Prospectus Hugo Games A/S (a Danish public limited liability company) ---------------------------------------------------------- Listing of 18,523,361 New Shares in connection with a Private Placement completed on 20 November 2017 Subsequent Offering and listing of up to 1,476,000 Offer Shares at a Subscription Price of NOK 2.40 per Offer Share with non-transferable Subscription Rights for Eligible Shareholders Subscription Period for the Subsequent Offering: From 8 January 2018 to 16:30 hours (CET) on 15 January 2018 ---------------------------------------------------------- The information in this prospectus (the “Prospectus”) relates to (i) the listing on Oslo Axess, a stock exchange operated by Oslo Børs ASA (the "Oslo Stock Exchange"), of 18,523,361 new shares, each with a nominal value of DKK 0.50 (the “New Shares”), issued at a subscription price of NOK 2.40 (the “Subscription Price”) in Hugo Games A/S (the “Company”), a public limited liability company incorporated under the laws of Denmark (together with its consolidated subsidiaries, “Hugo Games” or the “Group”) in connection with a private placement completed on 20 November 2017 (the “Private Placement”) and (ii) the subsequent offering and listing on Oslo Stock Exchange of up to 1,476,000 offer shares, each with a nominal value of DKK 0.50 (the “Offer Shares”), at a subscription price equal to the Subscription Price (reference to the Subscription Price in this Prospectus shall be a reference to the subscription price in the Private Placement or the Subsequent Offering, as the case may be). The shareholders of the Company as of the end of 20 November 2017 (as registered in the Company’s shareholder register in the Norwegian Central Securities Depository (“Verdipapirsentralen” or “VPS”) as of 22 November 2017 (the “Record Date”)), except for (i) shareholders who were allocated New Shares in the Private Placement and (ii) shareholders who are resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway or Denmark, would require any filing, registration or similar action (the “Eligible Shareholders”) will be granted non-transferable subscription rights ("Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and to be allocated Offer Shares at the Subscription Price (such offering of Offer Shares upon exercise of Subscription Rights, hereinafter the “Subsequent Offering”). Each Eligible Shareholder will be granted approximately 0.0949 non-transferable Subscription Rights for each existing share in the Company held as of the Record Date, rounded down to the nearest whole Subscription Right. The holders of Subscription Rights will, subject to applicable law, be entitled to subscribe for and be allocated one Offer Share for each Subscription Right held. The Subscription Rights will be registered on each Eligible Shareholder’s account in the VPS. Subscription Rights will not be issued in respect of shares held in treasury by the Company. Over-subscription and subscription without Subscription Rights is not permitted. The subscription period for the Subsequent Offering will commence at 09:00 hours (Central European Time, “CET”) on 8 January 2018, and expire on 15 January 2018 at 16:30 hours (CEST) (the “Subscription Period”). The due date for the payment for the Offer Shares will be on or about 17 January 2018. Delivery of the Offer Shares is expected to take place on or about 22 January 2018. The Offer Shares will be delivered through the facilities of the VPS. SUBSCRIPTION RIGHTS THAT ARE NOT USED TO SUBSCRIBE FOR OFFER SHARES BEFORE THE EXPIRY OF THE SUBSCRIPTION PERIOD WILL HAVE NO VALUE AND WILL LAPSE WITHOUT COMPENSATION TO THE HOLDER. The Offer Shares will be registered in the VPS in book entry form and will carry full voting rights. All the Company’s shares (the “Shares”) rank in parity with one another and carry one vote per Share. Except where the context otherwise requires, references in this Prospectus to the Shares include the New Shares and the Offer Shares. The Shares are listed on the Oslo Stock Exchange under the ticker code "HUGO". Investing in the Company and the Shares involves material risks and uncertainties. See Share Securities Note Section 1 “Risk Factors” and page 2-3 “Note Regarding Forward-Looking Statements”. Manager Norne Securities AS 4 January 2018 Important notice Please see pages 138 for definitions, which also apply to the front page. This Prospectus, dated 4 January 2018, has been prepared by the Company solely for use in connection with the Subsequent Offering and the listing of the Offer Shares and the New Shares on the Oslo Stock Exchange. As this Subsequent Offering is addressed to the Company's shareholders, the level of disclosure in this Prospectus is proportionate to this type of issue cf. EC Commission Regulation EC/809/2004 article 26a (3). The Prospectus has further been prepared to comply with the Danish Securities Trading Act and related legislation and regulations. The Prospectus has been prepared in the English language with a Danish summary. The Prospectus has been passported to Norway in accordance with section 7-9 of the Norwegian Securities Trading Act. The Company has furnished the information in this Prospectus. All inquiries relating to this Prospectus must be directed to the Company or the Manager. No other person is authorized to give any information about or to make any representations on behalf of the Company in connection with 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 the Manager. The information contained herein is of the date hereof and subject to change, completion and amendment without notice. In accordance with Danish legislation, every new circumstance, material error, or inaccuracies which may have significance for the assessment of the Offer Shares, and which are brought to light between approval of the Prospectus and admission to trading of the Offer Shares, will be included in a supplement to the Prospectus. Such supplementary prospectus shall be approved by the Financial Supervisory Authority and be published. Publication of this Prospectus shall not create any implication that there has been no change in the Company’s affairs or that the information herein is correct as of any date subsequent to the date of the Prospectus. The contents of this Prospectus are not to be construed as legal, business, financial or tax advice. Each reader of this Prospectus should consult with its own legal, business, financial or tax advisor as to legal, business, financial or tax advice. If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser before making any investment decision. This Prospectus is subject to Danish law. Any dispute arising in respect of or in connection with this Prospectus or the Subsequent Offering is subject to the exclusive jurisdiction of the Danish courts with applicable Danish court as legal venue. Prospective investors are expressly advised that an investment in the Company’s shares entails financial and legal risk and that they should therefore read this Prospectus entirely and particularly the section entitled “Risk Factors”, starting on page [ ] when considering an investment in the Company’s shares. The distribution of this Prospectus may in certain jurisdictions be restricted by law. Persons in possession of this Prospectus are required 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 of the Offer Shares in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. No one has taken any action that would permit a public offering of Offer Shares to occur outside of Denmark and Norway. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the “Securities Act”), or with any securities authority of any state of the United States. The Offer Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States, Canada, Japan or Australia. Note Regarding Forward-Looking Statements This Prospectus includes “forward-looking” statements, including, without limitation, projections and expectations regarding the Company’s future business strategy, plans and objectives. All forward-looking statements included in this document are based on information available to the Company, and views and assessments of the Company, as of the date of this Prospectus. The Company expressly disclaims any obligation or undertaking to release any updates or revisions of the forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless such update or revision is prescribed by law. When used in this document, the words “anticipate”, “believe”, “estimate”, “expect”, “seek to” and similar expressions, are intended to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking