PROSPECTUS FUNCOM N.V. (A Dutch public limited liability company incorporated and organized under the laws of the Netherlands, registered with the Commercial Register of the Chamber of Commerce (Handelsregister van de Kamer van Koophandel) under registration number 28073705) Listing of 95,970,000 New VPS Shares and 42,777,778 Conversion VPS Shares, issued in a Private Placement and through a Debt Conversion Offering of up to 15,000,000 VPS Offer Shares in a Subsequent Offering to Eligible Shareholders The Company is offering up to 15,000,000 VPS Offer Shares in the Company with a nominal value of EUR 0.04 each at a subscription price of NOK 0.55 per VPS Offer Share. Holders of the Company's Shares (save for the VPS Registrar in its capacity as VPS Registrar) as of 30 June 2016, as registered in the VPS and the Company' shareholders' register in the Netherlands as of 4 July 2016 who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the Eligible Shareholders) are being granted tradable Subscription Rights that, subject to applicable law, provide preferential rights to subscribe for and be allocated VPS Offer Shares in the Subsequent Offering. Eligible Shareholders will be granted 0.0649 Subscription Rights for each VPS Share held. Each Subscription Right will give the right to subscribe for one (1) VPS Offer Share. The Subscription Period commences on 5 July 2016 and expires on 8 August 2016 at 16.30 CET. Subscription Rights not sold prior to 16.30 CET on 4 August 2016 or used to subscribe for VPS Offer Shares prior to 16.30 CET on 8 August 2016 will lapse without compensation to the holder and consequently be of no value. The Company is not taking any action to permit a public offering of the Subscription Rights or the VPS Offer Shares in any jurisdiction outside of the Netherlands or Norway. The VPS Offer Shares are being offered only in those jurisdictions in which, and only to those persons whom, offers of the VPS Offer Shares (pursuant to the exercise of Subscription Rights or otherwise) may lawfully be made. For more information regarding restrictions in relation to the Subsequent Offering pursuant to this Prospectus, please refer to Section 14 "Selling and Transfer restrictions". In order to facilitate registration of the Company Shares issued in connection with the Private Placement and the Debt Conversion with the VPS, and hence trading of the New VPS Shares and the Conversion VPS Shares on Oslo Børs, such Company Shares were registered in the name of the VPS Registrar in the Company's shareholders' register in the Netherlands. The same arrangement will be made in respect of the VPS Offer Shares. On this basis, the VPS Registrar registered in respect of the Company Shares issued in connection with the Private Placement and the Debt Conversion and will register in respect of the new Company Shares to be issued in connection with the Subsequent Offering, depositary interest, in book-entry form, in those Company Shares with the VPS. Therefore, it is not the underlying Company Shares as such, but depositary book-entry form interests in those shares, that were or will be registered with the VPS and which are or will be tradable on Oslo Børs. The majority of the Company's existing Company Shares have been registered in the VPS and are tradable on Oslo Børs under the same arrangement as described above. References in this Prospectus to "VPS Shares" in the Company being listed or traded on Oslo Børs shall, where the context so requires or permits, mean the depositary book-entry form interests in those shares and references in this Prospectus to "Company Shares" means the underlying shares registered in the Company's shareholders' register in the Netherlands. Manager: The date of this Prospectus is 10 June 2016 IMPORTANT INFORMATION For the definition of certain capitalized terms used throughout this Prospectus, please refer to Section 16 "Definitions and glossary of terms" which also applies to the front page. This prospectus (the "Prospectus") has been prepared in order to provide information about Funcom N.V. ("Funcom", the "Offeror" or the "Company") and its business and consolidated subsidiaries (the "Group") in connection with the listing of 95,970,000 Depositary Receipts (the "New VPS Shares") over new underlying ordinary shares in the Company (the "Company Shares") issued in a private placement announced on 26 May 2016 (the "Private Placement"), the listing of 42,777,778 Depositary Receipts (the "Conversion VPS Shares") over new Company Shares issued pursuant to a conversion of USD 7.7 million of outstanding debt (the "Debt Conversion") (the listing of the New VPS Shares and the Conversion VPS Shares is hereinafter referred to as the "Listing") and the offering of 15,000,000 Depositary Receipts (the "VPS Offer Shares") over new Company Shares in a subsequent offering directed towards Eligible Shareholders (the "Subsequent Offering"). The Company reserves the right to issue less Company Shares and VPS Offer Shares than offered if the number of subscriptions in the Subsequent Offering is lower than the amount of VPS Offer Shares offered. This Prospectus has been prepared solely in the English language. The Prospectus has been reviewed and approved by and filed with the Netherlands Authority for the Financial Market (Stichting Autoriteit Financiële Markten ("AFM")) pursuant to 5.9 of the Dutch Act on financial supervision (Wet op het financieel toezicht) (the "Dutch Financial Supervision Act" or "DFSA"). The AFM has neither undertaken any form of control nor approval of matters pursuant to company law described in or otherwise covered by this Prospectus. As the Company qualifies as a "Small or Medium Size Enterprise", or an SME, the level of disclosure in this Prospectus is proportionate to this type of issuer, cf. EC Commission Regulation EC/486/2012. This Prospectus has been passported into Norway in accordance with section 5:10 DFSA and section 7-9 of the Norwegian Securities Trading Act in order to conduct the Subsequent Offering in Norway. Any new material information and any material inaccuracy that might have an effect on the assessment of the VPS Shares arising after the date of publication of this Prospectus and prior to the completion of the Listing and the Subsequent Offering will be published and announced as a supplement to this Prospectus in accordance with section 5.23 DFSA. Without limiting the manner in which the Company may choose to make public announcements, and subject to the Company's obligations under applicable law, announcements in relation to the matters described in this Prospectus will be considered to have been made once they have been received by Oslo Børs and distributed through its information system, published on the Company's website and filed with the AFM. All inquiries relating to this Prospectus must be directed to the Company. No other person is authorized to give information or to make any representation in connection with the Listing and the Subsequent Offering. If any such information is given or made, it must not be relied upon as having been authorized by the Company or by any of the employees, affiliates or advisers or any of the foregoing. ABG Sundal Collier ASA (the "Manager") does not make any representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Manager. The Manager disclaims all and any liability, whether arising in tort or contract or otherwise, which it might otherwise have in respect of this Prospectus or any such statement. The distribution of this Prospectus may be restricted by law in certain jurisdictions. The Company requires persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer of, or a solicitation of an offer to purchase, any securities in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. 2 av 165 Neither the New VPS Shares, the Conversion VPS Shares, the VPS Offer Shares nor the underlying Company Shares have been and will not be registered under the U.S. Securities Act of 1933 as amended (the "US Securities Act"), or with any securities authority of any state of the United States. The New VPS Shares, the Conversion VPS Shares, the VPS Offer Shares and the underlying Company Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States, Canada, Japan or Australia. The content of this Prospectus are not to be construed as legal, business, financial or tax advice. Each prospective investor should consult its own legal advisor, business advisor, financial advisor or tax advisor as to legal, business, financial and tax advice. An investment in the Company involves inherent risk, and several factors could cause the actual results, financial performance and results of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Prospectus, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in market development, limited liquidity in the Shares, as well as other company specific risk factors. Please refer to Section 2 "Risk Factors" for a description of material risk factors related to the Company, the Shares, the Private Placement and the Subsequent Offering.