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Next Games Oyj: Resolutions passed by the Annual General Meeting and the Board of Directors of Next Games Corporation
Next Games Corporation Company Release 31 March 2021 at 2 PM EEST
The annual general meeting of Next Games Corporation (“Next Games” or the “Company”) was held in Helsinki on 31 March 2021.
The meeting was convened as allowed under Act 677/2020 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 2020 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 2020. The general meeting decided to support the presented remuneration report 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, Peter Levin and Jari Ovaskainen were re-elected members of the board of directors and Riikka Tieaho was elected as a new member.
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 re-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 the end of the company’s next annual general meeting, however not longer than 30 June 2022.
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.
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 the end of the company’s next annual general meeting, however not longer than 30 June 2022.
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 and Riikka Tieaho as members 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.
Additional information:
Annina Salvén
CFO
+358 (0) 40 588 3167
[email protected]
Certified Adviser: Danske Bank A/S, Finland branch, tel. +358 10 546 7938
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
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8186
The Arbitral Tribunal Has Confirmed Netflix, Inc.’s Redemption Right Regarding Next Games Corporation’s Minority Shares
Next Games Corporation Company Release August 19, 2022 at 2:45 p.m. (EEST)
The arbitral tribunal has confirmed Netflix, Inc.’s redemption right regarding Next Games Corporation’s minority shares
The arbitral tribunal appointed by the Redemption Board of the Finland Chamber of Commerce has today on August 19, 2022 confirmed that Netflix, Inc. (“Netflix”) has the right to redeem the minority shares in Next Games Corporation (“Next Games”) and that Netflix has the right to obtain title to the minority shares by placing a security approved by the arbitral tribunal for the payment of the redemption price and the interest possibly accruing thereon.
Next Games announced on 9 August 2022 that the Board of Directors of Next Games had decided to apply for the termination of multilateral trading in Next Games’ shares and for the delisting of Next Games’ shares from the First North Growth Market Finland marketplace’s list (“First North”) to occur as soon as possible after Netflix has received title to all the Next Games shares subject to redemption in the redemption proceedings.
The title to the minority shares is transferred to Netflix once a security approved by the arbitral tribunal has been placed, which is expected to take place on or about 22 August 2022. The minority shareholders of Next Games, following the placing of the security and the transfer of ownership, are entitled to receive only the redemption price and the possible interest payable thereon. Nasdaq Helsinki Ltd. will issue a separate release regarding the delisting of Next Games’ shares from First North.
Next Games Corporation
Additional information:
Saara Bergström, Chief Communications Officer
+358 (0) 40 588 3167
Media: [email protected]
Investor relations: [email protected]
Certified Adviser: Aktia Alexander Corporate Finance Oy, tel. +358 (0) 50 520 4098
About Next Games
Next Games redefines the way entertainment franchises transform into engaging mobile games with an authentic and social fan experience at the heart. Next Games creates compelling fans-first interactive experiences by combining the stories of well-known movies and TV series with interesting game mechanics. An unwavering focus on fans is at the core of the studio’s development. Next Games has recently been acquired by Netflix as a core internal studio to build games on the Netflix platform. www.nextgames.com
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Next Games Corporation Company Release 12 August 2022 at 9:30 a.m. (EEST)
Next Games reschedules publication of its Half-Year Review 1 Jan – 30 Jun 2022 to Wednesday 31 August 2022. The previously planned publication date for the Half-Year Review was 19 August 2022.
The reason for the postponement is integration work relating to the previously announced, completed tender offer for all shares in Next Games by Netflix, Inc., including expansion of Finnish, international and U.S. accounting standards as well as changes in reporting systems, which delays the preparation of the Half-Year Review.
Additional information:
Saara Bergström
Chief Communications Officer
+358 (0) 50 483 3896
[email protected]
Certified Adviser: Aktia Alexander Corporate Finance Oy, puh. +358 (0) 50 520 4098
About Next Games Next Games redefines the way entertainment franchises transform into engaging mobile games with an authentic and social fan experience at the heart. Next Games creates compelling fans-first interactive experiences by combining the stories of well-known movies and TV series with interesting game mechanics. An unwavering focus on fans is at the core of the studio’s development. Next Games has recently been acquired by Netflix as a core internal studio to build games on the Netflix platform. www.nextgames.com
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8186
Next Games Corporation Applies for the Delisting of Its Shares From the First North Growth Market Finland Marketplace
Next Games Corporation Company Release August 9, 2022 at 9:30 a.m. (EEST)
Next Games Corporation applies for the delisting of its shares from the First North Growth Market Finland marketplace
The Board of Directors of Next Games Corporation (“Next Games”) has on 8 August 2022 decided to apply for the termination of multilateral trading in Next Games’ shares and for the delisting of Next Games’ shares from the First North Growth Market Finland marketplace’s list (“First North”).
As announced earlier, Netflix, Inc. (“Netflix”) has with its application to the Redemption Board of the Finland Chamber of Commerce dated 9 May 2022 commenced redemption proceedings pursuant to Chapter 18 of the Finnish Limited Liability Companies Act to redeem all minority shares in Next Games.
Netflix holds more than nine tenths (9/10) of all shares and votes in Next Games. Netflix has the right to redeem all shares held by minority shareholders of Next Games. Subject to the approval of the arbitral tribunal appointed to resolve the matter, Netflix has the right to acquire all shares held by the minority shareholders by placing a security for the payment of the redemption price.
Next Games will as soon as possible file an application for the termination of trading and for the delisting with Nasdaq Helsinki Ltd. In the application, Next Games will apply for the termination of trading and delisting as soon as possible after Netflix has received title to all Next Games shares subject to redemption in the redemption proceedings.
Next Games Corporation
Additional information:
Saara Bergström, Chief Communications Officer
+358 (0) 40 588 3167
Media: [email protected]
Investor relations: [email protected]
Certified Adviser: Aktia Alexander Corporate Finance Oy, tel. +358 (0) 50 520 4098
About Next Games
Next Games redefines the way entertainment franchises transform into engaging mobile games with an authentic and social fan experience at the heart. Next Games creates compelling fans-first interactive experiences by combining the stories of well-known movies and TV series with interesting game mechanics. An unwavering focus on fans is at the core of the studio’s development. Next Games has recently been acquired by Netflix as a core internal studio to build games on the Netflix platform. www.nextgames.com
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