Resolutions passed by the Annual General Meeting and the Board of Directors of Next Games Corporation
Next Games Corporation Company Release 27 May 2020 at 11.30 EEST
The annual general meeting of Next Games Corporation (“Next Games” or the “Company”) was held in Helsinki on 27 May 2020.
The meeting was convened as allowed under Act 290/2020 on temporary derogation from certain provisions in the Companies Act so that the company’s shareholders could participate in the meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance.
The meeting approved the financial statements for the financial period ended 31 December 2019 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 dividends for the financial period ended on 31 December 2019. The general meeting decided to support the presented remuneration policy for governing bodies.
The board of directors, remuneration and the auditor
The number of members of the board of directors was confirmed as six. Petri Niemi, Elina Anckar, Nicholas Seibert, Xenophin Lategan, Peter Levin and Jari Ovaskainen were re-elected 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 remuneration committee and the audit committee for each committee meeting. Furthermore, the travel expenses of the members of the board of directors will be compensated in accordance with the company’s travel policy.
Audit firm Deloitte Oy was elected auditor of the company. APA Mikko Lahtinen serves as the responsible auditor of the company.
Authorisation to decide on the repurchase and/or acceptance as pledge of the company own shares
The general meeting authorised the board of directors to decide on the repurchase and/or acceptance as pledge of a maximum of 1,800,000 own shares in one or more tranches. The shares shall be repurchased using the company’s unrestricted equity, on a multilateral trading facility in trading organised by Nasdaq Helsinki Ltd, due to which the repurchase will take place in a directed manner.
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 authorisation and the maximum price, correspondingly, is the highest market price quoted on the multilateral trading facility during the term of validity of the authorisation.
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 authorisation is valid until 30 November 2021.
Authorisation to decide on the issuance of shares and/or option rights and other special rights entitling to shares
The general meeting authorised the board of directors to decide on the issuance of shares and/or option rights or other special rights 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 authorisation, the board of directors may decide to issue a maximum of 2,700,000 shares in one or several tranches. However, a maximum of 1,396,000 shares may be issued for the purpose of implementing the company’s incentive schemes.
The authorisation 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 authorisation is valid until 30 April 2025.
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. Both are independent of both the company and its significant shareholders.
Petri Niemi was elected as chairman and Jari Ovaskainen as member of the remuneration committee. Petri Niemi is independent of both the company and its significant shareholders. Jari Ovaskainen is independent of the company.
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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 and a mobile game based on Netflix’s Stranger Things. For more information head to www.nextgames.com