General Meeting
Insiders
Auditing of the Accounts
Risk Management
Remuneration
Articles of Association
Disclosure Policy

 

General Meeting

The shareholders take part in the supervision and governance of the company through the resolutions of General Meetings of Shareholders. The Annual General Meeting of Shareholders is the highest decision making body of the company.

The General Meeting of Shareholders is generally convened by the Board of Directors. In addition to this, a General Meeting of Shareholders shall be held if the company’s auditor or shareholders representing a minimum of one-tenth of all outstanding shares in the company demand in writing that a General Meeting be convened.

General Meeting of Shareholders

The General Meeting is generally convened by the Board of Directors. In addition to this, a General Meeting of Shareholders shall be held if the company’s auditor or shareholders representing a minimum of one-tenth of all outstanding shares in the company demand in writing that a General Meeting be convened

The general meetings of the company are held in Helsinki, Espoo or Vantaa. The Annual General Meeting shall be held annually within six (6) months from the termination of the financial year.

The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the Meeting, but no later than nine (9) days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of a notice published on the company's website or at least in one national daily newspaper designated by the Board of Directors.

In order to be entitled to attend the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the Meeting, which date may not be earlier than ten (10) days prior to the Meeting.

At the Annual General Meeting the following shall be presented:

  • the financial statements and the report of the Board of Directors, as well as
  • the audit report,

At the Annual General Meeting the following shall be decided;

  • the adoption of the financial statements, which, in a parent company, also includes the adoption of the consolidated financial statements,
  • the use of the profit shown on the balance sheet,
  • the discharge from liability for the members of the Board of Directors and the Chief Executive Officer,
  • the remuneration of the members of the Board of Directors and of the auditor, as well as
  • the number of members of the Board of Directors,

elected:

  •  the Chairman, the Vice Chairman and the members of the Board of Directors, as well as
  •  the auditor,

At the Annual General Meeting the following shall be handled;

  • any other matters possibly contained in the notice to the Meeting.

 

Insiders

Rovio observes the Market Abuse Regulation (EU 596/2014, "MAR") and the regulations and guidance given under it, including the insider guidelines of Nasdaq Helsinki Ltd. In addition, the company has issued supplementing internal Insider Rules.

The company maintains a list of employees and service providers who have access to inside information. The company's insider list comprises of one or more project-based insider lists. The company can also create a list of “permanent insiders” who, due to the nature of their role or position, continuously have access to all inside information within the company.

Rovio has determined that the management, whose transactions shall be notified, construes the members of the Board of Directors, the CEO and members of the Leadership Team. These persons and their closely associated persons are required to notify the Company and the FIN-FSA of every transaction conducted on their own account relating to the Financial Instruments of (or linked to) Rovio. In addition, MAR requires that Rovio discloses via stock exchange releases information on transactions by members of management and their closely associated persons.

The managers may not conduct any transactions on their own account or for the account of a third party, directly or indirectly, relating to the company's shares or other financial instruments during a closed period of thirty (30) calendar days before the announcement of an interim financial report, half year report or a year-end report, including the day of publication of said report.

Rovio’s General Counsel is responsible for insider guidelines and general insider management in the Company.

 

Auditing of the Accounts

Rovio Entertainment has one official auditor, who shall be an auditing firm approved by the Finnish Patent and Registration Office. The term of the auditor shall be until the conclusion of the first Annual General Meeting following the election.

The Annual General Meeting elects the auditor and decides on their fees.

Ernst & Young Oy, a firm of Authorized Public Accountants, has been the company’s auditor since 2013 with Authorized Public Accountant Mikko Rytilahti as the main auditor.

 

Risk management

Purpose

The Rovio risk management policy defines the objectives and principles, organization, responsibilities and practices of risk management within Rovio.

Risk management objectives

Risk management is an important part of the Rovio Group business management and corporate governance. The objective of Rovio’s risk management is to support the whole organization in achieving its strategic, operational and financial targets. In order to meet the objectives Rovio has incorporated procedures to recognize, assess and manage risks and their consequences. The risk management objective is reached when the Group has identified the uncertainties, risks and opportunities related to the targets and is able to effectively assess and manage the risks.

Rovio upholds a risk portfolio to be able to assess Rovio’s full risk position, instead of only identifying individual risks. Rovio’s view is that controlled risk taking can have a positive effect on the organization’s development and achievement of the set targets. Rovio also acknowledges that certain mitigating measures bear some risk in themselves.

Rovio enterprise risk management

 

Risk management principles

Risk management in Rovio aims at ensuring a Group wide risk recognition, assessment, management and control. Risk management is a part of the Rovio day-to-day decision making and operations. Risk management is handled both centrally and in business units to ensure efficiency and visibility across the organization. Key risks are regularly and systematically recognized, assessed, managed, monitored and reported to the Board of Directors as a part of the business operations at a Group and business unit level.

  • We set our goals and targets taking both business opportunities and risks into account
  • We take calculated and assessed risks within the limits of our strategy, e.g. in expanding business operations, in strengthening market position, and in creating new business
  • In risk assessments, we consider not only the financial impact but also the impact on people, environment and company reputation
  • We seek to avoid or reduce the impact of risks
  • We create a safe working environment for employees
  • We minimize opportunities for crime or malpractice through our control processes
  • We ensure the continuity of operations by safeguarding critical functions and resources
  • We make preparations for the realization of risks by crisis management, continuity and recovery plans, by training plan implementation and by using sufficient insurance coverage
  • We keep risk management costs and resources proportionate to the obtainable benefits
  • We provide information on risks and risk management to stakeholders in accordance with our corporate governance principles.

Risk definition and risk categories

Rovio divides risks into external and internal risks and further into strategic, operational and financial risks.

Strategic risks are uncertainties mainly related to changes in Rovio’s operating environment and the ability to respond to these changes or to prepare for them. These can be related to e.g. changes in the macro-economic situation, legislative environment, technologies, consumer behaviors and competitive environment.

The target of assessing strategic risks and opportunities is to identify the measures that can and should be taken to achieve objectives by taking controllable risks. Failure in identifying or taking advantage of opportunities also constitutes a risk.

Operational risks are circumstances or events which can prevent or hinder the achievement of objectives or cause damage to people, property, business or information. The target is to avoid or reduce operational risks to an extent, where the cost of measures is in a reasonable proportion to the extent of the risk.

Financial risks are risks related to Rovio’s financial position. These include currency risk, liquidity and funding risk, interest rate risk, credits and counterparty risk. The management of financial risks is based on the Group's finance policy, confirmed by the Board of Directors.

Risk assessments consider also other aspects than purely financial impacts. Reputational risks arise if Rovio’s operations are inconsistent with the expectations of different stakeholder groups, such as the end consumers for Rovio’s products, business partners or the general public. Preventing reputational risks requires compliance with Rovio's internal guidelines and corporate governance. The management of reputational risks relies especially on providing timely and right external communication.

The risks are further divided into group level and business unit (i.e. Games and Brand licensing) level risks.

 

Remuneration

Board of Directors’ fees

According to the Finnish Limited Liability Companies Act, the Annual General Meeting decides on the fees payable to the members of Rovio’s Board of Directors.

The Annual General Meeting of Shareholders on May 30, 2017 resolved that the remuneration of the Chairman of the Board of Directors is EUR 12,000 per month, remuneration of the Vice Chairman of the Board of Directors is EUR 10,000 per month and the remuneration of the members of the Board of Directors is EUR 5,000 per month. In addition to the remuneration paid to an ordinary member of the Board of Directors, the Chairman of the Audit Committee receives remuneration of EUR 2,500 per month. If the Chairman of the Audit Committee is the Chairman of the Board of Directors or the Vice Chairman of the Board of Directors, such separate remuneration shall not be paid.

Remuneration of the CEO and members of the Leadership Team

The Board Remuneration Committee is responsible for recommending and evaluating executive nominations and compensations including CEO’s, evaluating the performance of the CEO and making recommendations to the Board of Directors on management compensation matters. The Board of Directors appoints the CEO and approves his/her compensation as well as the nomination and compensation of other members of the Leadership Team. The remuneration of the CEO and other members of the Leadership Team consists of a fixed monthly salary, fringe benefits and both long- and short-term incentive programs.

The salary and other benefits of the CEO for the financial year ended December 31, 2016 were EUR 343,000 and the salaries and other benefits paid to the Leadership Team for the same financial year were EUR 912,000. The figures include the salaries and fees paid by Rovio and all of its subsidiaries insofar the persons stated above are employed by the company.

The statutory pension and supplementary pension costs were EUR 70,000 for the financial year ended December 31, 2016, EUR 154,000 for the financial year ended December 31, 2015 and EUR 65,000 for the financial year ended December 31, 2014.

Termination Benefits

The CEO’s agreement can be terminated by the CEO or the company with a notice period of six months. If the company terminates the CEO’s agreement for reasons not attributable to the CEO, the company is obligated to pay the CEO as a severance pay an amount corresponding to twelve months of the CEO’s salary, provided that the CEO performs their duties under the agreement during the notice period. The company has the right to cancel the CEO’s agreement if the CEO materially violates the terms and conditions of the agreement. In such a case, the agreement is terminated immediately, and the Company does not have any payment obligation. For the other members of the company's Leadership Team, the notice period is one to six months irrespective of which party terminates the agreement.

Incentive Programs

Rovio has established both short- and long-term incentive programs, which the Board of Directors of Rovio assesses and confirms annually.

Current Short-Term Incentive Program

The short-term incentive program consists of programs in the Games business unit, the Brand Licensing unit (incl. the Group’s support activities) and programs of Rovio’s management. The short-term incentive programs are aimed at supporting the business strategy through rewarding and encouraging the management and other personnel to improve short-term performance.

The Games business unit’s incentive program is mainly based on profit share of the financial period’s operating profit.  The total maximum annual payout of the profit share is 15 percent of the business unit’s pre-bonus operating profit for the financial year. In addition to the profit share, well-performing teams and individuals can receive a maximum discretionary bonus of 5% of the business unit’s pre-bonus operating profit for the financial year

The Brand Licensing unit’s program is based on similar criteria. Personal performance evaluation determines the percentage of the annual salary (8.3%–50%) which is then multiplied by up to two times based on stated operating profit thresholds. The thresholds are based on Rovio Group’s operating profit, excluding the impact of Hatch Entertainment.

The Rovio management’s program is solely based on Rovio Group’s operating profit targets.

Current Long-term Incentive Program

Rovio’s Board of Directors approved on July 27, 2017 a long-term incentive program consisting of an option plan for all employees, including the CEO and the Rovio management, and a restricted share plan for selected key employees. Long-term incentive programs are aimed at committing and motivating the management and other personnel, and harmonize the interests of shareholders and personnel.

The aim of the option plan is to reward personnel for the increase in value of the company’s share, and it enables the issuance of a maximum of 5,000,000 options. Each option entitles the holder to subscribe for one share. As of September 15, 2017, the company had allocated in total 365,000 options. The option plan includes three lots of options allocable in 2017 (the "2017 Options"), 2018 (the "2018 Options") and 2019 (the "2019 Options"). The shares subscribed with options have a subscription period of one year. As the subscription period of the former option lot closes, the next subscription period of the next option lot begins as follows:

  • 2017: October 1, 2020–September 30, 2021
  • 2018: October 1, 2021–September 30, 2022
  • 2019: October 1, 2022–September 30, 2023

In the option plans, the subscription prices are the following:

  • 2017: the share’s subscription price during the listing
  • 2018: trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd. September 1–30 2018
  • 2019: trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd. September 1–30 2019.

In general, the Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. Should a share option owner’s employee relationship cease before the beginning of the subscription period, they shall generally lose their right to the reward.

The aim of the restricted option plan is to commit the Company’s key persons and offer them a competitive remuneration system based on receiving and accumulation shares. The plan offers the participants an opportunity to receive the Company’s shares as reward after a predetermined commitment period. The length of the commitment period may vary between twelve (12) and thirty-six (36) months, according to the needs of business. The plan’s reward will be paid to the participant as soon as possible after the commitment period. The payment of the reward requires that the participant’s employment contract is valid, has not been discontinued, and it will continue until the end of the commitment period. The initial maximum number of shares that can be distributed through the restricted share plan is 500,000, of which the Company has allocated 151,000 shares as of September 15, 2017. Should the maximum number of shares be allocated, the Board of Directors can decide on a new maximum number as needed.

 

Articles of association

The Company’s Extraordinary General Meeting of Shareholders has on September 8, 2017 decided to remove the redemption clause from the Articles of Association. The removal of this clause will be notified to the Finnish Trade Register in connection with the registration notification of the new shares issued in the offering on the basis of the authorization given to Rovio’s Board of Directors in the same Extraordinary General Meeting of Shareholders, or immediately before it.

Articles of Association of Rovio Entertainment Oyj

1§ Company name

The name of the company is Rovio Entertainment Oyj. The company's parallel name in English is Rovio Entertainment Corporation.

2§ Registered office of the company

The company's registered office is in Espoo, Finland.

3§ Line of business of the company

The line of business of the company is software design, manufacture, publication, publishing and consultancy. In addition, the company's line of business includes film production, book publishing activities, spinoffs and advertising services. In addition, the company's line of business is to manage and own securities, shares, real estate and other assets in Finland and abroad by itself or through its own companies. The company's line of business is also to provide administrative, financial and other group services to its group companies as well as to provide securities and guarantees on behalf of the group companies.

4§ Book-entry system

 The shares of the company shall belong to the book-entry system after the expiry of the registration period.

5§ Board of Directors

The governance of the company and the appropriate organization of the company's operations is managed by the Board of Directors, which, according to the decision of the Annual General Meeting, includes a minimum of (3) and a maximum of nine (9) ordinary members. The number of deputy members may not exceed three (3). The term of the members of the Board of Directors shall be until the conclusion of the first Annual General Meeting following the election. The Annual General Meeting elects the Chairman and the Vice Chairman of the Board of Directors.

6§ Chief Executive Officer

The company may have a Chief Executive Officer. The Board of Directors shall decide on the appointment and dismissal of the Chief Executive Officer.

7§ Representation

In addition to the Board of Directors, the company is represented by the Chairman of the Board of Directors and the Chief Executive Officer, each alone, and two members of the Board of Directors together.

8§ Financial year

The financial year of the company is the calendar year.

9§ Auditors

The company's auditor shall be an auditing firm approved by the Finnish Patent and Registration Office. The term of the auditor shall be until the conclusion of the first Annual General Meeting following the election.

10§ Notice to General Meeting and registration

The general meetings of the company are held in Helsinki, Espoo or Vantaa. The Annual General Meeting shall be held annually within six (6) months from the termination of the financial year.

The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the Meeting, but no later than nine (9) days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of a notice published on the company's website or at least in one national daily newspaper designated by the Board of Directors.

In order to be entitled to attend the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the Meeting, which date may not be earlier than ten (10) days prior to the Meeting.

11§ Annual General Meeting

At the Annual General Meeting the following shall be

presented:

 1. the financial statements and the report of the Board of Directors, as well as

 2. the audit report,

decided:

 3. the adoption of the financial statements, which, in a parent company, also includes the adoption of the consolidated financial statements,

 4. the use of the profit shown on the balance sheet,

 5. the discharge from liability for the members of the Board of Directors and the Chief Executive Officer,

 6. the remuneration of the members of the Board of Directors and of the auditor, as well as

 7. the number of members of the Board of Directors,

elected:

 8. the Chairman, the Vice Chairman and the members of the Board of Directors, as well as

 9. the auditor,

handled:

 10. any other matters possibly contained in the notice to the Meeting.

12§ Redemption clause

The company has the right to redeem any share due to be transferred to a new shareholder as provided by Chapter 3, Section 7 of the Finnish Limited Liability Companies Act.

 

Disclosure policy

General

In its communications, Rovio Entertainment Corporation ("Rovio" or the "Company") complies with EU and Finnish legislation, stipulations contained in the regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (Market Abuse Regulation) ("MAR"), and the Company's corporate governance principles, Nasdaq Helsinki Ltd. – Helsinki Stock Exchange rules and guidelines (incl. Nasdaq Helsinki Ltd. (the "Nasdaq Helsinki") – Insider Guidelines for listed companies), the guidelines of ESMA (European Securities and Markets Authority) and the Finnish Financial Supervisory Authority, and the Finnish Corporate Governance Code for listed companies.

This disclosure policy describes the key principles and practices according to which Rovio communicates with the different capital market participants. The principles set in the disclosure policy govern Rovio and its subsidiaries.

Rovio's Board of Directors has approved this disclosure policy on September 14, 2017. This disclosure policy is available on the Company's website in Finnish and in English languages.

Objectives of the financial and investor communications

The objective of Rovio's financial and investor communications is to ensure that all market participants have simultaneously and without delay an access to equal, fair, sufficient and simultaneous information on the material factors relating to the Company and its business, which factors may have an effect on the value of Rovio's financial instruments, and that the information disclosed gives correct and sufficient information on the Company’s operations.

Key disclosure principles

In accordance with a pre-announced schedule, Rovio discloses information on its financial performance and financial position in its financial statements and reports of the Board of Directors, financial statements releases, half year releases and interim reports.

The following principles apply to public disclosures of the Company:

  • The information is based on facts
  • Disclosures are carried out as soon as possible and simultaneously to all stakeholders
  • Communication is consistent and accurate
  • Communication is fair and transparent
  • All releases are published on the Company's website and archived there for at least five years after their publishing.

In accordance with the provisions of the MAR, Rovio can delay the public disclosure of inside information, provided that all the following conditions are met:

  • Disclosure of information is likely to prejudice the legitimate interests of Rovio.
  • Delay of disclosure is not likely to mislead the public.
  • The information remains confidential.

The Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") together decide on delayed disclosure of information based on an assessment of the fulfilment of the conditions therefor. The conditions for the delay must be met as long as the Company delays the disclosure of information. Rovio discloses the delayed information to the public as soon as possible after the conditions for the delay are no longer met. The conditions for the delayed disclosure of inside information are not applicable to the delayed disclosure of a profit warning, and such information is always disclosed as soon as possible.

The potential decision to delay the disclosure of inside information is made and recorded in accordance with Rovio's internal guidelines, and it is notified to the Financial Supervisory Authority after disclosure.

Reporting segments

Rovio discloses to the public primarily the information regarding the group and its reporting segments (Games, Brand Licensing and Other). As a general rule, financial information or key performance indicators of the Company's other units or legal persons are not published.

Responsibilities and spokespersons

The Board of Directors of Rovio discusses and approves financial statements and report of the Board of Directors, half year reports and interim reports and profit warnings, and stock exchange releases that are of particular significance. If the Board of Directors is prevented from approving a stock exchange release that is of particular significance, to ensure compliance with legislation, it can be approved by Chairman of the Board and CEO jointly. If the Chairman of the Board is also prevented from approving, it can be approved by CEO and CFO jointly. Other stock exchange releases are approved by the CEO. If the CEO is prevented from approving a stock exchange release, it will be approved by the CFO.

Rovio's CEO and CFO are the Company's main spokespersons and the primary contacts responsible for dealing with investors, shareholders and analysts. SVP, Corporate Communications & IR is the primary contact responsible for dealing with the media and supports Rovio's CEO and CFO in connection with the communication with investors, shareholder and analysts.

Information on the financial performance and development of operations, and related practices

Rovio prepares the financial statements and the report of the Board of Directors and the financial statements release, half year release and interim reports in accordance with the IFRS recognition and measurement principles. Rovio publishes information on its financial position on a quarterly basis in accordance with a pre-announced schedule. After the fourth quarter, the Company issues the financial statements release, the financial statements and the report of the Board of Directors. The financial statements and the report of the Board of Directors as well as the audit report are published no later than three weeks prior to the General Meeting in which the financial statements shall be presented to be adopted.

The publication dates for the next financial period are announced before the end of the previous financial period. The calendar is available on the Company's website.

Information on the financial result, profitability, future outlook, business developments and other essential financial matters are disclosed, as a rule, in interim reports, half year report and the financial statements release. If information on the above mentioned financial matters is given in between, it will be published through a stock exchange release.

In addition, Rovio publishes a Corporate Governance Statement for each financial period on its website. The Statement is published annually no later than three months after the end of the financial year. The Corporate Governance Statement is presented as a separate report. Simultaneously, a Remuneration Statement required by the Finnish Corporate Governance Code is published on Rovio's website. Other information conforming to the Corporate Governance Code are also available on the said website.

Future outlook and profit warnings

Rovio provides in the report of the Board of Directors and in the explanatory statement of the interim report, half year report and of the financial statements release an assessment of the group's likely future development. However, in uncertain market conditions, the Board of Directors may decide not to provide guidance. The assessment of the future outlook is presented for the group and it regards, unless otherwise stated, the remaining financial year. The assessment provided is based on the view on the estimated development of the group and its business operations at the time of the presentation. The actual operating results may deviate materially from the Company's estimate.

If Rovio's financial outlook changes in such a way that it materially deviates from the Company's previously disclosed estimate, Rovio issues a profit warning as soon as possible. The change assessment is based on what the Company has publicly estimated earlier or what may be reasonably concluded from the Company’s previous disclosure. A profit warning is given through a stock exchange release.

Stock exchange releases and press releases

Rovio publishes a stock exchange release on such decisions, matters and events, which are estimated to have a material impact on the value of the Company’s financial instruments. The Company's releases are divided into two categories: stock exchange releases and press releases. The release category is chosen on the grounds of the materiality and significance of the information in accordance with the Company's internal guidelines.

Stock exchange releases

Through a stock exchange release are published, for example, financial statements, interim reports, half year reports, matters essential for the strategy and material changes in the financial and future prospects. In addition, through a stock exchange release are published, for example, such corporate transactions, orders, investments, financial arrangements, business restructurings and authorities' decisions, which are estimated to be material for the value of the Company's financial instruments.

In addition, Rovio publishes other decisions, information and events required by Nasdaq Helsinki and the Finnish Financial Supervisory Authority.

If Rovio issues a forecast, the Company will disclose information on the underlying assumptions and requirements as unambiguously and consistently as possible.

Stock exchange releases are delivered to the Nasdaq Helsinki and major media without delay and published on the Company’s website. Stock exchange releases are published in Finnish and in English.

Press releases

Rovio publishes a press release on events relating to the group's business operations that do not meet the criteria set for stock exchange releases but are estimated to be newsworthy or to be of general interest to the Company's stakeholders. Such events might include, for example, minor acquisitions, product launches or general topics related to the Company's market.

Investor and analyst relations

Rovio arranges meetings with capital market representatives in order to ensure active interaction with different actors. Primarily, CEO and CFO, SVP, Corporate Communications & IR and the heads of business units attend analyst meetings. Other persons belonging to Rovio's management may also attend, when necessary.

Analysts’ market forecasts

Rovio may publish information on the analysts monitoring the Company and their evaluations of Rovio on the Company’s website. Analysts’ opinions, evaluations and forecasts are their own, and do not represent or reflect the opinions, evaluations or forecasts of the Company or its management.

Analysts and investors are provided only with material that has already been disclosed to the public. Upon request, Rovio may review an analysis or report made by an analyst, but only with regard to the accuracy of the information disclosed.

Media relations

Rovio aims to respond to inquiries from the media without delay and be actively in contact with the media representatives. Discussions with the media are based on information previously published by the Company or on market information generally available to the public. Information deviating from information previously disclosed by the Company is not introduced in individual statements, nor such supplementary information, which, together with the previously disclosed information, might form new material information.

Silent period

Rovio's silent period begins 30 days before the publication of an interim report, half year report or a financial statements release. During the silent period, Rovio's management or experts do not meet capital market representatives. During the silent period, Rovio does not make statements to the media on the Company’s financial position, markets or future. The silent period ends when the group’s interim report or financial statements release is published. Date and time of the operating results disclosure are published in October or November of the previous year, and they are available on the investor calendar on the Company's investor relations website.

If an event occurs during the silent period that requires immediate disclosure, Rovio will disclose the related information without delay in accordance with the provisions concerning the disclosure obligation and may comment on the said event.

Market rumors and information leaks

Rovio does not comment on market rumors, unless it is necessary to correct material or distinctly incorrect information. If the market rumor would be likely to have a significant effect on the value of the Company's financial instruments, Rovio may issue a stock exchange release in order to give the market accurate information or to correct materially incorrect or misleading information. If insider information relating to Rovio leaks out, Rovio issues a stock exchange release on the matter as soon as possible.

Communications channels, distribution of releases, and availability

The primary communications channels of Rovio are stock exchange and press releases, the Company's website and different meetings and occasions.

The communications department of Rovio is responsible for distributing stock exchange releases to the Nasdaq Helsinki and to major media, and for distributing the press releases to the media. The Company's financial reports as well as stock exchange releases and press releases will be available on the Company's website for a minimum of ten years from the publication.

Other relevant material, such as presentations of media and investor communications, potential teleconferences and webcasts, will be available on the group's website for a minimum of twelve months.

Insider instructions

Rovio's insider instructions and insider management comply with the requirements of the MAR and provisions issued thereunder, the guidelines of the Financial Supervisory Authority and ESMA, and the rules and insider guidelines of the Nasdaq Helsinki. In addition, Rovio complies with the Company’s own insider guidelines, approved by the Board of Directors.

Rovio has established instructions and procedures in order to ensure compliance with stipulations relating to market sounding set forth in the Market Abuse Regulation.

Rovio's so-called closed period lasts 30 days and it terminates the day after an operating results disclosure is published. During the closed period, Rovio's management and employees who do not hold executive positions but regularly participate in the preparation of interim reports, half year reports or the financial statements release and the financial statements or otherwise have regular access to essential financial information of Rovio may not trade in the Company’s financial instruments. Furthermore, Rovio does not purchase treasury shares during this period.

The Company applies a so-called whistleblowing system, which enables the Company's employees to notify, where there is a reasonable suspicion that someone employed by or at the service of Rovio has breached securities market legislation (Finnish Securities Markets Act and MAR) and provisions. If a doubt on a breach arises or if a breach can be substantiated, the case is taken to the competent authorities for investigations.

Changes, exceptional conditions and maintenance

Any decisions on amendments to the Disclosure Policy will be made by Rovio's Board of Directors. Minor or technical changes to the Disclosure Policy may be approved by Rovio's management team. If needed, Rovio's CEO may issue additional instructions on the implementation of the disclosure policy and, in individual cases, the CEO is entitled to deviate from the disclosure policy for weighty reasons within the limits of laws and regulations.