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Remedy Entertainment Plc Stock Exchange Release March 20, 2024, at 12.00 p.m. (EET)
Notice to the Annual General Meeting of Remedy Entertainment Plc
Shareholders of Remedy Entertainment Plc are summoned to the corporate’s Annual General Meeting, which will likely be held on April 12, 2024, beginning at 09:00 a.m. (EEST) on the firm’s workplace at Luomanportti 3, 02200 Espoo, Finland.
The reception of attendees who’ve preregistered for the assembly will begin at 8:30 a.m. (EEST) on the assembly venue.
The firm’s shareholders can use their proper to vote by the use of advance voting. Advance voting directions will be present in Section C of this discover.
Shareholders who’ve preregistered for the Annual General Meeting can even view the assembly via a reside internet stream. It isn’t potential to ask questions, submit counterproposals, communicate, or vote via the net stream. Furthermore, viewing the assembly via the reside internet stream isn’t thought-about as participation within the General Meeting or as shareholder rights use. Further data on the net stream and preregistration will be present in Section C of this discover.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
1. Opening of the assembly
2. Calling the assembly to order
3. Election of individuals to scrutinise the minutes and to oversee the counting of votes
4. Recording the legality of the assembly
5. Recording the attendance on the assembly and adoption of the checklist of votes
6. Presentation of the Financial Statements, the Board of Directors’ Report and the Auditor’s Report for the 12 months 2023
The CEO’s evaluation.
The firm’s Financial Statements, the Board of Directors’ Report and the Auditor’s Report will likely be out there newest by March 22, 2024, on the corporate’s web site at https://investors.remedygames.com/annual-general-meeting-2024/.
7. Adoption of the Financial Statements
8. Resolution on the usage of the revenue proven on steadiness sheet and dividend distribution
The Board of Directors proposes to the Annual General Meeting that no dividend be paid based mostly on the steadiness sheet to be adopted for the monetary 12 months 2023.
9. Resolution on the discharge of Board members and the CEO from legal responsibility
10. Adoption of the Remuneration Report
The Board of Directors proposes that the Annual General Meeting adopts the corporate’s Remuneration Report for the 12 months 2023. The Remuneration Report will likely be out there newest by March 22, 2024, on the firm’s web site at https://investors.remedygames.com/annual-general-meeting-2024/.
11. Resolution on the remuneration of Board members
Shareholders representing greater than 10 % of all the corporate’s shares and votes have proposed to the Annual General Meeting that the members of the Board of Directors will, for the time period ending on the shut of the Annual General Meeting in 2025, be paid the identical remuneration as they’re paid at present, i.e., the Chairman of the Board of Directors is paid EUR 4500 monthly and every of the opposite members of the Board of Directors is paid EUR 3000 monthly.
12. Resolution on the variety of Board members
Shareholders representing greater than 10 % of the corporate’s shares and votes have proposed to the Annual General Meeting that the variety of members of the Board of Directors be resolved to be 5. This proposal regarding the variety of Board members is crucial to the latter proposal from the identical shareholders offered in merchandise 13 relating to the election of members of the Board of Directors.
13. Election of Board members
Shareholders representing greater than 10 % of the corporate’s shares and votes have proposed to the Annual General Meeting that present Board members Markus Mäki (Chairman), Henri Österlund, Kaisa Salakka and Sonja Ängeslevä will likely be re-elected to the Board of Directors and that Kai Tavakka will likely be elected to the Board of Directors as a brand new member. Of the present Board members, Jussi Laakkonen is not out there for election to the Board of Directors.
Kai Tavakka (b. 1986) has broad expertise in lively possession. He is a managing companion at Accendo Capital, and likewise acts as a Board member in Careium AB and SSH Communications Security Corporation, amongst others. Previously, Tavakka labored in company finance at PCA Corporate Finance and Danske Bank. He holds a Master of Science in Economics from Aalto University, Finland and he’s a CFA Institute CFA Charterholder.
With respect to Board member candidates which might be proposed to be re-elected, their CVs and independence evaluation can be found on the corporate’s web site at https://investors.remedygames.com/governance/board-of-directors/. For the brand new Board member candidate, the corresponding data will be discovered at https://investors.remedygames.com/annual-general-meeting-2024/. All the proposed people have given their consent to being elected.
14. Resolution on the Auditor’s remuneration
The Board of Directors proposes to the Annual General Meeting that the Auditor’s charges be paid towards the Auditor’s cheap bill to be authorised by the corporate.
15. Election of the Auditor
The Board of Directors proposes to the Annual General Meeting that audit agency KPMG Oy Ab be re-elected as the corporate’s Auditor. KPMG Oy Ab has knowledgeable the corporate that Petri Sammalisto, APA, would proceed as the corporate’s principally accountable auditor.
16. Authorising the Board of Directors to resolve on the repurchase of personal 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 personal shares (treasury shares) in a single or a number of instalments with the next phrases:
By advantage of the authorisation, the Board of Directors can resolve on the repurchase of a complete most of 700,000 treasury shares by utilizing the corporate’s non-restricted fairness. The proposed most variety of shares that may be repurchased equals roughly 5.20 % of the corporate’s all shares on the date of this discover.
Treasury shares are repurchased in any other case than in proportion to the present shareholdings of the corporate’s shareholders in public buying and selling on the market value quoted on the time of buy. Treasury shares are repurchased and paid pursuant to the principles of Euroclear Finland Oy and performed in accordance with the Market Abuse Regulations (EU) N:o 596/2014. The Board of Directors has the authority to resolve on all different issues pertaining to the repurchase of treasury shares.
The authorisation is legitimate till the shut of the corporate’s following Annual General Meeting, however not than 18 months from the date of the Annual General Meeting’s decision. The authorisation replaces the share repurchase authorisation given to the Board of Directors by the corporate’s Annual General Meeting held on 13 April 2023.
17. Authorising the Board of Directors to resolve on the issuances of shares and particular 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 recent shares, treasury shares and particular rights to shares in a single or a number of instalments with the next phrases:
By advantage of the authorisation, the Board of Directors can resolve on the issuance of a most complete of 700,000 new shares or treasury shares held by the corporate both towards cost or with out cost. The proposed most variety of shares equals roughly 5.20 % of the corporate’s all shares on the date of this discover. The Board of Directors can be entitled to resolve on the issuance of choice rights and different particular rights to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, both towards cost or with out cost inside the most variety of shares referred to above.
The new shares, treasury shares held by the corporate and particular rights to shares might also be issued in deviation from shareholders’ pre-emptive subscription proper in a directed issuance if there’s a weighty monetary cause for doing so from the corporate’s standpoint. The Board of Directors has the authority to resolve on all different issues pertaining to the issuances of shares and particular rights to shares.
The authorisation is legitimate till the shut of the corporate’s following Annual General Meeting, however not than 18 months from the date of the Annual General Meeting’s decision. The authorisation replaces the earlier authorisation to resolve on the issuance of shares and particular rights entitling to shares which was given to the Board of Directors by the corporate’s Annual General Meeting held on 13 April 2023.
18. Closing of the assembly
B. GENERAL MEETING DOCUMENTS
This discover, which incorporates all decision proposals on the agenda of the Annual General Meeting, is on the market on the corporate’s web site at https://investors.remedygames.com/annual-general-meeting-2024/.
Remedy Entertainment Plc’s Financial Statements, Board of Directors’ Report, Auditor’s Report, and Remuneration Report will likely be out there newest by March 22, 2024, on the aforementioned web site and these paperwork will even be out there on the assembly venue. The assembly minutes will likely be out there on the newest by April 26, 2024, on the corporate’s web site at https://investors.remedygames.com/annual-general-meeting-2024/.
C. INSTRUCTIONS FOR GENERAL MEETING PARTICIPANTS
1. Shareholders registered within the firm’s shareholder register
Each shareholder who’s on the General Meeting file date, April 2, 2024, registered within the firm’s shareholder register held by Euroclear Finland Oy has the proper to take part within the General Meeting. A shareholder whose Remedy shares are registered on his or her private Finnish book-entry account is registered within the firm’s shareholder register.
Participation within the General Meeting requires preregistration. The preregistration interval begins on March 21, 2024, and it ends on April 9, 2024 at 10:00 a.m. (EEST), by which period the preregistration will need to have been obtained.
A preregistration to the General Meeting will be performed as follows:
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|A.|On the corporate’s web site at https://investors.remedygames.com/annual |
| |-general-meeting-2024/. |
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|B.|By e-mail to agm@innovatics.fi. |
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|C.|By bizarre mail to Innovatics Oy, Annual General Meeting / Remedy |
| |Entertainment Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.|
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In reference to the preregistration, shareholders want to offer any requested data, such because the shareholder’s identify, date of delivery or company registration quantity, tackle, phone quantity and e-mail tackle in addition to the identify of the shareholder’s potential assistant or proxy consultant and the date of delivery of a possible proxy.
Online preregistration on the corporate’s web site requires that the shareholder or his or her consultant is verified via robust identification with Finnish, Swedish or Danish Bank IDs or Finnish Mobile ID. Shareholders who preregister by e-mail or bizarre mail can use the preregistration and advance voting type out there on the firm’s web site at https://investors.remedygames.com/annual-general-meeting-2024/.
Any private information given by the shareholder to Remedy Entertainment Plc will likely be used just for General Meeting functions and to course of the General Meeting registration.
Upon request, every shareholder and proxy consultant wants to have the ability to show their id or illustration proper on the assembly venue.
Further data on preregistration and advance voting is on the market through the preregistration interval of the General Meeting by phone at +358 10 2818 909 on enterprise days between 9.00 a.m. and 12.00 midday 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 proper to take part within the Annual General Meeting by advantage of such shares that she or he would, on the General Meeting file date, April 2, 2024, be entitled to be registered within the firm’s shareholder register held by Euroclear Finland Oy. Additionally, to be entitled to take part within the Annual General Meeting, the shareholder should even have been briefly registered with these shares within the firm’s shareholder register held by Euroclear Finland Oy on the newest by April 9, 2024, 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 suggested to at once keep in touch with and ask their custodian financial institution for directions about impact the short-term registration into the corporate’s shareholder register, required proxy paperwork and preregister to the General Meeting and to vote upfront. The custodian financial institution’s account administration organisation must register a holder of nominee registered shares, who needs to take part within the Annual General Meeting, briefly within the firm’s shareholders’ register and, if vital, vote upfront on behalf of the nominee-registered shareholder on the newest by April 9, 2024, at 10:00 a.m. (EEST).
Further data is on the market on the corporate’s web site at https://investors.remedygames.com/annual-general-meeting-2024/.
3. Proxy representatives and powers of lawyer
A shareholder might take part within the General Meeting and train his or her shareholder rights on the assembly by the use of proxy illustration. Proxy representatives might also select to vote upfront within the method described in Section C4 of this discover. A proxy consultant should log into the web preregistration and advance voting service with robust identification, after which she or he can preregister and vote upfront on behalf of the shareholder that she or he represents.
Proxy representatives want to provide a dated proxy or be capable to in any other case show their proper to characterize a shareholder on the General Meeting. A illustration proper will be confirmed by utilizing the suomi.fi e-authorisation service contained inside the on-line preregistration service. Further data on e-authorisation is on the market at www.suomi.fi/e-authorizations. If a shareholder participates within the General Meeting by way of a number of proxy representatives representing the shareholder with shares at totally different securities accounts, the shares with which every proxy consultant represents the shareholder have to be recognized in reference to the preregistration to the assembly.
Potential proxy paperwork have to be despatched in primarily as attachments in reference to the web preregistration or alternatively by e-mail to agm@innovatics.fior by bizarre mail to Innovatics Oy, Annual General Meeting / Remedy Entertainment Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. Proxy paperwork have to be obtained by the top of the preregistration interval on April 9, 2024 at 10:00 a.m. (EEST). In addition to sending in proxy paperwork, shareholders or their proxy representatives have to preregister for the General Meeting as described on this discover.
A proxy template is on the market on the firm’s web site at https://investors.remedygames.com/annual-general-meeting-2024/.
4. Voting upfront
A shareholder whose Remedy shares are registered on his or her private Finnish book-entry account can between March 21, 2024, and April 9, 2024 at 10:00 a.m. (EEST) vote upfront on sure gadgets on the General Meeting agenda.
Advance votes will be solid as follows:
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|A.|On the corporate's web site at https://investors.remedygames.com/annual |
| |-general-meeting-2024/. |
| | |
| |Online advance voting requires that the shareholder or his or her proxy |
| |consultant is verified via robust identification with Finnish, |
| |Swedish or Danish Bank IDs or Finnish Mobile IDs. |
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|B.|By e-mail or bizarre mail. |
| | |
| |Advance voting via e-mail or bizarre mail will be performed by sending in |
| |the preregistration and advance voting type out there on the corporate's |
| |web site or corresponding data to Innovatics Oy by e-mail to |
| |agm@innovatics.fior by bizarre mail to Innovatics Oy, Annual General |
| |Meeting / Remedy Entertainment Plc, Ratamestarinkatu 13 A, FI-00520 |
| |Helsinki, Finland. |
| | |
| |The advance votes have to be obtained by the top of the advance voting |
| |interval. If advance votes are despatched in earlier than the top of the preregistration |
| |and advance voting interval as described herein, this constitutes due |
| |preregistration to the General Meeting, so long as the offered data|
| |incorporates all data wanted to course of a preregistration. |
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A shareholder who has voted upfront can not use his or her proper, pursuant to the Finnish Companies Act, to ask questions or the proper to require that an agenda merchandise is put up for a vote, if the shareholder doesn’t take part within the General Meeting on the assembly venue personally or via a consultant.
For nominee-registered shareholders, advance voting must be taken care of by their custodian financial institution. A custodian financial institution can vote upfront on behalf of these nominee-registered shareholders that the custodian financial institution represents in accordance with their voting directions inside the registration interval for nominee-registered shareholders.
A decision proposal that’s topic to advance voting is taken into account to have been offered unchanged to the General Meeting.
5. Other directions and knowledge
The General Meeting will likely be held in Finnish. Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who’s current on the assembly venue has the proper to ask questions on these issues which might be on the General Meeting agenda.
The General Meeting will be considered via a reside webstream. It isn’t potential to ask questions, submit counterproposals, communicate, or vote via the webstream. Furthermore, viewing the assembly via the reside webstream isn’t thought-about as participation within the General Meeting or as shareholder rights use. The hyperlink and password to the webstream will likely be despatched the day earlier than the General Meeting by e-mail or SMS to the e-mail tackle or cell phone quantity offered in reference to the preregistration to all those that have preregistered for the General Meeting.
Further data on the final assembly service, contact particulars of the service supplier and directions in case of potential disruptions will be discovered at https://vagm.fi/support. A hyperlink to check the compatibility of your pc’s, smartphone’s or pill’s community connection will be discovered at https://demo.videosync.fi/agm-compatibility?language=en.
Further data on the reside webstream will be discovered at https://investors.remedygames.com/annual-general-meeting-2024/.
On the date of this discover, March 20, 2024, Remedy Entertainment Plc has a complete of 13,516,401 shares, which characterize the identical variety of votes. The firm doesn’t have any treasury shares on the date of this discover.
Changes in a shareholder’s holdings which have occurred after the General Meeting file date don’t have an effect on the shareholder’s proper to take part within the General Meeting or the shareholder’s variety of votes within the General Meeting.
In Espoo, March 20, 2024
Remedy Entertainment Plc
The Board of Directors
MORE INFORMATION
Veli-Pekka Puolakanaho, Corporate Development Director
Phone: +358 50 430 0936
Email: veli-pekka.puolakanaho@remedygames.com
REMEDY IN BRIEF
Remedy Entertainment Plc is a pioneering, globally famend online game firm based in 1995 and headquartered in Finland with an workplace in Stockholm, Sweden. Known for its story-driven and visually gorgeous motion video games, Remedy has created a number of profitable, critically acclaimed franchises equivalent to Alan Wake, Control, and Max Payne. Remedy additionally develops its personal Northlight® sport engine and instruments expertise that powers lots of its video games. Remedy’s shares are listed on Nasdaq Helsinki’s official checklist. www.remedygames.com
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