Rovio Entertainment Corp.: Notice to the Extraordinary General Meeting of Rovio Entertainment Corporation
Rovio Entertainment Corporation Stock Exchange Release August 22, 2023 at 1.00 p.m. EET
Notice to the Extraordinary General Meeting of Rovio Entertainment Corporation
Notice is given to the shareholders of Rovio Entertainment Corporation (“Rovio” or the “Company”) of the Extraordinary General Meeting to be held on Tuesday, September 12, 2023 at 1:00 p.m. (Finnish time) at the Company’s premises, Keilaranta 7, 02150 Espoo, Finland. The reception of persons who have registered for the Extraordinary General Meeting and the distribution of voting tickets will commence at the venue at 12:00 noon. There will be no catering at the venue.
On April 17, 2023, Sega Sammy Holdings Inc. (“SSHD”) and Rovio entered into a combination agreement (the “Combination Agreement”) pursuant to which Sega Europe Limited (the “Offeror”), that is directly and wholly owned by Sega Corporation, that, in turn, is directly and wholly owned by SSHD, made a tender offer for all of the issued and outstanding shares in Rovio, excluding shares held by Rovio and its subsidiaries, and all of the issued and outstanding options under Rovio’s Stock Options 2022A plan (the “Offer”). The Offer was commenced on May 8, 2023.
On August 10, 2023, the Offeror announced that it will complete the Offer in accordance with its terms and conditions. The offer consideration was paid on August 17, 2023 to each shareholder and option holder who had validly accepted the Offer, after which shares held by the Offeror represents approximately 96.3% percent of all of the issued and outstanding shares in Rovio that are not held by Rovio and any of its subsidiaries.
Pursuant to the Combination Agreement, as soon as the Offeror has publicly confirmed that it will complete the Offer, the Board of Directors of the Company shall, at the Offeror’s written request, convene an Extraordinary General Meeting of the Company. This notice, including the matters to be considered at the Extraordinary General Meeting, is based upon that written request by the Offeror.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to scrutinize 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. Resolution on the remuneration of the members of the Board of Directors
The Annual General Meeting of Rovio held on April 3, 2023 resolved on the monthly remuneration of the members of the Board of Directors as follows: to the Chair of the Board of Directors EUR 9,500; to the Vice Chair 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 Chair of the Audit Committee EUR 2,500. The Board members and committee members are also compensated for reasonable travel expenses arising from Board or committee work.
It is proposed to the Extraordinary General Meeting that the monthly remuneration to the members of the Board of Directors elected by the Annual General Meeting of the Company held on April 3, 2023 be paid in proportion to the length of their term.
It is further proposed that no remuneration is paid to the members of the Board of Directors to be elected for the term of office commencing at the close of the Extraordinary General Meeting and ending at the close of the next Annual General Meeting.
All members of the Board of Directors to be elected shall be compensated for reasonable travel and other expenses directly related to their Board work.
7. Resolution on the number of members of the Board of Directors
It is proposed to the Extraordinary General Meeting that the number of the members of the Board of Directors be three (3).
8. Election of the members of the Board of Directors
It is proposed to the Extraordinary General Meeting that Mr. Shuji Utsumi, Mr. Tatsuyuki Miyazaki and Mr. Alexandre Pelletier-Normand be elected as members of the Board of Directors for a term of office commencing at the closing of the Extraordinary General Meeting and ending at the closing of the next Annual General Meeting. The term of office of Rovio’s current Board members would end upon the commence of the term of the above-mentioned Board members.
It is further proposed to the Extraordinary General Meeting that Mr. Shuji Utsumi be elected as Chair of the Board of Directors and Mr. Tatsuyuki Miyazaki as the Vice Chair of the Board of Directors for the term ending at the closing of the next Annual General Meeting.
All persons mentioned above have given their consent to the position. A presentation of the members of the Board of Directors proposed for election can be found on Rovio’s website at https://investors.rovio.com/en/releases-events/general-meetings/extraordinary-general-meeting-2023.
9. Resolution on the disbandment of the Shareholders’ Nomination Board
Rovio has a Shareholders’ Nomination Board (the “Nomination Board”), which has been appointed by its Annual General Meeting on March 30, 2021. The Nomination Board has been established to serve until further notice.
It is proposed that the Extraordinary General Meeting resolves that the Nomination Board is disbanded so that the decision would become effective immediately upon having been taken by the Extraordinary General Meeting.
10. Closing of the Meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
The above-mentioned proposals for the decisions on the agenda of the Extraordinary General Meeting and this notice are available on Company's website at https://investors.rovio.com/en/releases-events/general-meetings/extraordinary-general-meeting-2023 . The proposals for decisions and the other above-mentioned documents are also available at the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website at the latest on September 26, 2023.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. Shareholders registered in the shareholder register
Each shareholder, who is on the record date of the meeting on August 31, 2023 registered in the shareholder register of the Company held by Euroclear Finland Oy, has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account or equity savings account is registered in the shareholder register of the Company.
Registration to the Extraordinary General Meeting commences on August 22, 2023 at 1:00 p.m. (Finnish time). A shareholder, who is registered in the Company's shareholder register and who wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than on September 6, 2023 at 10:00 a.m. (Finnish time) by giving a prior notice of participation, which shall be received by the Company no later than on the above-mentioned time. Such notice can be given:
a) through Company's website at the address https://investors.rovio.com/en/releases-events/general-meetings/extraordinary-general-meeting-2023
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 Extraordinary General Meeting and authorize a proxy representative. 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. In such a case, however, shareholders that are legal persons must notify their book-entry account number, their business identity code and other required information. If a legal person utilizes the Suomi.fi electronic authorization, as further described below in section C.3, registration requires a strong electronic identification from the authorized person, which works with bank codes or the mobile ID.
b) by telephone to +358 20 788 8300 from Monday to Friday between 9:00 a.m. and 4:00 p.m. (Finnish time); or
c) by regular mail to Rovio Entertainment Corporation, EGM 2023, Keilaranta 7, FI-02150 Espoo, Finland.
In connection with the registration, a shareholder shall provide their name, date of birth/personal identification number or business identity code, address, telephone number and email address and the name of a possible assistant or proxy representative and the date of birth/personal identification number of a proxy representative and any other information requested. Any personal data provided to the Company in connection with the registration will be processed in accordance with the Privacy Notice for the Extraordinary General Meeting for purposes related to organizing the Extraordinary General Meeting.
A shareholder, their authorized representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the meeting place.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which they on the record date of the Extraordinary General Meeting, i.e. on August 31, 2023, would be entitled to be registered in the shareholder register of the Company held by Euroclear Finland Oy. The right to participate in the Extraordinary 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 Oy at the latest on September 6, 2023 at 10:00 a.m. (Finnish time). As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder's register of the Company, the issuing of proxy documents and voting instructions and registration for the Extraordinary General Meeting from their custodian. The account manager of the custodian must register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, temporarily into the shareholder register of the Company by September 6, 2023 at 10:00 a.m. (Finnish time) at the latest.
For the sake of clarity, it is noted that holders of nominee-registered shares cannot register for the Extraordinary General Meeting on the Company’s website, but they must be registered by their custodians instead.
Further information on these matters can also be found on the Company's website at https://investors.rovio.com/en/releases-events/general-meetings/extraordinary-general-meeting-2023.
3. Proxy representative and powers of attorney
Shareholders may participate in the Extraordinary General Meeting and exercise their rights at the Extraordinary General Meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Extraordinary General Meeting. Proxy representatives registering electronically for the Extraordinary General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent.
If a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.
Natural persons may appoint a proxy representative in connection with the registration to the Extraordinary General Meeting at the Company’s website. Otherwise, a proxy document must be used.
Possible proxy documents should be delivered to the Company either in originals to the address Rovio Entertainment Corporation, EGM 2023, Keilaranta 7, FI-02150 Espoo, Finland or via email to rovio.egm@rovio.com before the last date for registration, by which time the proxy documents have to be received. In addition to delivering proxy documents, shareholders or their proxy representatives shall see to the registration for the Extraordinary General Meeting in the manner described above in this notice.
Shareholders that are legal entities may also, as an alternative to traditional proxy documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic “Representation at the General Meeting”). When registering for the Extraordinary General Meeting in Euroclear Finland Oy’s general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
4. Other instructions and information
The information concerning the Extraordinary General Meeting required under the Finnish Companies Act and the Finnish Securities Market Act is available on the Company's website https://investors.rovio.com/en/releases-events/general-meetings/extraordinary-general-meeting-2023.
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the Extraordinary General Meeting.
On the date of this notice to the Extraordinary General Meeting, the total number of shares in Rovio Entertainment Corporation and the total number of votes represented by such shares is 82,963,825. On the date of this notice to the Extraordinary General Meeting the Company holds 6,784,762 own shares. Such own shares do not carry voting rights at the Extraordinary General Meeting.
Changes in shareholding after the record date of the Extraordinary General Meeting August 31, 2023 will not affect the right to participate in the Extraordinary General Meeting or the number of votes of a shareholder at the Extraordinary General Meeting.
The Extraordinary General Meeting will be conducted in Finnish.
In Espoo, August 22, 2023
ROVIO ENTERTAINMENT CORPORATION
THE BOARD OF DIRECTORS
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