Resolutions passed by the annual general meeting and the board of directors of Next Games Corporation
Next Games Corporation Company Release 21 May 2019 at 11:30 EEST
The annual general meeting of Next Games Corporation was held in Helsinki on 21 May 2019. The meeting approved the financial statements for the financial period ended 31 December 2018 and granted discharge from liability to all members of the board of directors and the managing director. In accordance with the proposal of the board of directors, the general meeting resolved not to distribute any dividend for the financial year ended 31 December 2018.
The board of directors, remuneration and the auditor
The number of members of the board of directors was confirmed as six. Petri Niemi, Joakim Achrén, Peter Levin and Jari Ovaskainen were re-elected members of the board of directors and Elina Anckar and Xenophin Lategan were elected new members of the board of directors.
The general meeting approved a monthly compensation of EUR 4,500 for the chairman of the board of directors and EUR 2,500 for other members of the board of directors. In addition, a compensation of EUR 1,000 will be paid to the members of the audit committee and the remuneration committee for each committee meeting.
Authorized public accountants PricewaterhouseCoopers Oy was re-elected auditor of the company for the financial period ending on 31 December 2019. APA Jukka Karinen serves as the main responsible auditor of the company.
Authorization to decide on the purchase of own shares
The general meeting authorized the board of directors to decide on the purchase of a maximum of 1,800,000 own shares in one or several instalments. The shares shall be purchased through trading on a multilateral trading facility arranged by Nasdaq Helsinki Ltd, for which reason the purchases will be directed. 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. The authorization is valid until 21 November 2020.
Authorization to decide on the issuance of shares and/or option rights entitling to shares
The general meeting authorized the board of directors to decide on the issuance of shares and/or option rights to entitling to shares 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. Pursuant to the authorization, the board of directors may decide to issue a maximum of 1,800,000 shares in one or several tranches. However, a maximum of 925,000 shares may be issued for the purpose of implementing the company’s incentive schemes. The authorization includes the right to decide on issuances of shares and/or option rights in deviation from the shareholders’ pre-emptive rights (directed issue). The board of directors may decide to issue either new shares or treasury shares. The authorization is valid until 21 November 2020.
Resolutions of the board of directors of Next Games
At its constitutional meeting held after the general meeting, the board of directors appointed Petri Niemi as the chairman from among its members.
Elina Anckar was elected as chairman and Petri Niemi as member of the audit committee. Elina Anckar and Petri Niemi are independent of both the company and its significant shareholders.
Petri Niemi was elected as chairman and Jari Ovaskainen and Joakim Achrén as members of the remuneration committee. Petri Niemi is independent of both the company and its significant shareholders. Jari Ovaskainen is independent of the company and Joakim Achrén is independent of the company’s significant shareholders.
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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