Rovio Entertainment Corporation Stock Exchange published on March 30, 2021 at 3:15 p.m. EEST

Resolutions of the general meeting of shareholders of Rovio Entertainment Corporation

The annual general meeting of Rovio Entertainment Corporation was held on March 30th, 2021 at the company’s headquarters at Keilaranta 7, FI-02150 Espoo, Finland. In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting took place without the presence of shareholders or their representatives at the meeting place. The shareholders and their proxies could attend the meeting and exercise their shareholders’ rights only through prior voting or counter-proposals and prior submission of questions.

The general meeting accepted all the proposals of the board of directors to the general meeting, approved the annual financial statements for the 2020 financial year, approved the remuneration report for the company’s management bodies and released the company’s management from liability.

Use of the profit reported on the balance sheet and payment of the dividend

At the proposal of the Board of Directors, the Annual General Meeting resolved to distribute a dividend of EUR 0.12 per share. The remaining part of the distributable funds remain in equity. The dividend will be paid to shareholders registered in the shareholders’ register of the Euroclear Finland Ltd. company on April 1, 2021, on the dividend payment date. are registered. The dividend will be paid on April 12, 2021.

Election and remuneration of the members of the Board of Directors

The general meeting decided that the board of directors consists of six (6) members. Ms. Camilla Hed-Wilson, Mr. Kim Ignatius, Mr. Björn Jeffery, Mr. Jeferson Valadares and Ms. Leemon Wu as well as Mr. Niklas Hed as new members were elected members of the Board of Directors for the term of office ending with the conclusion of the Annual General Meeting in 2022.

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Mr. Kim Ignatius was elected Chairman of the Board of Directors.

Mr Björn Jeffery was elected Deputy Chairman of the Board of Directors.

The remuneration of the members of the Board of Directors remained unchanged, and the monthly remuneration is paid as follows: to the Chairman of the Board of Directors EUR 9,500, to the Deputy Chairman of the Board of Directors EUR 7,500, to the other members of the Board of Directors each EUR 5,000 and as an additional monthly fee to the President of the Examination Board EUR 2,500. If the chairman of the audit committee is the chairman or the deputy chairman of the board of directors, no additional remuneration is paid. The company will reimburse Board members and committee members for reasonable travel expenses related to the work of the Board of Directors or the committee.

Election and remuneration of the auditor

Ernst & Young Oy, certified public accountant, has been re-elected as the company’s auditor. Ernst & Young Oy has announced that Ms. Terhi Mäkinen, APA, will act as auditor with primary responsibility. The auditor’s term of office ends with the conclusion of the Annual General Meeting in 2022. The auditor receives remuneration in accordance with the appropriate auditor’s invoice approved by the company.

Authorization of the Board of Directors to decide on the repurchase and / or acceptance of own shares as pledging

The Annual General Meeting authorized the Board of Directors to decide on the repurchase and / or acceptance of the company’s own shares as pledging. The number of own shares that are to be bought back and / or accepted as pledging may not exceed 8,146,565 shares, which corresponds to approximately 10 percent of all current shares in the company. The company and its subsidiaries cannot at any time own or pledge more than 10 percent of all shares in the company.

Only the company’s unrestricted equity capital can be used to buy back own shares on the basis of the authorization. Treasury shares can be bought back at a price that was established during trading on a regulated market at the time of the repurchase, or in another way at a price that was established on the market. The Board of Directors is entitled to decide how shares are to be bought back and / or accepted as pledging. Treasury shares can be bought back differently than in relation to the shares held by the shareholders (directed buyback).

The authorization is valid until the end of the next Annual General Meeting, but no longer than June 30, 2022.

Authorization of the Board of Directors to decide on the issue of shares and the issue of special rights that are entitled to shares

The general meeting authorized the board of directors to decide on the issue of shares and the issue of special rights entitling them to shares under Chapter 10 Section 1 of the Companies Act. The number of new shares to be issued on the basis of the authorization may not exceed a total maximum of 8,146,565 shares, which corresponds to approximately 10 percent of all current shares in the company. In addition to approving the issue of new shares, the Board of Directors can decide on the transfer of a maximum of 8,146,565 treasury shares in the company.

The Board of Directors is entitled to decide on all conditions for the issue of shares and special rights to shares and to deviate from the subscription rights of the shareholders (directed issue).

The authorization is valid until the end of the next Annual General Meeting, but no longer than June 30, 2022.

Establishment of a shareholder nomination committee

The general meeting decided to set up a nomination committee for the shareholders in order to prepare future proposals for the election and compensation of the members of the board of directors as well as for the compensation of the members of the committees of the board of directors for the next general meetings. if necessary to extraordinary general meetings. In addition, the general meeting resolved to adopt the articles of association of the shareholders’ nomination committee.

According to the resolution of the general meeting, the nomination committee consists of representatives appointed by the four largest shareholders in the company, so that at least one of the members must be appointed by an institutional investor. If there is no institutional investor among the four largest shareholders, the right of the fourth largest shareholder is transferred to the next largest institutional investor who would otherwise have no right of appointment. The Chairman of the Board of Directors acts as an expert member of the Nomination Committee. The Chairman of the Board of Directors does not participate in the decision-making of the shareholders’ nomination committee.

The right to appoint representatives rests with the four shareholders of the company, who on the first working day in September before the annual general meeting have the largest share of votes of all shares in the company. The right to appoint representatives is granted on the basis of the Euroclear Finland Ltd. registered shareholders’ register. If a shareholder who is obliged under the Finnish Securities Market Act to hold shares in shares, e.g. B. at several funds or group companies, when disclosing changes in shareholdings, or those who hold nominee registered shares, submit a written application to the Chairman of the Board of Directors by August 31 at the latest. These shareholder interests are taken into account when determining the right of nomination. These shareholders must submit a reliable report to the Chairman of the Board of Directors no later than the fourth working day in September on the number of shares in their possession at the time mentioned above. The Chairman of the Board of Directors invites the four largest shareholders, who have the right to nominate representatives as specified above, to each appoint one member to the shareholders’ nomination committee.

If a shareholder does not wish to exercise his or her right to nominate, the right is transferred to the next largest shareholder who would otherwise not be entitled to nominate a member.

The nomination committee for the shareholders will be set up until further notice, until the general meeting decides otherwise. The term of office of the members of the Shareholder Nomination Committee expires annually after the new Nomination Committee has been appointed. Members of the Shareholder Nomination Committee do not receive any compensation for their membership in the Nomination Committee. Members’ travel expenses will be reimbursed in accordance with the company’s travel policy. The Shareholders’ Nomination Committee may, if necessary, use external experts in connection with the performance of its duties at the cost approved by the Company.

The establishment of the Shareholder Nomination Committee changes the method of preparing the compensation proposal set out in the Compensation Policy for the Directors. In the future, the Shareholder Nomination Committee will prepare the compensation proposals for the Board of Directors.

Decisions of the organizational meeting of the Board of Directors

In its organizational meeting, which took place immediately after the Annual General Meeting, the Board of Directors elected from among its members Mr. Kim Ignatius (Chairman), Ms. Camilla Hed-Wilson and Ms. Leemon Wu as members of the Audit Committee. and Ms. Camilla Hed-Wilson (Chair), Mr. Björn Jeffery and Mr. Jeferson Valadares as members of the Compensation Committee.

Helsinki, March 30, 2021

Rovio Entertainment Corporation
The board of directors

Additional information:
Minna Raitanen, General Counsel, tel. +358 207 888 300 (switchboard)

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Nasdaq Helsinki Ltd.
Key media
https://investors.rovio.com/de

About Rovio:

Rovio Entertainment Corporation is a global mobile-first games company that creates, develops, and publishes mobile games that have been downloaded over 4.5 billion times to date. Rovio is best known for the global brand Angry Birds, which started as a popular mobile game in 2009 and has since grown from games to various entertainment and consumer products in branded licensing. Today, Rovio offers several mobile games, animations and produced The Angry Birds Movie in 2016. The sequel The Angry Birds Movie 2 was released in 2019. Rovio is headquartered in Finland and the company’s shares are listed on the main list of NASDAQ Helsinki stock exchange with trading code ROVIO. (www.rovio.com)