Notice to the Annual General Meeting of Remedy Entertainment Plc
Remedy Entertainment Plc | Stock Exchange Release | March 20, 2023, at 2.15 p.m. (EET)
Notice to the Annual General Meeting of Remedy Entertainment Plc
Shareholders of Remedy Entertainment Plc are summoned to the company’s Annual General Meeting, which will be held on Thursday April 13, 2023, starting at 09:00 a.m. (EEST) at the company’s office at Luomanportti 3, 02200 Espoo, Finland.
The reception of attendees who have preregistered for the meeting will commence at 8:30 a.m. (EEST) on the meeting venue.
The company’s shareholders can use their right to vote by way of advance voting. Advance voting instructions can be found in Section C of this notice.
Shareholders who have preregistered for the Annual General Meeting can also view the meeting through a live webstream. It is not possible to ask questions, submit counterproposals, speak, or vote through the webstream. Furthermore, viewing the meeting through the live webstream is not considered as participation in the General Meeting or as shareholder rights use. Further information on the webstream and preregistration can be found in Section C of this notice.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Board of Directors’ Report and the Auditor's Report for the year 2022
The CEO’s review.
The company’s Financial Statements, the Board of Directors’ Report and the Auditor’s Report will be available from March 20, 2023, onwards on the company’s website at investors.remedygames.com/annual-general-meeting-2023.
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on balance sheet and dividend distribution
As at December 31, 2022, Remedy Entertainment Plc’s non-restricted equity was EUR 61,280,970.55, and the financial year’s profit was EUR -1,818,929.75.
The Board of Directors proposes that the Annual General Meeting resolves to distribute a dividend of EUR 0.10 per share.
The ex-dividend date will be April 14, 2023. The dividend will be paid to shareholders who, on the record date of the dividend payment April 17, 2023, are recorded in the company’s shareholder register held by Euroclear Finland Oy. The Board of Directors proposes that the dividend will be paid on April 24, 2023.
9. Resolution on the discharge of Board members and the CEO from liability
10. Adoption of the Remuneration Policy
The Board of Directors proposes that the Annual General Meeting adopts the company’s Remuneration Policy. The Remuneration Policy will be available from March 20, 2023, onwards on the company’s website at investors.remedygames.com/annual-general-meeting-2023/.
11. Adoption of the Remuneration Report
The Board of Directors proposes that the Annual General Meeting adopts the company’s Remuneration Report for the year 2022. The Remuneration Report will be available from March 20, 2023, onwards on the company’s website at investors.remedygames.com/annual-general-meeting-2023/.
12. Resolution on the remuneration of Board members
Shareholders representing more than 10 percent of all the company’s shares and votes have proposed to the Annual General Meeting that the members of the Board of Directors will, for the term ending at the close of the Annual General Meeting in 2024, be paid the same remuneration as they are paid currently i.e. the Chairman of the Board of Directors is paid EUR 4500 per month and each of the other members of the Board of Directors are paid EUR 3000 per month.
13. Resolution on the number of Board members
Shareholders representing more than 10 percent of the company’s shares and votes have proposed to the Annual General Meeting that the number of members of the Board of Directors be resolved to be five. This proposal concerning the number of members is essential to the latter proposal from the same shareholders presented in item 14 regarding the election of members of the Board of Directors.
14. Election of Board members
Shareholders representing more than 10 percent of the company’s shares and votes have proposed to the Annual General Meeting that current Board members Markus Mäki (Chairman), Jussi Laakkonen, Henri Österlund, Kaisa Salakka and Sonja Ängeslevä will be re-elected to the Board of Directors. Of the current Board members, Christian Fredrikson is no longer available for election to the Board of Directors.
The Board member candidates’ CVs and their independence assessment is available on the company’s website at investors.remedygames.com/board-of-directors/.
15. Resolution on the Auditor’s remuneration
The Board of Directors proposes to the Annual General Meeting that the Auditor's fees be paid against the Auditor's reasonable invoice to be approved by the company.
16. 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 informed the company that Petri Sammalisto, APA, would continue as the company’s principally responsible auditor.
17. Authorising the Board of Directors to resolve on the repurchase of own shares
The Board of Directors proposes that the Annual General Meeting grants the Board of Directors an authorisation to resolve on the repurchase of Remedy Entertainment Plc’s own shares (treasury shares) in one or several instalments with the following terms:
By virtue of the authorisation, the Board of Directors can resolve on the repurchase of a total maximum of 700,000 treasury shares by using the company’s non-restricted equity. The proposed maximum number of shares that can be repurchased equals to approximately 5.20 percent of the company’s all shares at the date of this notice.
Treasury shares are repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders in public trading at the market price quoted at the time of purchase. Treasury shares are repurchased and paid pursuant to the rules of Euroclear Finland Oy and conducted in accordance with the Market Abuse Regulations (EU) N:o 596/2014. The Board of Directors has the authority to decide on all other matters pertaining to the repurchase of treasury shares.
The authorisation is valid until the close of the company’s following Annual General Meeting, but no longer than 18 months from the date of the Annual General Meeting’s resolution. The authorisation replaces the share repurchase authorisation given to the Board of Directors by the company’s Annual General Meeting held on 13 April 2022.
18. Authorising the Board of Directors to resolve on the issuances of shares and special rights to shares
The Board of Directors proposes that the Annual General Meeting grants the Board of Directors an authorisation to resolve on the issuance of new shares, treasury shares and special rights to shares in one or several instalments with the following terms:
By virtue of the authorisation, the Board of Directors can resolve on the issuance of a maximum total of 700,000 new shares or treasury shares held by the company either against payment or without payment. The proposed maximum number of shares equals to approximately 5.20 percent of the company’s all shares at the date of this notice. The Board of Directors is also entitled to resolve on the issuance of option rights and other special rights to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act either against payment or without payment within the maximum number of shares referred to above.
The new shares, treasury shares held by the company and special rights to shares may also be issued in deviation from shareholders’ pre-emptive subscription right in a directed issuance if there is a weighty financial reason for doing so from the company’s point of view. The Board of Directors has the authority to decide on all other matters pertaining to the issuances of shares and special rights to shares.
The authorisation is valid until the close of the company’s following Annual General Meeting, but no longer than 18 months from the date of the Annual General Meeting’s resolution. The authorisation replaces the previous authorisation to resolve on the issuance of shares and special rights entitling to shares which was given to the Board of Directors by the company’s Annual General Meeting held on 13 April 2022.
19. Amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to amend Article 9 of the company’s Articles of Association so that the Board of Directors can decide that a General Meeting is held without a physical meeting venue. In its amended form, Article 9 of the company’s Articles of Association would read as follows (proposed change and addition in bold).
“9 § General Meetings
The Annual General Meeting shall be held annually within six months from the termination of the financial year on a date determined by the Board of Directors. Extraordinary General Meetings shall be held whenever the Board of Directors considers it necessary, or if the auditor or shareholders, representing no less than a tenth of all shares issued by the company, request in writing that a General Meeting is to be held in order to discuss a specific matter. General Meetings of the company may be held in a venue decided by the Board of Directors in Espoo, Helsinki or Vantaa, Finland.
The Board of Directors may also decide that the General Meeting will be held without a meeting venue so that shareholders exercise their decision-making power during the meeting in full and in real time using telecommunication connections and technical means (remote meeting)."
The company’s Articles of Association would remain unchanged in all other respects.
20. Closing of the meeting
B. GENERAL MEETING DOCUMENTS
This notice, which includes all resolution proposals on the agenda of the Annual General Meeting, is available on the company’s website at investors.remedygames.com/annual-general-meeting-2023/.
Remedy Entertainment Plc’s Financial Statements, Board of Directors’ Report, Auditor’s Report, Remuneration Policy, and Remuneration Report will be available from March 20, 2023, onwards on the aforementioned website and these documents will also be available at the meeting venue. The meeting minutes will be available at the latest by April 27, 2023, on the company’s website at investors.remedygames.com/annual-general-meeting-2023/.
C. INSTRUCTIONS FOR GENERAL MEETING PARTICIPANTS
1. Shareholders registered in the company’s shareholder register
Each shareholder who is on the General Meeting record date, March 30, 2023, registered in the company’s shareholder register held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose Remedy shares are registered on his or her personal Finnish book-entry account is registered in the company’s shareholder register.
Participation in the General Meeting requires preregistration. The preregistration period begins on March 21, 2023, and it ends on April 6, 2023 at 10:00 a.m. (EEST), by which time the preregistration must have been received.
A preregistration to the General Meeting can be done as follows:
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A. |
On the company’s website at investors.remedygames.com/annual-general-meeting-2023/. |
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B. |
By e-mail to [email protected]. |
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C. |
By ordinary mail to Innovatics Oy, Annual General Meeting / Remedy Entertainment Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. |
In connection with the preregistration, shareholders need to provide any requested information, such as the shareholder’s name, date of birth or corporate registration number, address, telephone number and e-mail address as well as name of the shareholder’s potential assistant or proxy representative and the date of birth of a potential proxy.
Online preregistration on the company’s website requires that the shareholder or his or her representative is verified through strong identification with Bank IDs or Finnish Mobile ID. Shareholders who preregister by e-mail or ordinary mail can use the preregistration and advance voting form available at the company’s website at investors.remedygames.com/annual-general-meeting-2023/.
Any personal data given by the shareholder to Remedy Entertainment Plc will be used only for General Meeting purposes and to process the General Meeting registration.
Upon request, each shareholder and proxy representative need to be able to prove their identity or representation right at the meeting venue.
Further information on preregistration and advance voting is available during the preregistration period of the General Meeting by telephone at +358 10 2818 909 on business days between 9.00 a.m. and 12.00 noon and between 1.00 p.m. and 4.00 p.m. (EEST).
2. 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 that he or she would, on the General Meeting record date, March 30, 2023, be entitled to be registered in the company’s shareholder register held by Euroclear Finland Oy. Additionally, to be entitled to participate in the Annual General Meeting, the shareholder must also have been temporarily registered with those shares in the company’s shareholder register held by Euroclear Finland Oy at the latest by April 6, 2023, at 10:00 a.m. (EEST). For nominee registered shares, this constitutes due preregistration for the Annual General Meeting.
Holders of nominee registered shares are advised to without delay be in contact with and ask their custodian bank for instructions about how to effect the temporary registration into the company’s shareholder register, required proxy documents and how to preregister to the General Meeting and to vote in advance. The custodian bank’s account management organisation needs to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the company’s shareholders’ register and, if necessary, vote in advance on behalf of the nominee-registered shareholder at the latest by April 6, 2023, at 10:00 a.m. (EEST).
Further information is available on the company’s website at investors.remedygames.com/annual-general-meeting-2023/.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise his or her shareholder rights at the meeting by way of proxy representation. Proxy representatives may also choose to vote in advance in the manner described in Section C4 of this notice. A proxy representative must log into the online preregistration and advance voting service with strong identification, after which her or she can preregister and vote in advance on behalf of the shareholder that he or she represents.
Proxy representatives need to produce a dated proxy or be able to otherwise prove their right to represent a shareholder at the General Meeting. A representation right can be proven by using the suomi.fi e-authorisation service contained within the online preregistration service. Further information on e-authorisation is available at www.suomi.fi/e-authorizations. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares with which each proxy representative represents the shareholder need to be identified in connection with the preregistration to the meeting.
Potential proxy documents need to be sent in primarily as attachments in connection with the online preregistration or alternatively by e-mail to [email protected] or by ordinary mail to Innovatics Oy, Annual General Meeting / Remedy Entertainment Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. Proxy documents must be received by the end of the preregistration period at April 6, 2023 at 10:00 a.m. (EEST). In addition to sending in proxy documents, shareholders or their proxy representatives need to preregister for the General Meeting as described in this notice.
A proxy template is available at the company’s website at investors.remedygames.com/annual-general-meeting-2023/.
4. Voting in advance
A shareholder whose Remedy shares are registered on his or her personal Finnish book-entry account can between March 21, 2023, and April 6, 2023 at 10:00 a.m. (EEST) vote in advance on certain items on the General Meeting agenda.
Advance votes can be cast as follows:
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A. |
On the company’s website at investors.remedygames.com/annual-general-meeting-2023/. Online advance voting requires that the shareholder or his or her proxy representative is verified through strong identification with Bank IDs or Finnish Mobile ID. |
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B. |
By e-mail or ordinary mail. Advance voting through e-mail or ordinary mail can be done by sending in the preregistration and advance voting form available on the company’s website or corresponding information to Innovatics Oy by e-mail to [email protected] or by ordinary mail to Innovatics Oy, Annual General Meeting / Remedy Entertainment Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. The advance votes need to be received by the end of the advance voting period. If advance votes are sent in before the end of the preregistration and advance voting period as described herein, this constitutes due preregistration to the General Meeting, as long as the provided information contains all information needed to process a preregistration. |
A shareholder who has voted in advance cannot use his or her right, pursuant to the Finnish Companies Act, to ask questions or the right to require that an agenda item is put up to a vote, if the shareholder does not participate in the General Meeting on the meeting venue personally or through a representative.
For nominee-registered shareholders, advance voting needs to be taken care of by their custodian bank. A custodian bank can vote in advance on behalf of those nominee-registered shareholders that the custodian bank represents in accordance with their voting instructions within the registration period for nominee-registered shareholders.
A resolution proposal that is subject to advance voting is considered to have been presented unchanged to the General Meeting.
5. Other instructions and information
The General Meeting will be held in Finnish. Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the meeting venue has the right to ask questions about those matters that are on the General Meeting agenda.
The General Meeting can be viewed through a live webstream. It is not possible to ask questions, submit counterproposals, speak, or vote through the webstream. Furthermore, viewing the meeting through the live webstream is not considered as participation in the General Meeting or as shareholder rights use. The link and password to the webstream will be sent the day before the General Meeting by e-mail or SMS to the e-mail address or mobile phone number provided in connection with the preregistration to all those who have preregistered for the General Meeting. Further information on the service used to send the webcast and a link to test hardware compatibility, please visit https://flik.videosync.fi/katsoja-testi.
On the date of this notice, March 20, 2023, Remedy Entertainment Plc has a total of 13,469,100 shares, which represent the same number of votes. The company does not have any treasury shares on the date of this notice.
Changes in a shareholder’s holdings that have occurred after the General Meeting record date do not affect the shareholder’s right to participate in the General Meeting or the shareholder’s number of votes in the General Meeting.
In Espoo, March 20, 2023
Remedy Entertainment Plc
The Board of Directors
MORE INFORMATION
Henrik Hautamäki, Head of Legal
Phone: +358 50 359 6150
Email: [email protected]
Veli-Pekka Puolakanaho, Corporate Development Director
Phone: +358 50 430 0936
Email: [email protected]
REMEDY IN BRIEF
Remedy Entertainment Plc is a pioneering, globally renowned video game company founded in 1995 and headquartered in Finland with an office in Stockholm, Sweden. Known for its story-driven and visually stunning action games, Remedy has created multiple successful, critically acclaimed franchises such as Control, Alan Wake and Max Payne. Remedy also develops its own Northlight® game engine and tools technology that powers many of its games. The company employs over 330 game industry professionals from 34 different countries. Remedy’s shares are listed on Nasdaq Helsinki’s official list.
www.remedygames.com
