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Rovio Entertainment Corporation Stock Exchange Release April 3, 2023 4:15 PM EEST
Decisions of the Annual General Meeting of Rovio Entertainment Corporation
The Rovio Entertainment Corporation Annual General Meeting will be held on April 3, 2023 at 1:00 pm in Hanaholmen, Hanasaarenranta 5, Espoo, Finland. The AGM passed all proposals presented to the AGM by the Board of Directors and the Shareholder Nominating Committee, approved the financial statements for the 2022 fiscal year, approved the remuneration report of the company’s governing body, and relieved the company’s management of their responsibilities.
Use of Balance Sheet Profits and Payment of Dividends
The annual general meeting of shareholders decided to distribute a dividend of 0.13 euros per share according to the proposal of the board of directors. The remainder of the distributable funds are retained in shareholders’ equity. Dividends will be paid to shareholders whose names appear on the company’s register of members held by Euroclear Finland Ltd on April 5, 2023, the dividend payment record date. Dividends will be paid on April 14, 2023.
Election and Remuneration of Board Members
The AGM resolves that the Board shall consist of six (6) members. Niklas Hed, Camilla Hed-Wilson, Kim Ignatius, Björn Jeffery and Langer Lee, as well as new member Henna Mäkinen, were elected to the Board of Directors for a term ending at the close 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 board members remains unchanged and monthly remuneration will be paid as follows: Chairman of the Board of Directors EUR 9,500, Vice-Chairman of the Board of Directors EUR 7,500, other members of the Board of Directors EUR 5,000 each, and additional monthly remuneration of EUR 2,500 as Chairman of the Audit Committee. If the chairman of the audit committee is the chairman or vice chairman, no additional remuneration will be paid. The Company will reimburse Board members and committee members for reasonable travel expenses incurred in connection with Board or committee work.
Election and Remuneration of Auditors
Ernst & Young authorized an accounting firm to re-elect the company’s auditors. Ernst & Young Oy has informed APA that Terhi Mäkinen will act as lead auditor. The term of the auditors will end at the close of the Annual General Meeting in 2024. Auditors will be paid in accordance with Company-approved auditor reasonable invoices.
Authorizes the board of directors to decide to buy back and/or accept pledges of the company’s own shares
The AGM authorizes the board of directors to decide to buy back and/or accept the company’s own shares as pledge. The number of own shares repurchased and/or pledged shall not exceed 8,296,382 shares, accounting for approximately 10% of the company’s total existing shares. The company together with its subsidiaries shall not own or pledge more than ten percent of the total shares of the company at any time.
Only unrestricted equity in the company can repurchase its own shares on an authorized basis. You can repurchase your own shares at the price formed by trading in the regulated market on the date of repurchase or otherwise formed in the market. The board of directors has the power to decide how to buy back shares and/or accept pledges. It is possible to buy back its own shares in ways other than the proportion of shares held by shareholders (directed buyback).
The mandate is valid until the close of the next Annual General Meeting, but not beyond June 30, 2024.
Authorize the board of directors to decide on the issuance of shares and the special rights to grant shares
The AGM authorizes the Board of Directors to decide on the issue of shares and the special rights conferred on shares referred to in Chapter 10, Section 1 of the Companies Act. The number of new shares issued under the mandate is limited to a maximum of 8,296,382 shares, equivalent to approximately 10% of all existing shares of the company. In addition to authorizing the issuance of new shares, the Board of Directors may decide to transfer up to 8,296,382 of its own shares held by the Company.
The board of directors has the power to determine the terms of all share issuances and the special rights conferred on the shares, as well as the right to deviate from the pre-emption rights of shareholders (directed issuance).
The mandate is valid until the close of the next Annual General Meeting, but not beyond June 30, 2024.
Resolutions of the organizational meeting of the board of directors
At an organizational meeting immediately following the General Assembly, the Board of Directors elects members of the Audit Committee from among its members Kim Ignatius (Chairman), Camilla Hed-Wilson and Henna Mäkinen, Camilla Hed-Wilson (Chairman), Kim Ignatius and Björn Jeffery for Compensation committee member.
April 3, 2023 in Espoo
Rovio Entertainment
Board of Directors
Additional Information:
General CounselMinna Raitanen
RovioIR@rovio.com
+358 40 730 3442 (Investor Relations)
distribute:
Nasdaq Helsinki Ltd.
major media
https://investors.rovio.com/en
About Rovio:
Rovio Entertainment Corporation is a mobile-first global gaming company that creates, develops and publishes mobile games that have been downloaded more than 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 grown from games to a variety of entertainment, animation and consumer products licensed by the brand. Rovio produced The Angry Birds Movie (2016), whose sequel, The Angry Birds Movie 2, was released in 2019. The company offers a wide range of mobile games and has eight game studios – one in Espoo (Finland), one in Stockholm (Sweden), one in Copenhagen (Denmark), one in Barcelona (Spain) and two in Montreal , one in Toronto (Canada). The studios also include an Izmir (Turkey)-based subsidiary called Ruby Games, which was acquired in 2021. Most of the employees are based in Rovio’s headquarters in Finland. The company’s shares are listed on the main board of the NASDAQ Helsinki Stock Exchange under the trading symbol ROVIO.
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