Notice Convening the Annual General Meeting of Next Games Corporation

Next Games Corporation company release, 9 March 2021, 16:00 EET

Notice is given to the shareholders of Next Games Corporation that the annual general meeting is to be held on Wednesday, March 31, 2021 at 1:00 p.m. (Finnish time) in Aleksanterinkatu 9 A, 00100 Helsinki. 

In order to limit the spread of the Covid-19 pandemic, the company’s board of directors has decided to adopt the exceptional meeting procedure provided by the provisions of the temporary legislation approved by the Finnish Parliament that entered into force on October 3, 2020 (677/2020, Act on temporary deviation from the Limited Liability Companies Act). The board of directors has decided to take the measures permitted by the temporary legislation in order to hold the general meeting in a predicable manner while also taking into account the health and safety of its shareholders, personnel and other stakeholders.  

The company’s shareholders and their proxies can participate in the general meeting and exercise their rights only by voting in advance and by presenting counterproposals and questions in advance according to this notice and any other relevant guidance by the company. It will not be possible to participate in the general meeting in person. Instructions for shareholders on how to participate and follow the general meeting through the internet are provided in section C “Instructions for Participants in the General Meeting” of this notice.

1.  Matters on the Agenda of the General Meeting 

At the general meeting, the following matters will be considered: 

1.  Opening of the meeting 
2.  Calling the meeting to order

Attorney Olli Kotila will serve as chairperson of the general meeting. 

In the event Olli Kotila is prevented from serving as the chairperson for a weighty reason, the board of directors will appoint a person they deem most suitable to serve as the chairperson.

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The chairperson may nominate a secretary for the general meeting.

3.  Election of the persons to scrutinise the minutes and to supervise the counting of votes 

The company’s Legal Specialist Teemu Soikkeli will serve as the person to scrutinise the minutes and supervise the counting of votes. 

If Teemu Soikkeli is prevented from serving as the person to scrutinise the minutes and supervise the counting of votes for a weighty reason, the board of directors will appoint a person they deem most suitable to scrutinise the minutes and supervise the counting of votes.

4.  Recording the legality of the meeting 
5.  Recording the attendance at the meeting and adoption of the list of votes 

Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the general meeting in accordance with chapter 5, sections 6 and 6 a of the Finnish Limited Liability Companies Act will be deemed shareholders participating in the general meeting. The list of votes will be adopted according to the information delivered by Euroclear Finland Oy and Innovatics Oy.

6.  Presentation of the financial statements, report of the board of directors and the auditor’s report for the year 2020

Because it is only possible to participate in the general meeting by voting in advance, the company’s annual report published on March 12, 2021, which includes the company’s financial statements and report of the board of directors as well as the auditor’s report and which is available on the company’s website, will be deemed to have been presented to the general meeting.

The CEO of the company, Teemu Huuhtanen presents the CEO’s review. Recording of the CEO’s review is available on the company’s website after the general meeting.

7.  Adoption of the financial statements
8.  Resolution on the use of the profit shown on the balance sheet and on the payment of dividends

The board of directors proposes that no dividends be distributed for the 2020 financial period.

9.  Resolution on the discharge of the members of the board of directors and the CEO from liability for the 2020 financial period
10.  Presentation of the remuneration report for governing bodies and the advisory resolution on the approval of the remuneration report for governing bodies

Because it is only possible to participate in the general meeting by voting in advance, the company’s remuneration report for governing bodies for the year 2020 which is available on the company’s website from March 12, 2021, will be deemed to have been presented to the general meeting. The board of directors proposes that the remuneration report for governing bodies for the year 2020 is approved. According to the Limited Liability Companies Act, the decision is advisory.

11.  Resolution on the remuneration of the members of the board of directors

Shareholders representing a total of approximately 38.1% of the shares and votes in the company propose that the remuneration paid to the members of the board of directors be kept the same for a term that ends at the end of the first annual general meeting following the election as follows: 

•  Chairperson of the board, EUR 4,500 per month, 
•  Other members of the board, EUR 2,500 per month and
•  Members of the remuneration committee and audit committee, a further EUR 1,000 per each committee meeting. 

It is further proposed that the travel expenses of members of the board of directors be compensated in accordance with the company’s travel policy.

12.  Resolution on the number of the members of the board of directors

Shareholders representing a total of approximately 38.1 % of the shares and votes in the company propose that six members be elected to the board of directors.

13.  Election of members of the board of directors

Shareholders representing a total of approximately 38.1 % of the shares and votes in the company propose that the current members of the board of directors Petri Niemi, Elina Anckar, Nicholas Seibert, Peter Levin and Jari Ovaskainen be re-elected for a term that ends at the end of the first annual general meeting following the election and Riikka Tieaho be elected as a new member of the board of directors.

The candidates have consented to being elected.

The personal information and positions of trust of the candidates for the board of directors have been presented on the company’s website at https://www.nextgames.com/governance/general-meeting/agm2021.

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14.  Resolution on the remuneration of the auditor

The board of directors proposes, based on the recommendation of the audit committee, that the auditor be remunerated in accordance with the reasonable invoice approved by the company.

15.  Election of the auditor

The board of directors proposes, based on the recommendation of the audit committee, that audit firm Deloitte Oy be re-elected as the company’s auditor for a term that ends at the end of the first annual general meeting following the election. Deloitte Oy has informed the company that Mikko Lahtinen, APA, will continue to serve as the responsible auditor.

16.  Authorisation of the board of directors to decide on the repurchase and/or acceptance as pledge of the company own shares

The board of directors proposes that the general meeting authorise the board of directors to decide on the repurchase and/or acceptance as pledge of the Company’s own shares:

Under the authorisation, a maximum of 1 800 000 shares may be repurchased and/or accepted as pledge in one or more tranches, which corresponds to approximately 6,43 % of all registered shares in the company on the date hereof. 

The shares are to be repurchased using the company’s unrestricted equity, on a multilateral trading facility in trading organised by Nasdaq Helsinki Ltd in accordance with its rules and instructions, due to which the repurchase will take place in directed manner, i.e. otherwise than in proportion to the shareholdings of the shareholders. 

The consideration payable for the repurchase of the shares shall be based on the price of the company’s share on a multilateral trading facility so that the minimum price for the repurchased shares is the lowest market price quoted on a multilateral trading facility during the validity period of the authorisation, and correspondingly, the maximum price is the highest market price of the share quoted on a multilateral trading facility during the validity period of the authorisation. 

The shares can be repurchased or accepted as pledge in order to develop the company’s equity structure, implement mergers and acquisitions or financial arrangements, implement the company’s incentive schemes or to be otherwise further transferred or nullified. 

The authorisation will revoke the authorisation issued by the company’s annual general meeting of 27 May 2020 to decide on the repurchase of the company’s own shares. 

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It is proposed that the authorisation be valid until the end of the company’s next annual general meeting, however not longer than until June 30, 2022.

17.  Authorisation of the board of directors to decide on the issuance of shares and/or the issuance of option rights and other special rights entitling to shares

The company’s board of directors proposes that the general meeting authorise the board of directors to decide on the issuance of shares and/or the issuance of option rights or other special rights entitling to shares as follows:

Under the authorisation, a maximum of 2 700 000 shares may be issued in one or several tranches, corresponding to approximately 9,65 % of all registered shares in the company on the date hereof.

The share issue and/or issue of option rights or other special rights can be carried out in deviation from the shareholders’ pre-emptive subscription right (directed issue). 

Under the authorisation, shares and/or option rights and other special rights can be issued, e.g. for the implementation of mergers and acquisitions or financial arrangements, in consideration for new licenses, for the establishment of new strategic partnerships, for the implementation of the company’s incentive schemes, or for other purposes decided by the board of directors. 

Under the authorisation, the board of directors may issue either new shares or treasury shares. The board of directors would be authorised to decide on all other conditions of the issuance of shares and/or option rights or other special rights.

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The authorisation will not revoke prior authorisations of the board of directors to decide on the issuance of shares and/or option rights or other special rights entitling to shares.

It is proposed that the authorisation be valid until the end of the company’s next annual general meeting, however not longer than until June 30, 2022.

18.  Closing of the meeting 

2.  Documents of the General Meeting 

This notice convening the general meeting, which includes all proposals of the board of directors that are on the agenda for the general meeting, and the related appendices are available on Next Games Corporation’s website at https://www.nextgames.com/governance/general-meeting/agm2021. Next Games Corporation’s financial statements, report of the board of directors and auditor’s report as well as remuneration report for governing bodies will be available on the aforementioned website from March 12, 2021. Copies of the aforementioned documents and the annual report will be sent to shareholders upon request. The minutes of the general meeting will be available on the above website as of April 14, 2021 at the latest.

3.  Instructions for Participants in the General Meeting 

In order to limit the spread of the Covid-19 pandemic, the annual general meeting will be arranged without the possibility for shareholders or their proxies to be present at the general meeting venue. Shareholders may participate in the general meeting and exercise his/her rights at the general meeting only by voting in advance or voting in advance using a proxy in accordance with the instructions below. Link to the video and password required to follow the general meeting will be sent after the registration period has terminated by email and SMS-message to the email address and telephone number provided by the shareholder upon registration. The video connection link will, however, only be available to those shareholders who have been registered in the shareholders’ register on the record date of the general meeting. Shareholders following the general meeting in this way are not considered to participate in the general meeting based on only following the meeting. The list of votes and results of the votes are determined solely by advance voting.

1.  Shareholders registered in the shareholders’ register 

Shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on March 19, 2021 has the right to participate in the general meeting. Shareholders whose shares are registered on his/her personal Finnish book-entry account are registered in the company’s shareholder register. Shareholders can participate in the general meeting only by voting in advance as described below.

2.  Notice of participation and voting in advance 

The registration period and advance voting period commence on March 15, 2021 once the deadline for delivering counterproposals to be put to a vote has expired. Shareholders, who are registered in the company’s shareholder register and who wish to participate in the general meeting by voting in advance, must register for the general meeting by giving prior notice of participation and by delivering their votes in advance. Both the notice of participation and votes have to be received by the company no later than on March 24, 2021 at 4:00 p.m. (Finnish time).

In connection with the registration, shareholders are required to provide certain information such as their name, personal identification number/business ID, contact details. Personal data disclosed by shareholders to the company or Innovatics Ltd will only be used in connection with the general meeting and the processing of the related necessary registrations. 

Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the period March 15, 2021 – March 24, 2021 at 4:00 p.m. (Finnish time) in the following ways:

1.  On the company’s website https://www.nextgames.com/governance/general-meeting/agm2021

Electronic registration and voting in advance requires that the shareholder or his/her legal representative identifies himself/herself using Finnish or Swedish online banking credentials or a mobile certificate. 

2.  By post or e-mail

Shareholders voting in advance by post or email must deliver the advance voting form available on the company’s website https://www.nextgames.com/governance/general-meeting/agm2021 or the corresponding information by post to Innovatics Ltd, AGM / Next Games Corporation, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi.

If a shareholder participates in the general meeting by delivering votes in advance by post or email to Innovatics Ltd, the delivery of the votes before the end of registration and the advance voting shall constitute due registration for the general meeting, provided that the shareholder’s message includes the necessary information mentioned in the advance voting form.

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More information about registration and voting in advance is available by phone during the period the registration to the general meeting is open from number +358 10 2818 909 on weekdays from 9 a.m. – 12 p.m. and from 1 p.m. – 4 p.m.  (Finnish time).

3.  Proxy representatives and powers of attorney

Shareholders may participate in the general meeting and exercise their rights at the general meeting by way of proxy representation. Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice. Proxy representatives are required to register to the general meeting personally using strong electronic identification, after which he/she can register and vote on behalf of the person he/she is representing. Should a shareholder participate in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting. The proxy representative must produce a dated power of attorney document, or in other trustworthy method prove that he/she is entitled to represent the shareholder. The right of legal representation can be demonstrated by utilising the suomi.fi e-authorisation service available in the electronic registration service.

Any proxy documents are requested to be saved as attachments in connection with electronic registration or delivered by email to agm@innovatics.fi before the end of registration by which time the proxy documents must be received. 

4.  Holders of nominee registered shares 

Holders of nominee registered shares have the right to participate in the general meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholder register of the company maintained by Euroclear Finland Oy on the record date of the general meeting, i.e. on March 19, 2021. In addition, the right to participate requires that holders of nominee registered shares be temporarily entered into the shareholders’ register held by Euroclear Finland Oy based on these shares by March 26, 2021, 10:00 a.m. (Finnish time), at the latest. This registration constitutes due registration for holders of nominee registered shares wishing to participate in the general meeting. 

Holders of nominee registered shares are advised to ask their custodian bank without delay for the necessary instructions regarding registration in the company’s temporary shareholder register, the issuing of proxy documents and registration for the annual general meeting. The account management organisation of the custodian bank will register holders of nominee registered shares in the company’s temporary shareholder register at the latest by the time stated above and arrange advance voting on behalf of the holder of nominee registered shares. 

5.  Other instructions and information

Shareholders who hold at least one one-hundredth of all the shares in the company have the right to make a counterproposal concerning the proposed decisions on the agenda of the annual general meeting to be placed for a vote. The counterproposals must be delivered to the company to the e-mail address agm@nextgames.com at the latest by March 14, 2021 at 4:00 p.m. (Finnish time). In connection with the counterproposal, the shareholders must present a statement of their shareholding in the company. The counterproposal is admissible for consideration at the annual general meeting if the shareholders who have made the counterproposal have the right to attend the general meeting and represent at least one one-hundredth of all shares in the company on the record date of the annual general meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the general meeting. The company will publish the counterproposals eligible for voting on the company website at https://www.nextgames.com/governance/general-meeting/agm2021before the advance voting period commences. 

Shareholders have the right to pose questions and request information with respect to the matters to be considered at the general meeting pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act by either in the electronic registration service or e-mail to the address agm@nextgames.com at the latest by March 19, 2021 at 4:00 p.m. (Finnish time). The company will publish the shareholders’ questions along with the management’s and the board of directors’ responses as well as any counterproposals not eligible for voting on the company’s website at https://www.nextgames.com/governance/general-meeting/agm2021 at the latest on March 22, 2021. Posing questions and counterproposals requires the shareholder to present an adequate statement of their shareholding in the company. 

On the date of this notice, the total number of registered shares in Next Games Corporation is 27,985,988, entitling to as many votes. The company holds 13,410 treasury shares, which do not provide voting rights at the annual general meeting.

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Changes in the number of shares held after the record date of the general meeting shall not have an effect on the right to participate in the general meeting nor on the number of votes held by a shareholder in the general meeting

Helsinki, March 9, 2021

NEXT GAMES CORPORATION

BOARD OF DIRECTORS

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Additional information:

Annina Salvén

CFO
+358 (0) 40 588 3167
agm@nextgames.com

Certified Adviser: Alexander Corporate Finance Oy, tel. +358 50 520 4098

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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. 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