Remedy Entertainment Plc: Notice to the Extraordinary General Meeting of Remedy Entertainment Plc

Remedy Entertainment Plc | Stock Exchange Release | September 27, 2024, at 1:00 p.m. (EEST)

Notice to the Extraordinary General Meeting of Remedy Entertainment Plc

Shareholders of Remedy Entertainment Plc are summoned to the company’s Extraordinary General Meeting, which will be held on October 24, 2024, starting at 09:00 a.m. (EEST) at the company’s office at Luomanportti 3, 02200 Espoo, Finland.

The reception of attendees who have preregistered for the meeting will commence at 8:30 a.m. (EEST) on the meeting venue.

The company’s shareholders can use their right to vote by way of advance voting. Advance voting instructions can be found in Section C of this notice.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to 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

6. Approval of the material terms and conditions of convertible loan and authorising the Board of Directors to decide on the issuance of special rights entitling to shares

The Board of Directors proposes to the Extraordinary General Meeting that it approves the material terms and conditions of the EUR 15,000,000 convertible loan to be taken from an affiliate of Tencent Holdings Ltd, Image Frame Investment (HK) Limited. The material terms and conditions of the convertible loan are as follows:

• Loan amount: EUR 15,000,000.
   
• Interest rate: The interest rate of the loan is 8.0% per annum, calculated on the basis of 365 days, and it is capitalised annually on December 31.
   
• Maturity date: The loan, including accrued interest, becomes due and payable in five years from the drawdown date.
   
• Conversion right: The conversion right of the loan begins three years after the drawdown date and ends on the maturity date five years after the drawdown date. During this time, the lender has the right to convert the loan and accrued interest into shares at a conversion price of EUR 27.20 per share. Remedy will grant the lender special rights under the Finnish Companies Act to implement the conversion right related to the loan.
   
• Repayment option: Remedy has the right, at any time after three years from the drawdown date, to repay the loan in full if the volume-weighted average price of Remedy’s share on the Nasdaq Helsinki Stock Exchange exceeds 130% of the conversion price (i.e., EUR 35.36) over any twenty (20) consecutive trading days. In this case, the lender has the priority right to convert the loan into shares if it does not wish to accept the repayment.
   
• Early repayment: Remedy must repay the loan at the lender’s request within the agreed time period if the lender becomes legally prevented from continuing to fulfil their obligations under the loan terms or if Remedy breaches the terms of the loan agreement.
   
• Priority and security: The loan is unsecured and ranks lower in priority than all secured or preferential creditors in the event of bankruptcy or similar events.

The Board of Directors proposes that the Extraordinary General Meeting authorises the Board of Directors to decide on the issuance of special rights as referred to in Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) under the following terms:

• The Board of Directors may, under the authorisation, decide to issue a total of up to 811,100 special rights. Each special right entitles to subscribe for one (1) new share or a treasury share held by the company. The proposed maximum number of special rights corresponds to approximately 5.98 percent of all shares in the company as of the date of the notice to the Extraordinary General Meeting.
• The special rights will be granted to the lender of the convertible loan in a manner determined by the Board of Directors and are intended to enable the lender to exercise the conversion right related to the loan.
• The subscription price for each share subscribed for by the special rights is EUR 27.20.
• The lender has the right to pay the subscription price for the shares subscribed for by the special rights by using the principal of the convertible loan and accrued interest for set-off.
• The authorisation is valid until December 31, 2024, and does not revoke any previous authorisations, which remain in effect.
• The Board of Directors has the right to decide on all other terms and conditions related to the special rights and matters related to their issuance.

7. Closing of the meeting

B. GENERAL MEETING DOCUMENTS

This notice, which includes all resolution proposals on the agenda of the Extraordinary General Meeting, and the other documents required by the Companies Act are available on the company’s website at https://investors.remedygames.com/extraordinary-general-meeting-2024/.

The meeting minutes will be available at the latest by November 7, 2024, on the company’s website at https://investors.remedygames.com/extraordinary-general-meeting-2024/.

C. INSTRUCTIONS FOR GENERAL MEETING PARTICIPANTS

1. Shareholders registered in the company’s shareholder register

Each shareholder who is on the General Meeting record date, October 14, 2024, registered in the company’s shareholder register held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose Remedy shares are registered on his or her personal Finnish book-entry account is registered in the company’s shareholder register.

Participation in the General Meeting requires preregistration. The preregistration period begins on October 1, 2024, and it ends on October 21, 2024 at 10:00 a.m. (EEST), by which time the preregistration must have been received.

A preregistration to the General Meeting can be done as follows:

In connection with the preregistration, shareholders need to provide any requested information, such as the shareholder’s name, date of birth or corporate registration number, address, telephone number and e-mail address as well as the name of the shareholder’s potential assistant or proxy representative and the date of birth of a potential proxy.

Online preregistration on the company’s website requires that the shareholder or his or her representative is verified through strong identification with Finnish, Swedish or Danish Bank IDs or Finnish Mobile ID. Shareholders who preregister by e-mail or ordinary mail can use the preregistration and advance voting form available at the company’s website at https://investors.remedygames.com/extraordinary-general-meeting-2024/.

Any personal data given by the shareholder to Remedy Entertainment Plc will be used only for General Meeting purposes and to process the General Meeting registration.

Upon request, each shareholder and proxy representative needs to be able to prove their identity or representation right at the meeting venue.

Further information on preregistration and advance voting is available during the preregistration period of the General Meeting by telephone at +358 10 2818 909 on business days between 9.00 a.m. and 12.00 noon and between 1.00 p.m. and 4.00 p.m. (EEST).

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares that he or she would, on the General Meeting record date, October 14, 2024, be entitled to be registered in the company’s shareholder register held by Euroclear Finland Oy. Additionally, to be entitled to participate in the Extraordinary General Meeting, the shareholder must also have been temporarily registered with those shares in the company’s shareholder register held by Euroclear Finland Oy at the latest by October 21, 2024, at 10:00 a.m. (EEST). For nominee registered shares, this constitutes due preregistration for the Extraordinary General Meeting.

Holders of nominee registered shares are advised to without delay be in contact with and ask their custodian bank for instructions about how to effect the temporary registration into the company’s shareholder register, required proxy documents and how to preregister for the General Meeting and to vote in advance. The custodian bank’s account management organisation needs to register a holder of nominee registered shares, who wishes to participate in the Extraordinary General Meeting, temporarily in the company’s shareholders register and, if necessary, vote in advance on behalf of the nominee-registered shareholder at the latest by October 21, 2024, at 10:00 a.m. (EEST).

Further information is available on the company’s website at https://investors.remedygames.com/extraordinary-general-meeting-2024/.

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise his or her shareholder rights at the meeting by way of proxy representation. Proxy representatives may also choose to vote in advance in the manner described in Section C4 of this notice. A proxy representative must log into the online preregistration and advance voting service with strong identification, after which he or she can preregister and vote in advance on behalf of the shareholder that he or she represents.

Proxy representatives need to produce a dated proxy or be able to otherwise prove their right to represent a shareholder at the General Meeting. A representation right can be proven by using the suomi.fi e-authorisation service contained within the online preregistration service. Further information on e-authorisation is available at www.suomi.fi/e-authorizations. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares with which each proxy representative represents the shareholder need to be identified in connection with the preregistration to the meeting.

Potential proxy documents need to be sent in primarily as attachments in connection with the online preregistration or alternatively by e-mail to egm@innovatics.fi or by ordinary mail to Innovatics Oy, Extraordinary General Meeting / Remedy Entertainment Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. Proxy documents must be received by the end of the preregistration period on October 21, 2024 at 10:00 a.m. (EEST). In addition to sending in proxy documents, shareholders or their proxy representatives need to preregister for the General Meeting as described in this notice.

A proxy template is available at the company’s website at https://investors.remedygames.com/extraordinary-general-meeting-2024/.

4. Voting in advance

A shareholder whose Remedy shares are registered on his or her personal Finnish book-entry account can between October 1, 2024, and October 21, 2024 at 10:00 a.m. (EEST) vote in advance on certain items on the General Meeting agenda.

Advance votes can be cast as follows:

A shareholder who has voted in advance cannot use his or her right, pursuant to the Finnish Companies Act, to ask questions or the right to require that an agenda item is put up for a vote, if the shareholder does not participate in the General Meeting on the meeting venue personally or through a representative.

For nominee-registered shareholders, advance voting needs to be taken care of by their custodian bank. A custodian bank can vote in advance on behalf of those nominee-registered shareholders that the custodian bank represents in accordance with their voting instructions within the registration period for nominee-registered shareholders.

A resolution proposal that is subject to advance voting is considered to have been presented unchanged to the General Meeting.

5. Other instructions and information

The General Meeting will be held in Finnish. Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the meeting venue has the right to ask questions about those matters that are on the General Meeting agenda.

On the date of this notice, September 27, 2024, Remedy Entertainment Plc has a total of 13,569,151 shares, which represent the same number of votes. The company does not have any treasury shares on the date of this notice.

Changes in a shareholder’s holdings that have occurred after the General Meeting record date do not affect the shareholder’s right to participate in the General Meeting or the shareholder’s number of votes in the General Meeting.

In Espoo, September 27, 2024
Remedy Entertainment Plc
The Board of Directors

MORE INFORMATION

Liisa Eloranta, Investors Relations Manager
Phone: +358 50 433 4992
Email: liisa.eloranta@remedygames.com

REMEDY IN BRIEF

Remedy Entertainment Plc is a pioneering, globally renowned video game company founded in 1995 and headquartered in Finland with an office in Stockholm, Sweden. Known for its story-driven and visually stunning action games, Remedy has created multiple successful, critically acclaimed franchises such as Alan Wake, Control, and Max Payne. Remedy also develops its own Northlight® game engine and tools technology that powers many of its games. Remedy’s shares are listed on Nasdaq Helsinki’s official list. www.remedygames.com