Resolutions of Remedy Entertainment Plc’s Annual General Meeting and the organizing meeting of the Board of Directors
Remedy Entertainment Plc | Stock Exchange Release | April 13, 2023, 12 p.m. (EEST)
Resolutions of Remedy Entertainment Plc’s Annual General Meeting and the organizing meeting of the Board of Directors
The Annual General Meeting of Remedy Entertainment Plc was held on April 13, 2023 at the company’s office at Luomanportti 3, 02200 Espoo, Finland. Shareholders were also able to exercise their voting rights by voting in advance and it was possible to follow the Annual General Meeting through a live webstream.
The Annual General Meeting adopted the Financial Statements for 2022, discharged the members of the Board of Directors and the CEO from liability, adopted the company’s Remuneration Policy and Remuneration Report and approved all proposals made to the Annual General Meeting in the form included in the notice to the Annual General Meeting.
Resolution on the use of the profit shown on balance sheet and dividend distribution
The Annual General Meeting resolved to distribute a dividend of EUR 0.10 per share for the financial period ended on December 31, 2022. The dividend will be paid to shareholders who, on the record date of the dividend payment April 17, 2023, are recorded in the company’s shareholder register held by Euroclear Finland Oy. The dividend will be paid on April 24, 2023.
Composition and remuneration of the Board of Directors
The Annual General Meeting resolved that the number of Board members shall be five. Markus Mäki, Jussi Laakkonen, Henri Österlund, Kaisa Salakka and Sonja Ängeslevä were re-elected to the Board of Directors.
The Annual General Meeting resolved that the remuneration of the Board of Directors will remain unchanged. The Chairman of the Board of Directors is paid EUR 4500 per month and each of the other members of the Board of Directors are paid EUR 3000 per month.
Election and remuneration of the Auditor
The Annual General Meeting resolved to re-elect audit firm KPMG Oy Ab as the company’s Auditor. Petri Sammalisto, APA, will continue as the company’s principally responsible auditor.
The Annual General Meeting resolved that the Auditor's fees will be paid against the Auditor's reasonable invoice to be approved by the company.
Authorising the Board of Directors to resolve on the repurchase of own shares
The Annual General Meeting granted the Board of Directors an authorisation to resolve on the repurchase of Remedy Entertainment Plc’s own shares (treasury shares) in one or several instalments with the following terms:
By virtue of the authorisation, the Board of Directors can resolve on the repurchase of a total maximum of 700,000 treasury shares by using the company’s non-restricted equity. The proposed maximum number of shares that can be repurchased equals to approximately 5.20 percent of the company’s all shares at the publication date of this release.
Treasury shares are repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders in public trading at the market price quoted at the time of purchase. Treasury shares are repurchased and paid pursuant to the rules of Euroclear Finland Oy and conducted in accordance with the Market Abuse Regulations (EU) N:o 596/2014. The Board of Directors has the authority to decide on all other matters pertaining to the repurchase of treasury shares.
The authorisation is valid until the close of the company’s following Annual General Meeting, but no longer than 18 months from the date of the Annual General Meeting’s resolution. The authorisation replaces the share repurchase authorisation given to the Board of Directors by the company’s Annual General Meeting held on April 13, 2022.
Authorising the Board of Directors to resolve on the issuances of shares and special rights to shares
The Annual General Meeting granted the Board of Directors an authorisation to resolve on the issuance of new shares, treasury shares and special rights to shares in one or several instalments with the following terms:
By virtue of the authorisation, the Board of Directors can resolve on the issuance of a maximum total of 700,000 new shares or treasury shares held by the company either against payment or without payment. The proposed maximum number of shares equals to approximately 5.20 percent of the company’s all shares at the publication date of this release. The Board of Directors is also entitled to resolve on the issuance of option rights and other special rights to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act either against payment or without payment within the maximum number of shares referred to above.
The new shares, treasury shares held by the company and special rights to shares may also be issued in deviation from shareholders’ pre-emptive subscription right in a directed issuance if there is a weighty financial reason for doing so from the company’s point of view. The Board of Directors has the authority to decide on all other matters pertaining to the issuances of shares and special rights to shares.
The authorisation is valid until the close of the company’s following Annual General Meeting, but no longer than 18 months from the date of the Annual General Meeting’s resolution. The authorisation replaces the previous authorisation to resolve on the issuance of shares and special rights entitling to shares which was given to the Board of Directors by the company’s Annual General Meeting held on April 13, 2022.
Amendment of the Articles of Association
The Annual General Meeting resolved to amend Article 9 of the company’s Articles of Association so that the Board of Directors can decide that a General Meeting is held without a physical meeting venue. In its amended form, Article 9 of the company’s Articles of Association will read as follows:
“9 § General Meetings
The Annual General Meeting shall be held annually within six months from the termination of the financial year on a date determined by the Board of Directors. Extraordinary General Meetings shall be held whenever the Board of Directors considers it necessary, or if the auditor or shareholders, representing no less than a tenth of all shares issued by the company, request in writing that a General Meeting is to be held in order to discuss a specific matter. General Meetings of the company may be held in a venue decided by the Board of Directors in Espoo, Helsinki or Vantaa, Finland.
The Board of Directors may also decide that the General Meeting will be held without a meeting venue so that shareholders exercise their decision-making power during the meeting in full and in real time using telecommunication connections and technical means (remote meeting).“
Minutes of the Annual General Meeting
The Annual General Meeting minutes will be available at the latest by April 27, 2023, on the company’s website at investors.remedygames.com/annual-general-meeting-2023/.
Organizing meeting of the Board of Directors
At its organizing meeting held after the Annual General Meeting, the Board of Directors elected Markus Mäki to continue as the Chairman of the Board of Directors.
More information
Henrik Hautamäki, Head of Legal
Phone: +358 50 359 6150
Email: henrik.hautamaki@remedygames.com
Veli-Pekka Puolakanaho, Corporate Development Director
Phone: +358 50 430 0936
Email: veli-pekka.puolakanaho@remedygames.com
About Remedy
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 Control, Alan Wake and Max Payne. Remedy also develops its own Northlight® game engine and tools technology that powers many of its games.
The company employs over 330 game industry professionals from 34 different countries. Remedy’s shares are listed on Nasdaq Helsinki’s official list.
www.remedygames.com