Rovio Entertainment Corporation IPO on 3 April 2023 at 16:15 EEST
Resolutions of the Annual General Meeting of Rovio Entertainment Corporation
The Annual General Meeting of Rovio Entertainment Corporation was held on April 3, 2023 starting at 1:00 p.m. at Hanaholmen, Hanasaarenranta 5, Espoo, Finland. The General Assembly accepted all the proposals to the General Assembly from the Board of Directors and the Board of Election of Shareholders, approved the financial report for the financial year 2022, approved the report on the remuneration of the company’s management bodies and released the company’s management from liability.
Using the profit shown in the balance sheet and paying a dividend
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, to distribute a dividend of EUR 0.13 per share. The rest of the distribution funds will be retained in equity. The dividend will be paid to shareholders who, on the dividend payment record date of April 5, 2023, are entered in the company’s shareholder register maintained by Euroclear Finland Ltd. The dividend will be paid on April 14, 2023.
Election and remuneration of the members of the Board of Directors
The Annual General Meeting decided that the Board of Directors will consist of six (6) members. Niklas Hed, Camilla Hed-Wilson, Kim Ignatius, Björn Jeffery and Langer Lee, as well as Henna Mäkinen as a new member, were elected as members of the Board of Directors for the term ending at the close of the Annual General Meeting in 2024.
Kim Ignatius was elected Chairman of the Board of Directors.
Björn Jeffrey was elected Vice-Chairman of the Board of Directors.
The remuneration of the members of the Board of Directors remains unchanged, and the monthly remuneration will be paid as follows: to the Chairman of the Board of Directors EUR 9,500, to the Deputy Chairman of the Board of Directors EUR 7,500, to the other members of the Board of Directors EUR 5,000 each and as an additional monthly remuneration of the Chairman of the Audit Committee EUR 2,500. If the Chairman of the Audit Committee is the Chairman or Vice-Chairman of the Board of Directors, no additional compensation shall be paid. The Company will reimburse Board members and committee members for reasonable travel expenses arising from Board or committee work.
Selection and remuneration of the auditor
Ernst & Young Oy, chartered accountants, was re-elected as the company’s auditor. Ernst & Young Oy has notified that Terhi Mäkinen, APA, will act as auditor with primary responsibility. The term of office of the auditor will end at the close of the annual general meeting in 2024. The auditor will be remunerated according to the auditor’s reasonable invoice approved by the company.
Authorization of the Board of Directors to decide on the redemption and/or acceptance as a pledge of the company’s own shares
The General Assembly authorized the Board of Directors to make a decision to buy back and/or pledge the company’s own shares. The number of own shares that are redeemed and/or pledged may not exceed 8,296,382 shares, which corresponds to approximately 10 percent of all current company shares. The company together with its subsidiaries may not at any time own or hold as pledge more than 10 percent of all shares of the company.
Only the company’s unrestricted equity capital may be used to repurchase treasury shares based on the authorization. Treasury shares may be repurchased at a price formed in trading on a regulated market on the date of repurchase or otherwise at a price formed in the market. The board of directors has the right to decide how the shares are to be redeemed and/or accepted as collateral. Treasury shares may be repurchased except in proportion to the shares held by shareholders (directed repurchase).
The authorization is effective until the close of the next annual general meeting, but no later than June 30, 2024.
Authorization of the Board of Directors to make decisions regarding the issuance of shares and the issuance of special rights entitling shares
The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares specified in Chapter 10, Section 1 of the Companies Act. The number of new shares to be issued pursuant to the authorization may not exceed an aggregate maximum of 8,296,382 shares, which corresponds to approximately 10 percent of all current shares of the company. In addition to the authorization to issue new shares, the Board of Directors may decide to transfer a total maximum of 8,296,382 treasury shares held by the company.
The board of directors has the right to decide on all terms of the issue of shares and special rights entitling to shares, and has the right to deviate from the rights of the shareholders for pre-emptive subscription (directed issue).
The authorization is effective until the close of the next annual general meeting, but no later than June 30, 2024.
Decisions made by the organizational meeting of the Board of Directors
At its organizational meeting held immediately after the General Meeting, the Board of Directors elected from among its members Kim Ignatius (Chair), Camilla Head-Wilson and Hena Makinen as members of the Audit Committee and Camilla Head-Wilson (Chair), Kim Ignatius and Björn Jeffrey as members of the Remuneration Committee.
In Espoo, 3 April 2023
ROVIO ENTERTAINMENT CORPORATION
BOARD OF DIRECTORS
More information:
Mina Raitanen, General Counsel
[email protected]
+358 40 730 3442 (Investor Relations Phone)
Distribution:
Nasdaq Helsinki Ltd
Mainstream media
https://investors.rovio.com/en
About Rovio:
Rovio Entertainment Corporation is a global mobile gaming company that creates, develops and publishes mobile games that have been downloaded over 5 billion times. Rovio is best known for the global Angry Birds brand, which started as a popular mobile game in 2009 and has since evolved from games to various entertainment, animation and consumer products in the brand’s licensing. Rovio produced The Angry Birds Movie (2016) and its sequel, The Angry Birds Movie 2, was released in 2019. The company offers numerous mobile games and has eight game studios – one in Espoo (Finland), one in Stockholm (Sweden) , one in Copenhagen (Denmark), one in Barcelona (Spain), two in Montreal and one in Toronto (Canada). The studios also include a subsidiary in Izmir (Turkey) called Ruby Games, which was acquired in 2021. Most employees are based in Finland, where Rovio is headquartered. The company’s shares are listed on the main list of the NASDAQ Helsinki stock exchange under the trading code ROVIO.
