Remedy Entertainment Plc | Company announcement 2:00 pm (EET) 22 March 2021
Notice to Annual General Meeting of Remedy Entertainment Plc
Notice is given to the shareholders of Remedy Entertainment Plc to the Annual General Meeting to be held on Wednesday 14 April 2021 at 9:00 am (EET) at the Company’s office at Luomanportti 3, 02200 Espoo, Finland. The shareholders of the Company and their proxy representatives can only participate in the meeting and exercise the shareholder’s rights by voting in advance as well as by submitting counterproposals and asking questions in advance in accordance with the instructions set out in this notice and other instructions provided by the Company. It is not possible to attend the meeting in person. Instructions for shareholders are provided in section C of this notice “Instructions for the participants in the Annual General Meeting”.
The Board of Directors of the Company has resolved on extraordinary meeting procedures pursuant to temporary legislation (667/2020) entered into force on 3 October 2020. In order to prevent the spread of the COVID- 19 pandemic the Company has resolved to take actions enabled by the legislation 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, and that shareholders have equal opportunities to participate in the meeting, whilst ensuring compliance with the restrictions imposed by the authorities, as in force from time to time.
The Annual General Meeting can be followed by the registered shareholders according to the instructions provided in section C of this notice “Instructions for the participants in the Annual General Meeting”. Persons following the meeting in this manner are not considered participants in the Annual General Meeting. Accordingly, shareholders will not have the possibility to address the meeting or participate in any vote, among other things, during the meeting. The video stream will be arranged only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the authorities due to the coronavirus pandemic.
The Company will provide materials relating to the agenda on its website https://investors.remedygames.com/annual-general-meeting-2021 on week 12.
The Chairman of the Board of Directors and the CEO will be participating in the Annual general Meeting. The other management of the Company will not be participating in the meeting.
A. MATTERS ON THE AGENDA OF THE MEETING
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the Meeting to order
Antti Hannula, Attorney-at-law from Nordia Attorneys at Law, will act as the Chairperson of the meeting. In the event Antti Hannula is prevented for a weighty reason from acting as the Chairperson, the Board of Directors will appoint the person it deems most suitable to act as the Chairperson.
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
Lauri Haavisto, Senior Manager Investor & Talent Relations of the Company, will scrutinise the minutes and supervise the counting of the votes. In the event Lauri Heikkilä is prevented for a weighty reason from scrutinising the minutes and supervising the counting of votes, the Board of Directors will appoint the person it deems most suitable to scrutinise the minutes and supervise the counting of votes.
4. Recording the legality of the Annual General Meeting
5. Recording the attendance at the Annual General Meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the general meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Companies Act shall be deemed shareholders participating in the meeting.
6. Presentation of the Financial Statements, the report of the Board of Directors and the Auditor’s report for the year 2020
Review by the CEO.
Since the Annual General Meeting may only be attended by voting in advance, the Company’s 2020 Annual Report, which includes the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, and which is available on the Company’s website https://investors.remedygames.com/annual-general-meeting-2021 no later than on week 12, commencing on 22 March 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
Remedy Entertainment Plc had non-restricted equity of 28 652 598.85 euros on 31 December 2020, and profit for the financial year was 10 336 676.75 euros. The Board of Directors proposes to the Annual General Meeting a dividend distribution of 0.15 euros per share. Based on the number of shares outstanding as at the date of this notice the total amount of the proposed dividend would be 1 960 822.50 euros. 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 16 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 26 April 2021.
As the Board of Directors proposes 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 (1/10) of all shares. The amount of the minority dividend is approximately 2 831 303 euros (based on the situation on the date of this notice, approximately 0.22 euros 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 and the CEO from liability
10. Resolution on the remuneration of the members of the Board
Shareholders representing more than 10 percent of all shares and votes of the Company have proposed to the Annual General Meeting that the members of the Board of Directors be paid for the term ending at the closure of the Annual General Meeting in 2022 the following remuneration: 4 500 euros per month for the Chairman of the Board and 3 000 euros per month for each of the other members of the Board of Directors.
11. Resolution on the number of members of the Board
Shareholders representing more than 10 percent of all shares and votes of the Company have proposed to the Annual General Meeting that the number of the members of the Board of Directors to be five. The proposal concerning the number of members is essential to the latter proposal from the same shareholders presented in section 12 of electing members of the Board of Directors.
12. Election of members of the Board
Shareholders representing more than 10 percent of all shares and votes of the Company have proposed to the Annual General Meeting that the Board of Directors remain unchanged and that Markus Mäki (Chairman), Christian Fredrikson, Jussi Laakkonen, Ossi Pohjola and Henri Österlund be elected as the members of the Board.
Essential biographical information on all Board member candidates is given on the Company’s website at https://investors.remedygames.com/board-of-directors/. All the proposed individuals have given their consent to being elected.
13. Resolution on the remuneration of the Auditor
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.
14. Election of the Auditor
The Board of Directors proposes to the Annual General Meeting that audit firm KPMG Oy Ab be re-elected as the Company’s Auditor. KPMG Oy Ab has announced that it will appoint Petri Sammalisto, APA, as the principally responsible auditor.
15. Authorising the Board to resolve on the repurchase of Company’s own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide, in one or several instalments, on the repurchase of maximum of 500 000 Company’s own shares by using the Company’s non-restricted equity. The proposed number of shares corresponds to approximately 3.82 percent of all the shares of the Company on the date of this notice.
The shares are to be repurchased otherwise than in proposition to the shareholders’ shares at market price of the time of purchase in public trading organized on Nasdaq Helsinki Ltd operated Nasdaq First North Growth Market Finland marketplace. The shares are to be repurchased and paid according to the rules of Euroclear Finland Ltd and conducted in accordance with the Market Abuse Regulation (EU) N:o 596/2014. The Board of Directors is authorised to decide on the repurchase of Company’s own shares in all other respects.
The authorisation is proposed to be in effect until the end of the next Annual General Meeting, but no longer than until 14 October 2022. The authorisation replaces the previous authorisation given by the Annual General Meeting on 6 April 2020 to repurchase Company’s own shares.
16. Authorising the Board to resolve on the issuances of shares or giving stock options or
other special rights
The Board of Directors proposes it to be authorised to resolve on the issuances of shares. Under the authorisation, the Board of Directors would be entitled to decide on one or more issuances of shares in which a maximum of 1 500 000 new or Company-owned shares are issued to be subscribed for a fee, corresponding to approximately 11.47 percent of all the shares of the Company on the date of this notice. Each resolution made by the Board of Directors to issue shares defines the share subscription price and other terms and conditions of the share issue. The authorisation would also authorise issuing shares with derogation from the shareholders’ pre-emption right. Additionally the authorisation would entitle the Board of Directors to resolve on giving stock options or other special rights in accordance with Chapter 10, Section 1 of the Finnish Companies Act within the maximum number of shares mentioned above.
The authorisation is valid for five (5) years from the date of the Annual General Meeting and replaces previous authorisations for share issues or stock options.
17. Closing of the Annual General Meeting
B. DOCUMENTS OF THE MEETING
This notice, containing all the proposals for the decisions on the matters on the agenda of the Annual General Meeting, is available on Company’s website https://investors.remedygames.com/annual-general-meeting-2021. The Financial Statements, the Board of Directors’ Report and the Auditor’s Report are available on the above-mentioned website on week 12, commencing on 22 March 2021, at the latest. Copies of the aforementioned documents and of this notice shall be sent to shareholders upon request.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. It is also not possible for shareholders or their representatives to participate via real-time technical connection. The shareholders and their proxy representatives can participate in the meeting and exercise the shareholder’s rights only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions set out below.
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 31 March 2021 in the shareholders’ 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 Finnish book-entry account, is registered in the shareholders’ register of the Company. Shareholders can only participate in the Annual General Meeting and use their rights by voting in advance by following the below instructions.
2. Registration and advance voting
The registration will begin on 22 March 2021. The registration will begin on 26 March 2021 at 12:00 am EET, when the deadline for submitting counterproposals to be put to a vote has expired and counterproposals published at the Company’s website https://investors.remedygames.com/annual-general-meeting-2021. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting and vote in advance no later than on 8 April 2021 at 16:00 pm EET by which time the registration and votes must be received. Registration to the Annual General Meeting without submitting advance votes will not be considered participation in the Annual General Meeting.
In connection with the registration, a shareholder shall notify the requested information such as, his/her name, personal/business ID, telephone number, as well as the name of a possible proxy representative or legal representative, and the personal ID of the proxy representative or legal representative. The personal data given by the shareholders or the representatives to Innovatics Ltd or the Company is used only in connection with the Annual General Meeting and with the processing of necessary related registrations.
A shareholder who has a Finnish book-entry account can register and vote in advance on certain items on the agenda of the Annual General Meeting during the period beginning on 26 March 2021 at 12:00 am EET and ending on 8 April 2021 at 16:00 pm EET in the following manners:
a) at the Company’s website https://investors.remedygames.com/annual-general-meeting-2021
The Finnish personal identity code or business ID of the shareholder as well as strong identification with Finnish banking codes or mobile ID by the shareholder or the proxy representative is needed for electronic registration and advance voting.
b) by post or email
A shareholder may submit the advance voting form available on the Company’s website or corresponding information by mail to Innovatics Ltd to the address Innovatics Oy, AGM/Remedy, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi. If a shareholder participates in the Annual General Meeting by submitting advance votes by mail or email to Innovatics Ltd, the submission of votes before the due date of the registration period and advance voting constitutes due registration for the Annual General Meeting provided that the aforementioned information required for the registration is received before the end of the advance voting period.
The advance voting instructions will be available on the Company’s website at https://investors.remedygames.com/annual-general-meeting-2021 on 26 March 2021 at the latest.
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 as described in thus notice.
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.
A power of attorney template and voting instructions will be available on the Company’s website at https://investors.remedygames.com/annual-general-meeting-2021 on 26 March 2021 at the latest when the deadline for submitting counterproposals to be put to a vote has expired and possible counterproposals published at the Company’s website. Possible proxy documents are to be delivered primarily as an attachment by email to yk@remedygames.com or as originals by mail to the address Remedy Entertainment Plc, AGM, Luomanportti 3, 02200 Espoo, Finland. The proxy documents must be received before the end of the registration and advance voting period.
Submitting a proxy before the end of the registration and advance voting period constitutes due registration for the general meeting, provided that the information required for registration listed above is included in the documents.
4. Holder of nominee registered share
A holder of nominee registered share 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 31 March 2021, would be entitled to be registered in the shareholders’ register of the Company maintained 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 shareholders’ register of the Company held by Euroclear Finland Ltd on 9 April 2021 by 10:00 EET at the latest. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
A holder of nominee registered share is advised to request, without delay, necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered share temporarily into the shareholders’ register of the Company at the latest by the time stated above and see to the voting in advance on behalf of a holder of nominee registered shares before the due date.
5. Making counterproposals to the proposed resolutions and presenting questions in advance
Shareholders who hold at least one hundredth of all the shares in the Company have the right to submit counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to yk@remedygames.com by 25 March 2021 at 12:00 am EET, at the latest. The shareholders shall in connection with the counterproposal present a statement of their shareholding. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting represent at least one hundredth of all shares in the Company. If a counterproposal will not be taken up for consideration at the Annual General Meeting, the votes given in favour of the counterproposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company‘s website https://investors.remedygames.com/annual-general-meeting-2021 on 26 March 2021 at the latest.
A shareholder has the right to pose questions with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act by email to agm@innovatics.fi or by regular mail to Innovatics Ltd to the address Innovatics Oy, AGM/Remedy, Ratamestarinkatu 13 A, 00520 Helsinki no later than 30 March 2021 at 16:00 pm EET, by which time the counterproposals must be received. The Company will publish such questions by shareholders, responses to the questions by the Company‘s management as well as other counterproposals than those put up to a vote on the Company‘s website at https://investors.remedygames.com/annual-general-meeting-2021 on 6 April 2021 at the latest. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the Company of his/her shareholdings.
6. Possibility to follow the Annual General Meeting over the internet via a video stream
Registered shareholders have the option to follow the Annual General Meeting over the internet via a video stream by ordering a video stream link in advance in connection with the electronic advance voting. The link to the video stream is personal. The link to the video stream and instructions to follow the meeting via the video stream will be sent after the record date of the Annual General Meeting by e-mail and/or SMS to those subscribers who are on the record date of the Annual General Meeting shareholders registered in the shareholders’ register or their representatives.
Following the meeting over the internet via the video stream is not considered participation in the Annual General Meeting. Accordingly, shareholders will not have the possibility to address the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act or participate in any vote, among other things, during the meeting. The attendance list of the Annual General Meeting and voting results are determined solely based on the advance votes. Shareholders cannot thus exercise their voting rights when following the meeting through the video stream, but votes must be cast in advance.
7. Other instructions / information
On the date of this notice to the Annual General Meeting 22 March 2021, the total number of shares in Remedy Entertainment Plc is 13 072 150 shares, all of the same series. The Company does not hold own shares on the date of this notice to the Annual General Meeting.
The Meeting will be conducted in Finnish.
In Espoo, 22 March 2021
Remedy Entertainment Plc
The Board of Directors
More information
Tero Virtala, CEO
Phone: +358 9 435 5040
Email: tero.virtala@remedygames.com
Lauri Haavisto, Senior Manager, Investor & Talent Relations
Phone: +358 9 435 5040
Email: lauri@remedygames.com
Alexander Corporate Finance Oy, Certified Adviser
Phone: +358 50 520 4098
Remedy in brief
Remedy Entertainment Plc is a globally successful video game company known for story-driven and visually stunning console and computer games such as Control, Alan Wake and Max Payne. Remedy also develops its own Northlight game engine and game development tools.
Founded and based in 1995, Finland, the company employs over 280 game industry professionals from 30 different countries. Remedy is listed on the Nasdaq First North Growth Market Finland marketplace.
Distribution:
Nasdaq Helsinki Ltd
Key media
www.remedygames.com