Remuneration

The general meeting of shareholders decides on the remuneration payable to the members of the Board of Directors. The Board of Directors has approved the general principles for the remuneration of the company’s management and personnel and the procedures applicable thereto. The Board of Directors decides on the remuneration payable to the CEO.

Remuneration of the Board of Directors

For the term of office beginning on 17 May 2018 and ending at the close of the next annual general meeting of shareholders, the members of the Board of Directors will receive the following remuneration:

  • The Chairman of the Board of Directors EUR 4,500 per month
  • Each Member of the Board of Directors EUR 2,500 per month
  • In addition, EUR 1,000 per Committee meeting is paid to the Chairmen and Members of the Audit Committee and Remuneration Committee

Given that certain members of the Board of Directors may under applicable internal policies of their respective employers be restricted from receiving personal remuneration for their service as members of the Board of Directors, remuneration shall be paid only to those members of the Board of Directors who have notified the Company of their willingness to receive remuneration.

In addition, the company has paid out expense reimbursements to the members of the Board of Directors in accordance with the company’s policy from time to time. The members of the Board of Directors have no supplementary voluntary pension plans with the company. There are no agreements based on which the members of the Board of Directors would be entitled to any additional benefits upon termination of their service.

Remuneration of the management team

The Board of Directors decides on the remuneration and other benefits payable to the CEO as well as on the other terms of the CEO’s service relationship. The remuneration payable to the CEO consists of a fixed monthly salary, a housing benefit, as well as other fringe benefits such as mobile phone and lunch benefits.

The CEO decides on the remuneration payable to the other members of the management team. The remuneration payable to the other members of the management team consists of a fixed monthly salary as well as fringe benefits such as mobile phone and lunch benefits.

Upon termination of their service or employment relationship, the members of the Management Team are entitled to receive their salary for the duration of the applicable notice period. There are no agreements based on which the members of the Management Team would be entitled to any additional benefits upon termination of their service or employment relationship. The pensions of the members of the Management Team are arranged using statutory pension insurances, and the members of the Management Team have no supplementary voluntary pension plans with the company.

Performance-based incentive scheme 

Next Games is preparing a new performance-based incentive scheme. The new incentive scheme is planned to cover the entire personnel of the company. According to the scheme, incentives would be based on the achievement of personal targets as well as the company’s overall performance.

The company estimates that new scheme will be launched during the first half of 2017.

Share-based incentive schemes

Equity Plan 2014 and Equity Plan 2015

The company has issued option rights under two different option plans (Equity Plan 2014 and Equity Plan 2015, together “Option Plans”). As at 6 March 2017, the company had 111,731 option rights that have been issued under the Equity Plan 2014 (excluding option rights that have been cancelled, returned to the company or used for share subscription) which entitle to subscribe for 446,924 class A shares in the aggregate.

As at 6 March 2017, the company had 182,953 outstanding option rights that have been issued under the Equity Plan 2015 (excluding option rights that have been cancelled, returned to the company or used for share subscription), which entitle to subscribe for 731,812 class A shares in the aggregate. New option rights or shares will not be issued under the Option Plans.

The Option Plans are meant to provide incentive and increase a personnel commitment, and eligible to receive class A Shares or option rights thereunder are all Next Games’ current and future employees, consultants, and members of the Board of Directors and Management Team. Option rights may not the transferred, pledged or otherwise assigned without the consent of the Board of Directors.

Unless otherwise decided by the Board of Directors, option rights are issued to recipients free of charge. Each option right entitles its holder to subscribe for one new class A Share during a share subscription period that expires, for option rights issued under Equity Plan 2014, on 31 December 2019, and for option rights issues under Equity Plan 2015, on 31 December 2021, in each case subject to individually agreed subscription schedules. The company has typically applied a subscription schedule where 25 percent of the option rights granted to a recipient entitle to share subscription upon the first anniversary of the grant date, and the remaining 75 percent of the option rights entitle to share subscription in equal monthly instalments over a period of 36 months starting on the first anniversary of the grant date, subject in each case to the recipient continuously providing services to the company as an employee, consultant, or member of the Board of Directors or Management Team.

If a recipient’s service with Next Games ceases for any reason (a “termination”), all unexercised option rights that do not yet entitle to share subscription will automatically terminate and be forfeited to the company. If a recipient whose service with Next Games has terminated holds option rights that entitle to share subscription, he or she is entitled to exercise such option rights within 30 days from the date of termination, at which time the option rights will automatically terminate and be forfeited to the company. Shares subscribed for by a terminated recipient will become subject to a repurchase option in favor of the company. The repurchase option is exercisable by the company within six months after the date of termination or, with respect to shares issued pursuant to an exercise of option rights after the date of termination, within six months after the date of such exercise.

The subscription price payable for the class A shares subscribed for by virtue of the option rights is determined by the Board of Directors separately with respect to each grant of option rights, pursuant to the terms and conditions of the Option Plans. The entire share subscription price payable upon exercise of an option right will be booked into the company’s invested unrestricted equity reserve.

Option rights issued under the Option Plans are subject to a co-sale obligation, whereby the option right holder is obliged to transfer his or her option rights to a party making a qualifying offer for the purchase of at least 50 percent of the company’s all then-outstanding shares and votes, or substantially all of the assets or intellectual property rights of the company, and provided additionally that that the Board of Directors or the majority of the company’s shareholders have considered such offer acceptable.

Based on the Option Plans, the Board of Directors may also decide on direct issuances of class A shares that are subject to such contractual repurchase options, transfer and forfeiture restrictions, as well as such other terms and conditions as determined by the Board of Directors and set forth in a separate agreement between the company and the recipient. Eligible to receive such shares under the Equity Plan 2014 are Next Games’ current and future employees, consultants, and members of the Board of Directors and Management Team residing in the United States.

New Option Plan

The company’s shareholders resolved unanimously on 23 February 2017 to authorize the Board of Directors to decide on the issue of class A shares and option rights entitling to class A shares such that the total number of class A Shares may, pursuant to the authorization, be increased by a maximum of 350,000 class A Shares in the aggregate.

The Board of Directors plans to use the authorization for issuing class A shares or option rights entitling thereto to Next Games’ current and future employees, consultants, and members of the Management Team for incentive and commitment purposes. For this purpose, the Board of Directors is preparing a new option plan for the company, which the company estimates will be taken into use during the first half of 2017.