Resolutions Of Nitro Games Oyj's Annual General Meeting And Board Of Directors
The Annual General Meeting of Nitro Games Oyj was held on 27 April 2018 in Stockholm, Sweden. A total of 14 shareholders and 1,292,689 shares and votes were represented in the meeting.
The Annual General Meeting resolved on the following issues:
Adoption of the annual accounts, resolution on the measures regarding loss shown on the balance sheet, resolution on the discharge from liability
The Annual General Meeting adopted the annual accounts for 2017 and resolved that the net loss of
EUR -3,018,435.31 be transferred to the retained earnings / loss account and that no dividend be paid. The Annual General Meeting discharged the members of the Board of Directors and the CEO from liability for the year 2017.
Resolution on the remuneration of the members of the Board of Directors and election of members of the Board of Directors
The Annual General Meeting resolved that the members of the Board of Directors be paid the following remuneration for the term of their office: EUR 15,000, out of which approximately 50 % in shares in the company and the rest in cash for the Chairman of the Board of Directors and EUR 10,000, out of which approximately 50 % in shares in the company and the rest in cash for each of the other members of the Board. The remuneration is paid in two instalments. The members of the Board of Directors are reimbursed for reasonable travel and lodging costs.
The Annual General Meeting resolved that six (6) members be elected to the Board of Directors. The Annual General Meeting re-elected Mr. Antti Villanen, Mr. Jacob Ehrnrooth, Mr. Juhani Taskinen, Mr. Sverker Littorin and Mr. Ilkka Lassila of the current members of the Board of Directors as members to the Board of Directors and elected Mr. Wilhelm Taht as a new member to the Board of Directors.
Remuneration and election of the auditor
The Annual General Meeting resolved that the auditor’s fees are paid according to the auditor’s invoice accepted by the company. The Annual General Meeting re-elected auditing firm Idman Vilén Grant Thrornton Oy as the company’s auditor. Idman Vilén Grant Thornton Oy has informed that the principal auditor will be Mr. Antti Niemistö, Authorised Public Accountant.
Authorizing the Board of Directors to resolve on issuances of shares
The Annual General Meeting authorized the Board of Directors to, in one or more transactions, decide on the issuances of shares of as follows:
The number of shares to be issued based on the authorization may in total amount to a maximum of 289,000 shares, which represent approximately 9.99 per cent of the company’s fully-diluted shares.
The Board of Directors decides on all the terms and conditions of the issuances of shares. The issuances of shares may be carried out in deviation from the shareholders’ pre-emptive right (directed issue). The authorization is valid until 30 June 2019.
Authorizing the Board of Directors to resolve on issuance of stock options
The Annual General Meeting authorized the Board of Directors to decide, in one or more transactions, on issuance of stock options as follows:
The maximum total number of stock options issued with the authorization is 150,000, which represent approximately 5.00 per cent of the company’s fully-diluted shares when taking into account also the share issue authorization resolved in the general meeting. Each stock option entitles to subscription of one new share. The original subscription price of shares based on the stock options shall be 74 SEK / share and it has been set based on the highest historic share price. Of the stock options, 76.868 shall be distributed before 31 December 2018. The Board of Directors is authorized to decide on all other terms of the stock option plan. The authorization is valid until 31 December 2020. For the avoidance of doubt, the authorization does not affect the validity of the company’s existing stock option plans or the Board of Directors’ authorization to give stock options based on the same.
Organizing meeting of the Board
The new Board of Directors held its organising meeting after the Annual General Meeting and elected Antti Villanen as the Chairman of the Board and Jacob Ehrnrooth as the Vice Chairman.
Jacob Ehrnrooth, Ilkka Lassila and Wilhelm Taht were elected as members of the Remuneration Committee.
It was resolved not to elect Investor Relations Committee.
NITRO GAMES OYJ
Board of Directors
For more information:
Jussi Tähtinen, CEO
Phone: +358 44 388 1071
Sverker Littorin, Board member, IR Advisor
Phone: +46 70 875 53 09
Nitro Games in brief:
Nitro Games is a free-to-play mobile game developer and publisher with a decade of experience in developing games for the mid-core user segment, mostly focusing on the genre of strategy games. The Company focuses on producing games with high production value and high revenue potential for smartphones and tablets. With Nitro Games’ powerful NG Platform and NG MVP-process, the Company is able to do market validation with new game prototypes after only a week of development. Historically, Nitro Games has developed games such as East India Company, Commander: Conquest of the Americas, Pirates of Black Cove and Raids of Glory. Nitro Games’ shares are listed on Nasdaq First North Stockholm with the ticker NITRO, and the company’s Certified Adviser is Augment Partners AB, phone: +46 8 505 651 72. www.nitrogames.com