Annual General Meeting 2021

Notice to the Annual General Meeting

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.

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: Register and vote in advance [Registration period has ended]

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 to Euroclear Finland Ltd., Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki or by e-mail to yhtiokokous@euroclear.eu.

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.

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.

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.

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 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 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.