Next Games Corporation Company Release April 29, 2019 at 14:00 (EEST)
Notice to the Annual General Meeting of Next Games Corporation
Notice is given to the shareholders of Next Games Corporation to the Annual General Meeting to be held on Tuesday May 21, 2019 at 10 a.m. at the Maxim cinema (address: Kluuvikatu 1, 00100 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.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2018
- Review by the CEO
- Adoption of the annual accounts
- Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that no dividend be distributed for the financial year 2018.
- Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
- Resolution on the remuneration of the members of the Board of Directors
Shareholders representing in the aggregate approximately 36.4 percent of the Company’s shares and votes propose that the remuneration payable to the members of the Board of Directors for the term of office ending at the conclusion of the Annual General Meeting to be held in 2020 remains unchanged as follows: Chairman of the Board of Directors EUR 4,500 per month, other members of the Board of Directors EUR 2,500 per month, and the members of the Remuneration Committee and the Audit Committee EUR 1,000 per committee meeting. The remuneration would be payable in cash. In addition, it is proposed that the travel expenses of the members of the Board of Directors be compensated in accordance with the Company’s travel policy.
- Resolution on the number of members of the Board of Directors
Shareholders representing in the aggregate approximately 36.4 percent of the Company’s shares and votes propose that the number of members of the Board of Directors shall be six (6).
- Election of members of the Board of Directors
Shareholders representing in the aggregate approximately 36.4 percent of the Company’s shares and votes propose that of the current members of the Board of Directors, Petri Niemi, Joakim Achrén, Peter Levin and Jari Ovaskainen be re-elected to the Board of Directors for the term of office ending at the conclusion of the Annual General Meeting to be held in 2020, and that Elina Anckar and Xenophin Lategan be elected as new members of the Board of Directors for the same term of office.
M.Sc. (Economics and Business Administration) Anckar (born 1968) acts as the Chief Financial Officer of Marimekko Corporation and as a board member of Kalevala Koru Oy.
B.Sc. (Computer Science and Applied Mathematics) Lategan (born 1980) acts as an Executive Advisor to Next Games Corporation and Fox (Film, TV and Sports) among others, and he has previously held positions at Microsoft, Google and Accenture.
The personal details of the proposed members of the Board of Directors and information on their positions of trust is available on the company’s website at www.nextgames.com/ng/governance/agm2019.
- Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes that the remuneration payable to the auditor be paid according to a reasonable invoice approved by the Company.
- Election of the auditor
The Audit Committee of the Board of Directors proposes that PricewaterhouseCoopers Oy be re-elected as the auditor of the Company for the financial year ending on 31 December 2019. PricewaterhouseCoopers Oy has informed the Company that APA Jukka Karinen would act as the auditor with principal responsibility.
- Authorization to the Board of Directors to decide on the purchase of own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the purchase of the Company’s own shares in the maximum amount of 1,800,000 shares in one or several instalments. The proposed maximum number of shares covered by the authorization corresponds to approximately 9.7 percent of all registered shares in the Company on the date hereof. The shares shall be purchased using the Company’s non-restricted equity through trading on a multilateral trading facility arranged by Nasdaq Helsinki Ltd and in accordance with its rules and instructions, for which reason the purchases will be directed, i.e. carried out otherwise than in proportion to the shareholders’ current shareholdings. The price paid for the shares shall be based on the price of the Company’s share on the multilateral trading facility, such that the minimum price of purchased shares is the lowest market price of the share quoted on the multilateral trading facility during the term of validity of the authorization and the maximum price, correspondingly, is the highest market price quoted on the multilateral trading facility during the term of validity of the authorization. Shares can be purchased for the purpose of improving the Company’s capital structure, carrying out corporate or financing transactions, implementing the Company’s incentive schemes, or to be otherwise transferred or cancelled. It is proposed that the authorization be valid until 21 November 2020.
- 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 Annual 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 1,800,000 shares may be issued in one or several tranches, corresponding to approximately 9.7 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 e.g. for carrying out corporate or financing transactions, in consideration for new licenses, for creating strategic partnerships, for implementing the Company’s incentive schemes, or for other purposes decided by the Board of Directors. However, pursuant to the authorization, a maximum of 925,000 shares may be issued for the purpose of implementing the Company’s incentive schemes, corresponding to approximately 5 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 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 21 November 2020. The authorization would revoke the share issue authorizations granted on 17 May 2018 by the Annual General Meeting but would not revoke any other authorizations to the Board of Directors to decide on the issuance of shares and/or option rights entitling to shares.
- Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice will be available on the Company’s website www.nextgames.com/agm2019. The Company's annual accounts, the report of the Board of Directors and the auditor's report are also available on the above-mentioned website. The proposals for decisions and the other above-mentioned documents will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website at the latest on 4 June 2019.
C. Instructions for the participants in the Annual General Meeting
1. Right to participate and registration
Each shareholder who is registered in the Company’s shareholder register held by Euroclear Finland Ltd. on the record date of the Annual General Meeting, 9 May 2019, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.
A shareholder who is registered in the Company’s shareholder register and wishes to participate in the Annual General Meeting shall register for the meeting at the latest on 15 May 2019 by 4:00 p.m. 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: www.nextgames.com/agm2019
- 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 Annual 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.
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 shares based on which he/she on the record date of the Annual General Meeting, 9 May 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 Annual 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 16 May 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 Annual General Meeting.
A holder of nominee registered shares is advised 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 Annual 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 Annual 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 Annual 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 Annual General Meeting. When a shareholder participates in the Annual 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 Annual General Meeting.
Any proxy documents should be delivered in originals to Next Games Corporation, CFO Annina Salvén, at Aleksanterinkatu 9 A, FI-00100 Helsinki, Finland before the expiry of the registration period on 15 May 2019 at 4:00 p.m.
4. Other information
The Annual General Meeting will be conducted in Finnish.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the Annual General Meeting.
On the date of this notice, the total number of 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 Annual General Meeting.
The participants of the Annual General Meeting are kindly notified that coffee will be served after the meeting.
In Helsinki, 29 April 2019
Next Games Corporation
The 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. For more information head to www.nextgames.com
Distribution
NASDAQ Helsinki
Major media