Next Games Corporation Company Release 4 September, 2019 at 8.20 p.m. EEST
Notice is given to the shareholders of Next Games Corporation that the Extraordinary General Meeting is to be held on Wednesday 25 September 2019 starting at 10 a.m. EET at the offices of Castrén & Snellman Attorneys Ltd at Eteläesplanadi 14, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.30 a.m. EET.
- 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
3. Election of the 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. Resolution on the composition of the Board of Directors
Joakim Achrén has informed that he is going to resign from the Board of Directors of the Company.
The Board of Directors proposes to the General Meeting that Nicholas Seibert will be elected as a member of the Board of Directors instead of Joakim Achrén for the term of office commencing at the end of the General Meeting and expiring at the end of the first Annual General Meeting following the appointment.
Thereafter the composition of the Board of Directors is following: Petri Niemi (Chairman), Elina Anckar, Nicholas Seibert, Xenophin Lategan, Peter Levin and Jari Ovaskainen.
The personal details of Nicholas Seibert and information on his positions of trust will be available on the Company’s website.
7. Authorization of the Board of Directors to decide on the issuance of shares
The Board of Directors proposes to General Meeting that the Board of Directors be authorized to decide on the issuance of shares as follows:
Pursuant to the authorization, a maximum of 10,000,000 shares may be issued in one or several tranches, corresponding to approximately 53.9 per cent of all registered shares in the Company on the date hereof.
Under the authorization, the Board of Directors may issue either new shares or treasury shares.
The share issue would be carried out in accordance with the shareholders’ pre-emptive subscription right, i.e. new shares would be offered for subscription by the Company's shareholders pro rata to their existing shareholding in the Company.
The Board of Directors would be authorized to decide on all other conditions of the issuance of shares.
The authorization would be effective until the end of the first Annual General Meeting following the resolution. The authorization does not revoke prior authorizations of the Board of directors to decide on the issuance of shares and/or option rights entitling to shares.
8. Authorization to the Board of Directors to decide on the issuance of shares and/or option rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares and/or option rights entitling to shares as follows:
Pursuant to the authorization, a maximum of 1,500,000 shares may be issued in one or several tranches, corresponding to approximately 8.1 per cent of all registered shares in the Company on the date hereof.
The issuance of shares and/or option rights may be carried out in deviation from the shareholders’ pre-emptive subscription rights (directed issue). Pursuant to the authorization, shares and/or option rights may be issued for implementing the Company’s incentive schemes. Under the authorization, the Board of Directors may issue either new shares or treasury shares. The Board of Directors would be authorized to decide on all other conditions of the issuance of shares and/or option rights.
The authorization would be effective until 25 September 2024. The authorization does not revoke prior authorizations of the Board of directors to decide on the issuance of shares and/or option rights entitling to shares.
9. Closing of the meeting
B. Documents of the General Meeting
This notice including the above-mentioned proposals for decisions on the agenda of the General Meeting and the other documents required by the Limited Liability Companies Act will be available on the Company's website https://www.nextgames.com/ng/egm2019/. The proposals for decisions and the other above-mentioned documents will also be available at the General Meeting, and copies of them as well as of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website at the latest on 9 October 2019.
C. Instructions for Participants in the General Meeting
1. Shareholders Entered in the Shareholders’ Register
Each shareholder who is registered in the Company’s shareholder register held by Euroclear Finland Ltd on the record date of the General Meeting, 13 September 2019, has the right to participate in the General Meeting. A shareholder whose shares are registered on shareholder’s Finnish book-entry account is registered in the shareholder register of the Company.
A shareholder who is registered in the Company’s shareholder register and wishes to participate in the General Meeting shall register for the meeting at the latest on 20 September 2019 by 4:00 p.m. EET by giving a prior notice of participation, which shall be received by the Company on the above-mentioned date and time at the latest. Such notice can be given:
- online on the website of the Company at: https://www.nextgames.com/ng/egm2019/; or
- by regular mail to: Next Games Corporation, CFO Annina Salvén, Aleksanterinkatu 9 A, FI-00100 Helsinki, Finland.
In connection with the registration, a shareholder shall provide his/her name, personal/business identification number, address, telephone number and the name of any assistant or proxy representative, as well as the personal identification number of a proxy representative. Such personal data will be used only in connection with the General Meeting and the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting venue.
2. Holders of Nominee Registered Shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of shares based on which he/she on the record date of the General Meeting, 13 September 2019, would be entitled to be registered in the Company’s shareholder register held by Euroclear Finland Ltd. In addition, the right to participate in the General Meeting requires that the shareholder on the basis of such shares has been temporarily registered into the Company’s shareholder register held by Euroclear Finland Ltd on 20 September 2019 by 10.00 a.m. EET at the latest. This registration constitutes due registration for holders of nominee registered shares wishing to participate in the General Meeting.
A holder of nominee registered shares has to request without delay necessary instructions regarding the registration in the Company’s temporary shareholder register, the issuing of proxy documents and registration to the General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wishes to participate in the General Meeting, into the Company’s temporary shareholder register at the latest by the time stated above.
3. Proxy Representatives and Powers of Attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. 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 General Meeting. 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 shall be identified in connection with the registration for the General Meeting.
Any proxy documents should be delivered in originals to Next Games Corporation, CFO Annina Salvén, Aleksanterinkatu 9 A, FI-00100 Helsinki, Finland before the end of registration at 16:00 EET on 20 September 2019.
4. Other Information
The General Meeting will be conducted in Finnish.
Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
On the date of this notice, the total number of registered shares in Next Games Corporation is 18,538,710 entitling to 18,538,710 votes. The Company holds 13,410 shares in treasury, in respect of which voting rights cannot be used at the General Meeting.
Pursuant to the Company’s incentive scheme, 71,560 new shares in the Company have been subscribed and paid, but the shares have not been registered by the Finnish Trade Register.
Helsinki, 4 September 2019
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