Rovio Entertainment Corp.: Notice to the Annual General Meeting of Rovio Entertainment Corporation
Rovio Entertainment Corporation Stock Exchange Release March 10, 2023 at 3.00 p.m. EET
Notice to the Annual General Meeting of Rovio Entertainment Corporation
Notice is given to the shareholders of Rovio Entertainment Corporation (the “Company”) of the Annual General Meeting to be held on Monday, April 3, 2023 at 1:00 p.m. (Finnish time) at Hanaholmen, Hanasaarenranta 5, FI-02100 Espoo. The reception of persons who have registered for the Annual General Meeting and the distribution of voting tickets will commence at the venue at 12:00 noon. Coffee will be served at the venue before the meeting starting at 12:00 noon.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the report of the Board of Directors and the Auditor’s report for the year 2022
– Review by the CEO
The Financial Statements, the report of the Board of Directors and the auditor’s report are available on the Company‘s website at https://investors.rovio.com/en/releases-events/general-meetings/annual-general-meeting-2023.
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The distributable funds of Rovio Entertainment Corporation as at December 31, 2022 amounted to EUR 216,685,467.18 including the profit of the financial period 2022 of EUR 334,327.87.
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.13 per share be paid by Rovio Entertainment Corporation based on the financial statements for the year 2022.
Based on the number of shares outstanding as at March 10, 2023 the total amount of the proposed dividend would be EUR 9,895,547.87. The Board of Directors proposes that the remaining part of the distributable funds be retained in the shareholders’ equity. Dividend shall be paid to shareholders who on the record date of the dividend payment April 5, 2023 are recorded in the Company’s shareholder register held by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on April 14, 2023.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Presentation of the Remuneration Report for governing bodies
The Remuneration Report is available on the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/annual-general-meeting-2023. The resolution concerning approval of the Remuneration Report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board of the Company proposes to the Annual General Meeting that the remuneration of the Board of Directors remain unchanged and that the members of the Board of Directors be paid the following monthly remuneration: EUR 9,500 for the Chair of the Board of Directors, EUR 7,500 for the Vice Chair of the Board and EUR 5,000 for each of the other members of the Board of Directors, as well as EUR 2,500 for the Chair of the Audit Committee as additional monthly compensation. If the Chair of the Audit Committee is the Chair or Vice Chair of the Board of Directors no additional compensation shall be paid.
The Company shall compensate reasonable travel expenses of the Board members and committee members arising from Board or committee work.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board of the Company proposes to the Annual General Meeting that the number of the members of the Board of Directors be six (6).
13. Election of members and Chair as well as Vice Chair of the Board of Directors
The Shareholders’ Nomination Board of the Company proposes to the Annual General Meeting that the current members of the Board of Directors Niklas Hed, Camilla Hed-Wilson, Kim Ignatius, Björn Jeffery, and Langer Lee be re-elected as members of the Board and that Henna Mäkinen be elected as a new member of the Board for the term ending at the closure of the Annual General Meeting in 2024.
Henna Mäkinen, born 1981, is the CFO of Supermetrics Oy. She holds degrees of M.Sc. in Economics from Turku School of Economics and LL.M. from the University of Turku. She has a strong CFO background and hands-on experience from growth companies as well as broad corporate governance experience in publicly listed companies.
Leemon Wu has informed that she will not be available for re-election as a member of the Company’s Board of Directors.
The Shareholders’ Nomination Board proposes that the Annual General Meeting resolves to elect Kim Ignatius as Chair of the Board of Directors and Björn Jeffery as Vice Chair of the Board of Directors for the term ending at the closure of the Annual General Meeting in 2024.
All candidates have given their consent to the election. A presentation of the new candidate and evaluation of their independence is available on Rovio Entertainment Corporation’s website at https://investors.rovio.com/en/releases-events/general-meetings/annual-general-meeting-2023. Information on the other nominees and evaluation of their independence is available on Rovio Entertainment Corporation’s website at https://investors.rovio.com/en/governance/board-of-directors.
14. Resolution on the remuneration of the Auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the Auditor’s fees be paid according to the Auditor’s reasonable invoice approved by the Company.
15. Election of Auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that audit firm Ernst & Young Oy be elected as the Company’s Auditor for the term ending at the closing of the Annual General Meeting in 2024. Ernst & Young Oy has announced that it will appoint Terhi Mäkinen, APA, as the principally responsible auditor.
The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014). The Audit Committee hereby confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.
16. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of an aggregate maximum of 8,296,382 of the Company’s own shares. The proposed number of shares corresponds to approximately 10 percent of all the current shares of the Company. However, 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.
Own shares may be repurchased on the basis of this authorization only by using unrestricted equity. 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 shall be in force until the closing of the next Annual General Meeting, however no longer than until June 30, 2024.
17. Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorizes 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 as follows: This authorization applies to both the issuance of new shares and the conveyance of own shares held by the Company. The number of new shares to be issued on the basis of this authorization shall 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, the Board of Directors may decide on the conveyance of an aggregate maximum of 8,296,382 own shares held by the Company, which corresponds to approximately 10 percent of all the current shares of 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 shall be in force until the closing of the next Annual General Meeting, however no longer than until June 30, 2024.
18. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for the decisions on the agenda of the Annual General Meeting and this notice are available on Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/annual-general-meeting-2023. The Financial Statements of Rovio Entertainment Corporation, the report of the Board of Directors and the Auditor’s report and the Remuneration Report are also available on the above-mentioned website. The proposals for decisions and the other above-mentioned documents are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website at the latest on April 17, 2023.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholder register
Each shareholder, who is on the record date of the meeting on March 22, 2023 registered in the shareholder register of the Company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account or equity savings account is registered in the shareholder register of the Company.
Registration to the Annual General Meeting commences on March 10, 2023 at 3:00 p.m. (Finnish time). A shareholder, who is registered in the Company’s shareholder register and who wants to participate in the Annual General Meeting, shall register for the meeting no later than on March 29, 2023 at 10:00 a.m. (Finnish time) by giving a prior notice of participation, which shall be received by the Company no later than on the above-mentioned time. Such notice can be given:
a) through Company’s website at the address https://investors.rovio.com/en/releases-events/general-meetings/annual-general-meeting-2023
Registration requires strong electronic authentication of the shareholder. Registration is done via Euroclear Finland Oy. When shareholders who are natural persons log into the service through the Company’s website, they are directed to the electronic authentication. After this, a shareholder can in one session register to the Annual General Meeting and authorize a proxy representative. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.
For shareholders that are legal persons, no strong electronic authentication is required. In such a case, however, shareholders that are legal persons must notify their book-entry account number, their business identity code and other required information. If a legal person utilizes the Suomi.fi electronic authorization, as further described below in section C.3, registration requires a strong electronic identification from the authorized person, which works with bank codes or the mobile ID.
b) by telephone to +358 20 788 8300 from Monday to Friday between 9:00 a.m. and 4:00 p.m. (Finnish time); or
c) by regular mail to Rovio Entertainment Corporation, AGM 2023, Keilaranta 7, FI-02150 Espoo, Finland.
In connection with the registration, a shareholder shall provide their name, date of birth/personal identification number or business identity code, address, telephone number and email address and the name of a possible assistant or proxy representative and the date of birth/personal identification number of a proxy representative and any other information requested. Any personal data provided to the Company in connection with the registration will be processed in accordance with the Privacy Notice for the Annual General Meeting for purposes related to organizing the Annual General Meeting.
A shareholder, their authorized representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the meeting place.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting, i.e. on March 22, 2023, would be entitled to be registered in the shareholder register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholder register held by Euroclear Finland Oy at the latest on March 29, 2023 at 10.00 a.m. (Finnish time). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the Company, the issuing of proxy documents and voting instructions and registration for the Annual General Meeting from their custodian. The account manager of the custodian must register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholder register of the Company by March 29, 2023, at 10.00 a.m. (Finnish time) at the latest.
For the sake of clarity, it is noted that holders of nominee-registered shares cannot register for the Annual General Meeting on the Company’s website, but they must be registered by their custodians instead.
Further information on these matters can also be found on the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/annual-general-meeting-2023.
3. Proxy representative and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights at the Annual General Meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. Proxy representatives registering electronically for the Annual General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent.
If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Natural persons may appoint a proxy representative in connection with the registration to the Annual General Meeting at the Company’s website. Otherwise, a proxy document must be used.
Possible proxy documents should be delivered to the Company either in originals to the address Rovio Entertainment Corporation, AGM 2023, Keilaranta 7, FI-02150 Espoo, Finland or via email to rovio.agm@rovio.com before the last date for registration, by which time the proxy documents have to be received. In addition to delivering proxy documents, shareholders or their proxy representatives shall see to the registration for the Annual General Meeting in the manner described above in this notice.
Shareholders that are legal entities may also, as an alternative to traditional proxy documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic “Representation at the General Meeting”). When registering for the Annual General Meeting in Euroclear Finland Oy’s general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
4. Other instructions and information
The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Market Act is available on the Company’s website https://investors.rovio.com/en/releases-events/general-meetings.
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the Annual General Meeting.
On the date of this notice to the Annual General Meeting, the total number of shares in Rovio Entertainment Corporation and the total number of votes represented by such shares is 82,963,825. On the date of this notice to the Annual General Meeting the Company holds 6,844,226 own shares. Such own shares do not carry voting rights at the Annual General Meeting.
Changes in shareholding after the record date of the Annual General Meeting March 22, 2023 will not affect the right to participate in the Annual General Meeting or the number of votes of a shareholder at the Annual General Meeting.
The Annual General Meeting will be conducted in Finnish.
In Espoo, March 10, 2023
ROVIO ENTERTAINMENT CORPORATION
THE BOARD OF DIRECTORS
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