Next Games Corporation Company Release May 5, 2020 at 14:00 EEST
Notice is given to the shareholders of Next Games Corporation that the annual general meeting is to be held on Wednesday, 27 May 2020 at 10:00 a.m. (Finnish time) at the offices of Castrén & Snellman Attorneys Ltd at Eteläesplanadi 14, Helsinki, Finland.
In order to limit the spread of the COVID-19 epidemic, the company’s board of directors has decided to adopt the exceptional meeting procedure provided for in the temporary legislation approved by the Finnish Parliament on 24 April 2020. The board of directors has decided to take the measures permitted by the temporary legislation in order to hold the general meeting in a predicable manner while also taking into account the health and safety of its shareholders, personnel and other stakeholders.
The company’s shareholders can participate in the meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance. Instructions for shareholders are provided in section C. Instructions for participants in the general meeting.
It will not be possible to participate in the meeting in person, and no video link to the meeting venue will be provided. The company’s board of directors, CEO and other management will not be present at the meeting venue. The CEO’s pre-recorded address will be published on the company’s website on the date of the meeting.
A. Matters on the Agenda of the General Meeting
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney Merja Kivelä will serve as chairperson of the general meeting.
In the event Merja Kivelä is prevented from serving as the chairperson for a weighty reason, the board of directors will appoint a person they deem most suitable to serve as the chairperson.
3. Election of the persons to scrutinise the minutes and to supervise the counting of votes
The company’s Junior Legal Specialist Teemu Soikkeli will serve as the person to scrutinise the minutes and supervise the counting of votes.
If Teemu Soikkeli is prevented from serving as the person to scrutinise the minutes and supervise the counting of votes for a weighty reason, the board of directors will appoint a person they deem most suitable to scrutinise the minutes and 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
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 Limited Liability Companies Act will be deemed shareholders participating in the meeting.
6. Presentation of the financial statements, report of the board of directors and the auditor’s report for the year 2019
Because it is only possible to participate in the general meeting by voting in advance, the company’s annual report published on 13 March 2020, which includes the company’s financial statements and report of the board of directors as well as the auditor’s report and which is available on the company’s website, will be deemed to have been presented to the general meeting.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and on the payment of dividends
The board of directors proposes that no dividends be distributed for the 2019 financial period.
9. Resolution on the discharge of the members of the board of directors and the CEO from liability for the 2019 financial period
10. Discussion of the remuneration policy for governing bodies
Because it is only possible to participate in the general meeting by voting in advance, the remuneration policy, which is attached to this notice and is available on the company’s website, will be deemed to have been presented to the general meeting.
11. Resolution on the remuneration of the members of the board of directors
Shareholders representing a total of approximately 36.8% of the shares and votes in the company propose that the remuneration paid to the members of the board of directors be kept the same for a term that ends at the end of the first annual general meeting following the election as follows:
- Chairperson of the board, EUR 4,500 per month,
- Other members of the board, EUR 2,500 per month and
- Members of the remuneration committee and audit committee, a further EUR 1,000 per each committee meeting.
It is further proposed that the travel expenses of members of the board of directors be compensated in accordance with the company’s travel policy.
12. Resolution on the number of the members of the board of directors
Shareholders representing a total of approximately 36.8% of the shares and votes in the company propose that six members be elected to the board of directors.
13. Election of members of the board of directors
Shareholders representing a total of approximately 36.8% of the shares and votes in the company propose that the current members of the board of directors Petri Niemi, Elina Anckar, Nicholas Seibert, Xenophin Lategan, Peter Levin and Jari Ovaskainen be re-elected for a term that ends at the end of the first annual general meeting following the election.
The candidates have consented to being elected.
The personal information and positions of trust of the candidates for the board of directors have been presented on the company's website at https://www.nextgames.com/agm2020.
14. Resolution on the remuneration of the auditor
The board of directors proposes, based on the recommendation of the audit committee, that the auditor be remunerated in accordance with the invoice approved by the company.
15. Election of the auditor
The board of directors proposes, based on the recommendation of the audit committee, that audit firm Deloitte Oy be elected as the company’s auditor for a term that ends at the end of the first annual general meeting following the election. Deloitte Oy has informed the company that Mikko Lahtinen, APA, will serve as the responsible auditor.
16. Authorisation of the board of directors to decide on the repurchase and/or acceptance as pledge of the company own shares
The board of directors proposes that the general meeting authorise the board of directors to decide on the repurchase and/or acceptance as pledge of the Company’s own shares:
Under the authorisation, a maximum of 1,800,000 shares may be repurchased and/or accepted as pledge in one or more tranches, which corresponds to approximately 6.45% of all registered shares in the company on the date hereof.
The shares are to be repurchased using the company’s unrestricted equity, on a multilateral trading facility in trading organised by Nasdaq Helsinki Ltd in accordance with its rules and instructions, due to which the repurchase will take place in directed manner, i.e. otherwise than in proportion to the shareholdings of the shareholders.
The consideration payable for the repurchase of the shares shall be based on the price of the company’s share on a multilateral trading facility so that the minimum price for the repurchased shares is the lowest market price quoted on a multilateral trading facility during the validity period of the authorisation, and correspondingly, the maximum price is the highest market price of the share quoted on a multilateral trading facility during the validity period of the authorisation.
The shares can be repurchased or accepted as pledge in order to develop the company’s equity structure, implement mergers and acquisitions or financial arrangements, implement the company’s incentive schemes or to be otherwise further transferred or nullified.
The authorisation will revoke the authorisation issued by the company’s annual general meeting of 21 May 2019 to decide on the repurchase of the company’s own shares.
It is proposed that the authorisation be valid until 30 November 2021.
17. Authorisation of the board of directors to decide on the issuance of shares and/or the issuance of option rights and other special rights entitling to shares
The company’s board of directors proposes that the general meeting authorise the board of directors to decide on the issuance of shares and/or the issuance of option rights or other special rights entitling to shares as follows:
Under the authorisation, a maximum of 2,700,000 shares may be issued in one or several tranches, corresponding to approximately 9.67% of all registered shares in the company on the date hereof.
The share issue and/or issue of option rights or other special rights can be carried out in deviation from the shareholders’ pre-emptive subscription right (directed issue).
Under the authorisation, shares and/or option rights and other special rights can be issued, e.g. for the implementation of mergers and acquisitions or financial arrangements, in consideration for new licenses, for the establishment of new strategic partnerships, for the implementation of the company’s incentive schemes, or for other purposes decided by the board of directors. However, under the authorisation, a maximum of 1,396,000 shares may be issued for the implementation of the company’s incentive schemes, which corresponds to approximately 5% of all registered shares in the company on the date hereof.
Under the authorisation, the board of directors may issue either new shares or treasury shares. The board of directors would be authorised to decide on all other conditions of the issuance of shares and/or option rights or other special rights.
The authorisation will not revoke prior authorisations of the board of directors to decide on the issuance of shares and/or option rights or other special rights entitling to shares.
It is proposed that the authorisation be valid until 30 April 2025.
18. Closing of the meeting
B. Documents of the General Meeting
This notice convening the general meeting, which includes all proposals of the board of directors that are on the agenda for the general meeting, and the related appendices are available on Next Games Corporation’s website at https://www.nextgames.com/agm2020. Next Games Corporation’s financial statements, report of the board of directors and auditor’s report have been available on the aforementioned website as of 13 March 2020. Copies of the annual report will be sent to shareholders upon request. The minutes of the general meeting will be available on the above website as of 10 June 2020 at the latest.
C. Instructions for Participants in the General Meeting
A shareholder may participate in the general meeting and exercise his/her rights at the meeting only by voting in advance in accordance with the instructions provided below.
1. Shareholders registered in the shareholders’ register
Shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on 14 May 2020 has the right to participate in the general meeting. Shareholders whose shares are registered on his/her personal Finnish book-entry account are registered in the company’s shareholder register. Shareholders can participate in the general meeting only by voting in advance as described below.
2. Notice of participation and voting in advance
The registration period and advance voting period commence on 11 May 2020 once the deadline for delivering counterproposals to be put to a vote has expired. Shareholders, who are registered in the company’s shareholder register and who wish to participate in the general meeting by voting in advance, must register for the general meeting by giving prior notice of participation and by delivering their votes in advance. Both the notice of participation and votes have to be received by the company no later than on 20 May 2020 at 4:00 p.m. (Finnish time).
In connection with the registration, shareholders are required to provide certain information such as their name, personal identification number/business ID, address and telephone number. Personal data disclosed by shareholders to Next Games Corporation or Innovatics Ltd will only be used in connection with the general meeting and the processing of the related necessary registrations.
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period 11 May 2020–20 May 2020 at 4:00 p.m. (Finnish time) in the following ways:
a) On the company’s website https://www.nextgames.com/agm2020
Electronic voting in advance requires the shareholder’s personal identification number/business ID. Furthermore, electronic voting in advance requires that the shareholder or his/her representative identifies himself/herself either by Finnish online banking credentials or a mobile certificate.
b) By post or e-mail
Shareholders may deliver the advance voting form available on the company’s website or corresponding information by post to Innovatics Ltd, AGM / Next Games Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail to agm@innovatics.fi. If a shareholder participates in the general meeting by delivering votes in advance by post or e-mail to Innovatics Ltd, the delivery of the votes before the end of registration and the advance voting shall constitute due registration for the general meeting.
The advance voting form as well as the instructions concerning voting are available on the company’s website at https://www.nextgames.com/agm2020 prior before the start of the advance voting. Further information is also available by telephone at +358 50 400 1160.
3. Proxy representatives and powers of attorney
Shareholders may participate in the general meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.
Proxy representatives must produce a dated proxy document or otherwise reliably demonstrate their right to represent the shareholder. If a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with registration for the general meeting.
Any proxy documents are requested to be delivered by email to agm@innovatics.fi before the end of registration by which time the proxy documents must be received.
4. Holders of nominee registered shares
Holders of nominee registered shares have the right to participate in the general meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholder register of the company maintained by Euroclear Finland Oy on the record date of the general meeting, i.e. on 14 May 2020. In addition, the right to participate requires that holders of nominee registered shares be temporarily entered into the shareholders’ register held by Euroclear Finland Oy based on these shares by 22 May 2020, 10:00 a.m. (Finnish time), at the latest. This registration constitutes due registration for holders of nominee registered shares wishing to participate in the annual general meeting. Changes in share ownership after the record date do not affect the right to attend the annual general meeting or the number of votes.
Holders of nominee registered shares are advised to ask their custodian bank without delay for the necessary instructions regarding registration in the company’s temporary shareholder register, the issuing of proxy documents and registration for the annual general meeting. The account management organisation of the custodian bank will register holders of nominee registered shares in the company’s temporary shareholder register at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee registered shares.
Further information on these matters is also available on the company website at https://www.nextgames.com/agm2020.
5. Other instructions and information
Shareholders who hold at least one one-hundredth of all the shares in the company have the right to make a counterproposal concerning the proposed decisions on the agenda of the annual general meeting to be placed for a vote. The counterproposals must be delivered to the company to the e-mail address agm@nextgames.com at the latest by 8 May 2020 at 4:00 p.m. (Finnish time). In connection with the counterproposal, the shareholders must present a statement of their shareholding in the company. 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 represent at least one one-hundredth of all shares in the company on the record date of the annual general meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting. The company will publish the counterproposals eligible for voting on the company website at https://www.nextgames.com/agm2020 at the latest on 11 May 2020.
Shareholders have the right to pose questions and request information with respect to the matters to be considered at the meeting pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act by e-mail to the address agm@nextgames.com at the latest by 14 May 2020 at 4:00 p.m. (Finnish time). The company will publish the shareholders’ questions along with the management’s and the board of directors’ responses as well as any counterproposals not eligible for voting on the company’s website at https://www.nextgames.com/agm2020 at the latest on 18 May 2020. Posing questions and counterproposals requires the shareholder to present an adequate statement of their shareholding in the company.
On the date of this notice, the total number of registered shares in Next Games Corporation is 27,916,224, entitling to as many votes. The company holds 13,410 treasury shares, which do not provide voting rights at the annual general meeting.
Helsinki, 5 May 2020
NEXT GAMES CORPORATION
BOARD OF DIRECTORS
Additional information
Annina Salvén, CFO, agm@nextgames.com
Certified Adviser: Danske Bank A/S, Finland branch, tel. +358 10 546 7938
About Next Games
Next Games (Helsinki Nasdaq First North: NXTGMS) is the first publicly listed mobile game developer and publisher in Finland, specializing in games based on entertainment franchises, such as movies, TV series or books. The developers of the critically acclaimed The Walking Dead games redefines the way franchise entertainment transforms into highly engaging service-based mobile games. In summer 2018, Next Games launched The Walking Dead: Our World, which utilizes cutting edge AR technology and is powered by Google Maps. Currently Next Games is working on multiple new games based on popular entertainment franchises including, Blade Runner Nexus, for the popular Blade Runner franchise and a mobile game based on Netflix’s Stranger Things. For more information head to www.nextgames.com