Rovio Entertainment Corp.: Decisions of the Annual General Meeting and the organizing meeting of the Board of Directors of Rovio Entertainment Corporation
Rovio Entertainment Corporation Stock Exchange Release April 3, 2023 at 4:15 p.m. EEST
Decisions of the Annual General Meeting of Rovio Entertainment Corporation
The Annual General Meeting of Rovio Entertainment Corporation was held on April 3, 2023, beginning at 1.00 p.m. at Hanaholmen, at the address Hanasaarenranta 5, Espoo, Finland. The Annual General Meeting adopted all the proposals to the General Meeting by the Board of Directors and the Shareholders’ Nomination Board, approved the financial statements for the financial year 2022, approved the remuneration report for the company’s governing bodies and discharged the company’s management from liability.
Use of the profit shown on the balance sheet and payment of 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 remaining part of the distributable funds will be retained in the shareholders’ equity. The dividend will be paid to shareholders who on the record date of the dividend payment April 5, 2023 are recorded in the company’s shareholders’ register held 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 shall comprise 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 members of the Board of Directors for the term of office ending at the closure of the Annual General Meeting in 2024.
Kim Ignatius was elected Chair of the Board of Directors.
Björn Jeffery was elected Vice Chair of the Board of Directors.
The remuneration of the members of the Board of Directors was kept unchanged and monthly remuneration will be paid as follows: to the Chair of the Board of Directors EUR 9,500, to the Vice Chair of the Board of Directors EUR 7,500, to the other members of the Board of Directors EUR 5,000 each, and as additional monthly compensation to the Chair of the Audit Committee EUR 2,500. If the Chair of the Audit Committee is the Chair or Vice Chair of the Board of Directors, no additional compensation will be paid. The company will compensate reasonable travel expenses of the Board members and committee members arising from Board or committee work.
Election and remuneration of the auditor
Ernst & Young Oy, authorized public accountants, was re-elected auditor of the company. Ernst & Young Oy has notified that Terhi Mäkinen, APA, will act as the auditor with principal responsibility. The auditor’s term of office will end at the closure of the Annual General Meeting in 2024. The auditor will be paid remuneration according to the auditor’s reasonable invoice approved by the company.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares
The Annual General Meeting authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares. The number of own shares to be repurchased and/or accepted as pledge may not exceed 8,296,382 shares, which corresponds to approximately 10 percent of all the current shares of the company. The company together with its subsidiaries cannot at any moment own or hold as pledge more than 10 percent of all the shares of the company.
Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization. Own shares can be repurchased at a price formed in trading on a regulated market on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors is entitled to decide how shares are repurchased and/or accepted as pledge. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase).
The authorization is in force until the closing of the next Annual General Meeting, however no longer than until June 30, 2024.
Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to 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 referred to in Chapter 10 Section 1 of the Companies Act. The number of new shares to be issued on the basis of the authorization may not exceed an aggregate maximum of 8,296,382 shares, which corresponds to approximately 10 percent of all the current shares of the company. In addition to the authorization to issue new shares, the Board of Directors may decide on the conveyance of an aggregate maximum of 8,296,382 own shares held by the company.
The Board of Directors is entitled to decide on all terms of the issuance of shares and of special rights entitling to shares and it is entitled to deviate from the shareholders’ pre-emptive subscription rights (directed issue).
The authorization is in force until the closing of the next Annual General Meeting, however no longer than until June 30, 2024.
Decisions taken by the organizing meeting of the Board of Directors
In its organizing meeting, which was held immediately after the General Meeting, the Board of Directors elected from amongst its members Kim Ignatius (Chair), Camilla Hed-Wilson and Henna Mäkinen as members of the Audit Committee, and Camilla Hed-Wilson (Chair), Kim Ignatius and Björn Jeffery as members of the Remuneration Committee.
In Espoo, April 3, 2023
ROVIO ENTERTAINMENT CORPORATION
THE BOARD OF DIRECTORS
Additional information:
Minna Raitanen, General Counsel
RovioIR@rovio.com
+358 40 730 3442 (Investor Relations phone)
Distribution:
Nasdaq Helsinki Ltd
Principal media
https://investors.rovio.com/en
About Rovio:
Rovio Entertainment Corporation is a global mobile-first games company that creates, develops and publishes mobile games, which 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, animations and consumer products in brand licensing. Rovio has produced The Angry Birds Movie (2016), and its sequel, The Angry Birds Movie 2 was released in 2019. The company offers multiple 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 of the employees are based in Finland where Rovio is headquartered. The company’s shares are listed on the main list of NASDAQ Helsinki stock exchange with the trading code ROVIO.
