Articles of Association of Rovio Entertainment Oyj
1) Company name
The name of the company is Rovio Entertainment Oyj. The company's parallel name in English is Rovio Entertainment Corporation.
2) Registered office of the company
The company's registered office is in Espoo, Finland.
3) Line of business of the company
The line of business of the company is software design, manufacture, publication, publishing and consultancy. In addition, the company's line of business includes film production, book publishing activities, spinoffs and advertising services. In addition, the company's line of business is to manage and own securities, shares, real estate and other assets in Finland and abroad by itself or through its own companies. The company's line of business is also to provide administrative, financial and other group services to its group companies as well as to provide securities and guarantees on behalf of the group companies.
4) Book-entry system
The shares of the company shall belong to the book-entry system after the expiry of the registration period.
5) Board of Directors
The governance of the company and the appropriate organization of the company's operations is managed by the Board of Directors, which, according to the decision of the Annual General Meeting, includes a minimum of (3) and a maximum of nine (9) ordinary members. The number of deputy members may not exceed three (3). The term of the members of the Board of Directors shall be until the conclusion of the first Annual General Meeting following the election. The Annual General Meeting elects the Chair and the Vice Chair of the Board of Directors.
6) Chief Executive Officer
The company may have a Chief Executive Officer. The Board of Directors shall decide on the appointment and dismissal of the Chief Executive Officer.
7) Representation
In addition to the Board of Directors, the company is represented by the Chair of the Board of Directors and the Chief Executive Officer, each alone, and two members of the Board of Directors together.
8) Financial year
The financial year of the company is the calendar year.
9) Auditors
The company's auditor shall be an auditing firm approved by the Finnish Patent and Registration Office. The term of the auditor shall be until the conclusion of the first Annual General Meeting following the election.
10) Notice to General Meeting and registration
The general meetings of the company are held in Helsinki, Espoo or Vantaa. The Annual General Meeting shall be held annually within six (6) months from the termination of the financial year.
The notice convening the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the Meeting, but no later than nine (9) days before the record date of the General Meeting. The notice shall be delivered to the shareholders by means of a notice published on the company's website or at least in one national daily newspaper designated by the Board of Directors.
In order to be entitled to attend the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the Meeting, which date may not be earlier than ten (10) days prior to the Meeting.
11) Annual General Meeting
At the Annual General Meeting the following shall be presented:
- The financial statements and the report of the Board of Directors, as well as
- The audit report,
decided: - The adoption of the financial statements, which, in a parent company, also includes the adoption of the consolidated financial statements,
- The use of the profit shown on the balance sheet,
- The discharge from liability for the members of the Board of Directors and the Chief Executive Officer,
- The remuneration of the members of the Board of Directors and of the auditor, as well as
- The number of members of the Board of Directors,
elected: - The Chair, the Vice Chair and the members of the Board of Directors, as well as
- The auditor,
handled: - Any other matters possibly contained in the notice to the Meeting.