ROVIO ENTERTAINMENT CORPORATION STOCK EXCHANGE RELEASE April 9, 2019 at 5:15 p.m. EEST
Decisions of the Annual General Meeting of Rovio Entertainment Corporation
The Annual General Meeting of Rovio Entertainment Corporation was held on April 9, 2019, beginning at 2.00 p.m. at the address Salomonkatu 15 (Tennispalatsi, theatre 2 (2nd floor)), Helsinki, Finland. The Annual General Meeting adopted all the proposals to the General Meeting by the Board of Directors, approved the financial statements for the financial year 2018 and discharged the company’s management from liability.
Use of the profit shown on the balance sheet and payment of dividends
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, to distribute a dividend of EUR 0.09 per share. The remaining part of the distributable funds will be retained in the shareholders’ equity. The dividend will be paid to shareholders who on the record date of the dividend payment April 11, 2019 are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend will be paid on April 18, 2019.
Election and remuneration of the members of the Board of Directors
The Annual General Meeting decided that the Board of Directors shall comprise seven (7) members. Mr. Kaj Hed, Ms. Camilla Hed-Wilson, Mr. Kim Ignatius, Mr. Mika Ihamuotila, Mr. Fredrik Löving, Mr. Jeferson Valadares and Ms. Jenny Wolfram were elected members of the Board of Directors for the term of office ending at the closure of the Annual General Meeting in 2020.
Mr. Mika Ihamuotila was elected Chairman of the Board of Directors.
Mr. Kaj Hed was elected Vice Chairman of the Board of Directors.
The remuneration of the members of the Board of Directors was kept unchanged and monthly remuneration will be paid as follows: to the Chairman of the Board of Directors EUR 9,500, to the Vice Chairman of the Board of Directors EUR 7,500, to the other members of the Board of Directors EUR 5,000 each, and as additional monthly compensation to the Chairman of the Audit Committee EUR 2,500. If the Chairman of the Audit Committee is the Chairman or Vice Chairman of the Board of Directors, no additional compensation will be paid. The company will compensate reasonable travel expenses of the Board members and committee members arising from Board or committee work.
Election and remuneration of the auditor
Ernst & Young Oy, authorized public accountants, was re-elected auditor of the company. Ernst & Young Oy has notified that Mr. Mikko Rytilahti, APA, will act as the auditor with principal responsibility. The auditor’s term of office will end at the closure of the Annual General Meeting in 2020. The auditor will be paid remuneration according to the auditor’s reasonable invoice approved by the company.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares
The Annual General Meeting authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares. The number of own shares to be repurchased and/or accepted as pledge may not exceed 7,946,474 shares, which corresponds to approximately 10 percent of all the current shares of the company. 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.
Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization. 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 is in force until the closing of the next Annual General Meeting, however no longer than until June 30, 2020.
Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Annual General Meeting authorized 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. The number of new shares to be issued on the basis of the authorization may not exceed an aggregate maximum of 7,946,474 shares, which corresponds to approximately 10 percent of all the current shares of the company. In addition to the authorization to issue new shares, the Board of Directors may decide on the conveyance of an aggregate maximum of 7,946,474 own shares held by 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 is in force until the closing of the next Annual General Meeting, however no longer than until June 30, 2020.
Decisions taken by the organizing meeting of the Board of Directors
In its organizing meeting, which was held immediately after the General Meeting, the Board of Directors elected from amongst its members Mr. Kim Ignatius (Chair), Mr. Mika Ihamuotila and Ms. Jenny Wolfram as members of the Audit Committee, and Mr. Kim Ignatius (Chair), Ms. Camilla Hed-Wilson, Mr. Mika Ihamuotila and Ms. Jenny Wolfram as members of the Remuneration Committee.
Helsinki, April 9, 2019
Rovio Entertainment Corporation
The Board of Directors
Additional information:
Minna Raitanen, General Counsel, tel. +358 207 888 300 (switchboard)
Distribution:
Nasdaq Helsinki Ltd
Principal media
www.rovio.com
About Rovio:
Rovio Entertainment Corporation is a global, games-first entertainment company that creates, develops and publishes mobile games, which have been downloaded 4.5 billion times so far. The Company 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, the Company offers multiple mobile games, animations and has produced The Angry Birds Movie, which opened number one in theatres in 50 countries and the sequel which is in production. 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)