Correction to the Stock Exchange Release on March 3, 2021 at 3pm on Notice to Annual General Meeting. Helsinki Stock Exchange:ROVIO

Correction to the Stock Exchange Release on March 3, 2021 at 3pm on Notice to Annual General Meeting. Helsinki Stock Exchange:ROVIO

Rovio Entertainment Corporation            Stock Exchange Release                       March 3, 2021 at 5.30 p.m. EET

Rovio Entertainment Corporation: Correction to the Stock Exchange Release on March 3, 2021 at 3pm on Notice to Annual General Meeting.

Due to a technical error the numbering on the Notice did not work properly and thus the Notice is republished.                                                                      

Notice to the Annual General Meeting of Rovio Entertainment Corporation

The Annual General Meeting of Rovio Entertainment Corporation (“the Company”) will be held on Tuesday, 30 March 2021 at 1:00 p.m. (Finnish time) at the Company’s headquarters, Keilaranta 7, FI-02150 Espoo. The meeting will be held under special arrangements without the presence of shareholders or their proxy representatives.

Shareholders of the Company and their representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by presenting questions and making counterproposals in advance in accordance with this notice and other instructions by the Company. Instructions for shareholders are presented under section C of this notice and on the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021.

The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020) approved by the Finnish Parliament on 15 September 2020, which entered into force on 3 October 2020. The Company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company‘s shareholders, personnel and other stakeholders.

It will not be possible to participate in the Annual General Meeting in person at the meeting venue, and no video link to the meeting venue during the meeting will be provided. The presentation of the Chairman of the Board and the review of the Company’s CEO will be pre-recorded and will be published on the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021 at the latest on 9 March 2021. The presentations are not part of the Annual General Meeting.

A.   MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

1.   Opening of the Meeting

2.   Calling the Meeting to order

The Chairman of the Annual General Meeting will be Seppo Kymäläinen, attorney-at-law. In case Seppo Kymäläinen is prevented from serving as the Chairman of the Annual General Meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chairman.

3.   Election of persons to scrutinize the minutes and to supervise the counting of votes

The person to scrutinize the minutes and to verify the counting of votes will be the Company’s General Counsel Minna Raitanen. In case Minna Raitanen would not be able to act as the person to scrutinize the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.

4.   Recording the legality of the Meeting

5.   Recording the attendance at the Meeting and adoption of the list of votes

The shareholders who have voted in advance within the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Companies Act will be recorded to have been represented at the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.

6.   Presentation of the Financial Statements, the report of the Board of Directors and the Auditor’s report for the year 2020

As participation in the Annual General Meeting is possible only in advance, the Annual Report published by the Company on 3 March 2021, including the Company’s annual accounts, the report of the Board of Directors and the auditor’s report, which, once published, is available on the Company‘s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021 is deemed to have been presented to the Annual General Meeting.

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, 2020 amounted to EUR 185,326,802.90 including the profit of the financial period 2020 of EUR 52,855,821.49.

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.12 per share be paid by Rovio Entertainment Corporation based on the financial statements for the year 2020.

Based on the number of shares outstanding as at 3 March 2021 the total amount of the proposed dividend would be EUR 8,837,502.12. 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 1 April 2021 are recorded in the Company’s shareholder register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 12 April 2021.

As the Board of Directors has proposed a dividend that is below the amount of a minority dividend set out in Chapter 13 Section 7 of the Finnish Companies Act, shareholders have the right to demand a minority dividend pursuant to Chapter 13 Section 7 of the Finnish Companies Act instead of the dividend proposed by the Board of Directors. The minority dividend must be distributed to all shareholders, if a demand to this effect is supported by shareholders who have at least one tenth of all shares. The amount of the minority dividend is EUR 15,134 061,55 (based on the situation on the date of this notice, approximately EUR 0.21 per share), which corresponds to 8 percent of the equity of the Company. A shareholder demanding minority dividend may vote for the minority dividend in advance voting, and no separate demand or counterproposal is required.

9.   Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10.    Presentation of the remuneration report

As participation in the Annual General Meeting is possible only in advance, the Remuneration Report published by a stock exchange release on 3 March 2021, is deemed to have been presented to the Annual General Meeting. The Remuneration Report is, once published, available on the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021.

11.   Resolution on the remuneration of the members of the Board of Directors

The Board of Directors of Rovio Entertainment Corporation 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 Chairman of the Board of Directors, EUR 7,500 for the Vice Chairman 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 Chairman of the Audit Committee as additional monthly compensation. 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 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 Board of Directors of Rovio Entertainment Corporation 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 Chairman as well as Vice Chairman of the Board of Directors

The Board of Directors of Rovio Entertainment Corporation proposes to the Annual General Meeting that the current members of the Board of Directors Camilla Hed-Wilson, Kim Ignatius, Björn Jeffery, Jeferson Valadares and Leemon Wu be re-elected as members of the Board and that Niklas Hed be elected as a new member of the Board for the term ending at the closing of the Annual General Meeting in 2022.

Niklas Hed, born 1980, works mainly as an angel investor, board member and advisor in several start-ups. He has a strong 17-year experience in mobile technologies, game development, innovation processes and people leadership since 2003 when Rovio was founded. His strengths are deep understanding of Rovio as a company and diverse operative experience how a vision is executed into a successful business.

Kaj Hed has informed the Board that he will not be available for re-election as a member of the Company’s Board of Directors.

The Board proposes that the Annual General Meeting resolves to elect Kim Ignatius as Chairman of the Board of Directors and Björn Jeffery as Vice Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting in 2022.

All candidates have given their consent to the election. A presentation of the new candidate and evaluation of his independence is available on the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021. Information on the other nominees and evaluation of their independence is available on the Company’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 2022. Ernst & Young Oy has announced that it will appoint Terhi Mäkinen, APA, as the principally responsible auditor.

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 8,146,565 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, 2022.

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 8,146,565 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 8,146,565 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, 2022.

18. Establishment of a Shareholders’ Nomination Board

The Board of Directors proposes to the Annual General Meeting that the General Meeting decides to establish a Shareholders’ Nomination Board to prepare future proposals concerning the election and remuneration of the members of the Board of Directors and remuneration of the members of the Committees of the Board of Directors to the next Annual General Meetings and, if needed, to Extraordinary General Meetings. In addition, the Board of Directors proposes to the General Meeting that the General Meeting adopts the Charter of the Shareholders’ Nomination Board as set out in an annex to this notice (annex 1).

According to the proposal of the Board of Directors, the Nomination Board shall comprise representatives appointed by the four largest shareholders of the Company, however so that at least one of the members has to be appointed by an institutional investor. If there is no institutional investor among the four largest shareholders, the right of the fourth largest shareholder transfers to the next largest institutional investor who would not otherwise have an appointment right. The Chairman of the Board of Directors shall act as an expert member in the Nomination Board. The Chairman of the Board of Directors shall not take part in the decision-making of the Shareholders’ Nomination Board.

The right to appoint representatives shall be vested with the four shareholders of the Company having the largest share of the votes represented by all the shares in the Company annually on the first workday of September preceding the Annual General Meeting. The right to nominate representatives is determined based on the shareholders’ register maintained by Euroclear Finland Ltd. If a shareholder who has an obligation under the Finnish Securities Market Act to take holdings of shares e.g. in several funds or group companies into account when disclosing changes in share ownership or who holds nominee registered shares makes a written request to the Chairman of the Board of Directors no later than on 31 August, such holdings of the shareholder will be taken into account when determining the nomination right. Such shareholders are also required to present a reliable account of the number of shares in their ownership on the above date to the Chairman of the Board of Directors by the fourth workday of September at the latest. The Chairman of the Board of Directors invites the four largest shareholders, who have the right to nominate representatives as determined above, to nominate one member each to the Shareholders’ Nomination Board.

Should a shareholder not wish to exercise his/her nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.

The Shareholders’ Nomination Board is established to serve until further notice until the General Meeting decides otherwise. The term of office of the members of the Shareholders’ Nomination Board expires annually after the new Nomination Board has been nominated. Members of the Shareholders’ Nomination Board are not remunerated for their membership in the Nomination Board. Travel expenses of the members are reimbursed in accordance with the Company’s travel policy. The Shareholders’ Nomination Board may, when necessary, use external experts in connection with the performance of its duties in accordance with costs approved by the Company.

The establishment of the Shareholders’ Nomination Board changes the method of preparation of the remuneration proposal defined in the Remuneration Policy regarding the members of the Board of Directors; going forward, the Shareholders’ Nomination Board prepares the remuneration proposals concerning the Board of Directors.

The Board of Directors’ proposal for the Charter of the Shareholders’ Nomination Board is available as an annex to this notice and on Rovio Entertainment Corporation’s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021.

19. Closing of the Meeting

B.   DOCUMENTS OF THE ANNUAL GENERAL MEETINGThe proposals for the decisions on the agenda of the Annual General Meeting, this notice and the remuneration report are available on the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021. The Financial Statements of Rovio Entertainment Corporation, the report of the Board of Directors and the Auditor’s report are also available on the above-mentioned website. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website at the latest on Tuesday 13 April 2021.

C.   INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

The Annual General Meeting is arranged so that it is not possible for shareholders or their representatives to participate at the meeting venue in person. It is also not possible for shareholders or their representatives to participate via real-time technical connection. Shareholders and their representatives can only participate in the Annual General Meeting and use their rights by voting in advance as well as by making counterproposals or presenting questions in advance by following the below instructions.

1.   Shareholders registered in the shareholders’ register

Each shareholder, who is registered on the record date of the meeting, Thursday, 18 March 2021 in the shareholder register of the Company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholder register of the Company. Shareholders can only participate in the Annual General Meeting and use their rights by voting in advance as well as by making counterproposals or presenting questions in advance by following the below instructions.

2.   Registration and advance voting

The registration period and advance voting period commence on 10 March 2021 at 12:00 noon, after the deadline for delivering counterproposals to be put to a vote has expired. A shareholder, who is registered in the Company’s shareholders’ register and who wishes to participate in the Annual General Meeting by voting in advance, must register for the Annual General Meeting by giving a prior notice of participation and by delivering his/her votes no later than on 23 March 2021 at 4:00 p.m., by which time the notice and votes must be received.

When registering, requested information such as the name, personal identification number or Business ID, address and telephone number of the shareholder, as well as requested information on a possible proxy representative, such as their name and personal identification number, must be notified. The personal data submitted to Euroclear Finland Ltd. will be used only in connection with the Annual General Meeting and with the processing of related registrations.

Shareholders can register and vote in advance on certain matters on the agenda during the period 10 March 2021 at 12:00 noon–23 March 2021 at 4:00 p.m. in the following manners:

a)   electronically via the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021. 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, authorize another person and vote in advance. 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. However, shareholders that are legal persons must notify their book-entry account number and other required information. Terms and other instructions for electronic advance voting are available on the website.

b)   by mail or e-mail by sending the voting instructions form available on the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021 to Euroclear Finland Ltd., Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki or by e-mail to yhtiokokous@euroclear.eu.

The voting instructions form is available on the Company’s website at the latest from 10 March 2021 12:00 noon onwards. A representative of a shareholder must in connection with delivering the voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.

If a shareholder participates in the Annual General Meeting by delivering votes in advance to Euroclear Finland Ltd., the delivery of the votes shall constitute due registration for the Annual General Meeting, provided that necessary information is provided.

The terms and other instructions concerning the voting by mail or e-mail are available on the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021.

3.   Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Annual General Meeting by way of proxy representation. A proxy representative must also vote in advance. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.

When 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.

Possible proxy documents should be delivered to the Company either in originals to the address Rovio Entertainment Corporation, AGM 2021, Keilaranta 7, FI-02150 Espoo, Finland or via email to rovio.agm@rovio.com before the last date for registration, at which time the proxy authorization documents must be received.

4.   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 he/she on the record date of the Annual General Meeting, i.e. on Thursday, 18 March 2021, would be entitled to be registered in the shareholder register of the Company held by Euroclear Finland Ltd. 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 Ltd. at the latest on Thursday, 25 March 2021 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 the necessary instructions regarding the temporary registration in the shareholder’s register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank 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 at the latest by the time stated above. In addition, the account manager of the custodian bank shall also arrange voting in advance on behalf of the holder of nominee-registered shares within the registration period applicable to nominee-registered shares.

Further information on these matters can also be found on the Company’s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021.

5.   Making counterproposals to the proposed resolutions and presenting questions in advance

Shareholders holding at least one hundredth of all of the shares in the Company have the right to make a counterproposal to the resolution proposals on the agenda of the Annual General Meeting, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to rovio.agm@rovio.com by no later than 9 March 2021 at 12:00 noon, by which time the counterproposals must be received. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings. The counterproposal will be considered at the Annual General Meeting, provided that the shareholder has the right to participate in the meeting and that the shareholder holds shares corresponding to at least one hundredth of all of the shares in the Company on the record date of the meeting. If the counterproposal will not be taken up for consideration at the Annual General Meeting, the votes given in favor of the counterproposal will not be taken into account. The Company publishes possible counterproposals to be put to a vote on the Company‘s website https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021 by no later than 10 March 2021 at 12:00 noon.

A shareholder may present questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act until 4:00 p.m. on 16 March 2021 by e-mail to rovio.agm@rovio.com. Such questions by shareholders, responses by the Company’s management to such questions as well as counterproposals other than those to be put to a vote are available on the on the Company‘s website at https://investors.rovio.com/en/releases-events/general-meetings/general-meeting-2021 no later than on 19 March 2021. As a prerequisite for presenting questions or counterproposals, shareholders must present sufficient evidence to the Company of their shareholdings.

6.   Other instructions and information

The information concerning the AGM required under the Companies Act and the Securities Market Act is available on the Company’s website https://investors.rovio.com/en/news-and-events/general-meetings.

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 81,465,659. On the date of this notice to the Annual General Meeting the Company holds 7,819,808 own shares. Such own shares do not have voting rights at the Annual General Meeting.

Changes in shareholding after the record date of the Annual General Meeting 18 March 2021 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, 3 March 2021

ROVIO ENTERTAINMENT CORPORATION

THE BOARD OF DIRECTORS

For more information:

Minna Raitanen, General Counseltel. +358 207 888 300 (switchboard)

Distribution:

NASDAQ HelsinkiKey mediainvestors.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 4.5 billion times so far. 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 and consumer products in brand licensing. Today, Rovio offers multiple mobile games, animations and produced The Angry Birds Movie in 2016. Its sequel, The Angry Birds Movie 2, was released in 2019. Rovio is headquartered in Finland and the company’s shares are listed on the main list of NASDAQ Helsinki stock exchange with the trading code ROVIO. (www.rovio.com)

Annex 1: Charter of the Shareholders’ Nomination Board

  • Annex 1_Shareholders_Nomination_Board_Charter
  • NOTICE TO THE ANNUAL GENERAL MEETING OF ROVIO ENTERTAINMENT CORPORATION 2021

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  • Headline: Correction to the Stock Exchange Release on March 3, 2021 at 3pm on Notice to Annual General Meeting. Helsinki Stock Exchange:ROVIO
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