In accordance with the Finnish Companies Act and the Company’s Articles of Association, the governance and management of Next Games is divided among the shareholders, the Board of Directors and the CEO. Shareholders participate in the management and control of the Company through resolutions passed at general meetings of shareholders.
Pursuant to the Finnish Companies Act, shareholders exercise their decision-making powers at general meetings of shareholders. The general meeting decides on matters assigned to it in accordance with the Finnish Companies Act and the company’s Articles of Association.
Pursuant to the Articles of Association, the annual general meeting of shareholders of the company must be held annually within six months from the end of the financial year. Matters decided on by the annual general meeting include:
- adoption of the financial statements
- distribution of dividends
- election of members of the Board of Directors and auditors and their respective remuneration
- discharge from liability of the Board of Directors and the CEO
An extraordinary general meeting of shareholders shall be held when deemed necessary or when requested in writing by the auditor or by shareholders representing at least one-tenth of all issued and outstanding shares for purposes of dealing with a specific matter.
Shareholders have the right to have a matter falling within the competence of the general meeting dealt with by the general meeting, provided that the shareholder so demands in writing from the Board of Directors sufficiently in advance, so that the matter can be included in the meeting notice. Next Games will announce on its website a date before which shareholders must present their matter requested to be dealt with by the general meeting to the Board of Directors.
The Board of Directors convenes the general meeting. Shareholders who are registered in Next Games’ shareholder register maintained by Euroclear Finland Ltd. on the record date of the general meeting are entitled to attend and vote at the general meeting of shareholders. The record date is eight business days prior to the general meeting of shareholders.
Pursuant to the Articles of Association, in order to have the right to attend and vote at a general meeting of shareholders, a shareholder must additionally notify the company thereof in the manner and no later than on the date set out in the notice, which date may not be earlier than ten days prior to the meeting.