the Annual General Meeting, the new Board of Directors held its first board meeting where it voted Sigurður Kári Kristjánsson as Chairman of the Board and Elías Skúli Skúlason as Vice Chairman.

The Company's Sustainability Report was also published on the morning of Marh 21 on the Company’s website.

Public offering of new shares, April 9-11, 2024

In addition to the aforementioned share subscription commitments, PLAY will initiate a public offering that will consist of up to 111,111,112 new shares issued by PLAY at the subscription price of ISK 4.5, equivalent to up to ISK 500,000,004.To secure shareholder equality, current shareholders, other than those who have already subscribed for new shares, will have priority for subscription in case of oversubscription.

The offering will commence at 10:00 (GMT) on Tuesday, April 9, 2024, and end on Thursday, April 11, 2024, at 16:00 (GMT). The Company and its advisors reserve the right to extend the subscription period. Subscriptions from investors will be accepted in a special subscription system that investors can access via the website www.arctica.is/en/play-offering.

An open investor meeting will be held at 10:00 GMT on Tuesday, April 9, 2024 at PLAY’s offices at Suðurlandsbraut 14. The live stream will be available on the website www.arctica.is/en/play-offering, as well as on PLAY’s website.

The summarized results of the offering are expected to be announced publicly on April 11, 2024, and subscribers are expected to be notified of allocation on April 15, 2024. Final due date for payment of accepted subscriptions is scheduled on February 23, 2024.

Investors can obtain information about the offering and assistance with the registration of subscriptions from Arctica Finance’s Corporate Finance division via the email address PLAY@arctica.is or by phone at 513-3300, or Fossar Investment Bank’s Corporate Finance division via the email address ftr@fossar.is or by phone at 522-4000, between 09:00 and 16:00 on April 9, 2024, until April 11, 2024.

The offering is exempted from the obligation to publish a prospectus, in accordance with the provisions of Article 3, paragraph 1 under the Act on Prospectus for Public Offering or Admission to Trading on a Regulated Market No. 14/2020.

The offering is managed by Arctica Finance hf., as a Lead Financial Advisor, overseeing the issue and listing of the new shares and handling the settlement of the offering. Arctica Finance hf. and Fossar Investment Bank hf. act as Joint Bookrunners in the offering and Greenhill (Mizuho) acts as an advisor.

Attachment

• Fly Play - Results of AGM - 2024

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