Shareholders Nomination Board
(disbanded on September 12, 2023)
The Extraordinary General Meeting on September 12, 2023 decided to disband the company’s Shareholders’ Nomination Board with immediate effect.
Decisions of the EGM and the organizing meeting of the Board of Directors
The Annual General Meeting of Rovio Entertainment Corporation decided on 30.3.2021 to establish a Shareholders’ Nomination Board, to prepare future proposals concerning the election and remuneration of the members of the Board of Directors and remuneration of the members of the Committees of the Board of Directors to the next Annual General Meetings and, if needed, to Extraordinary General Meetings. In addition, the General Meeting adopted the Charter of the Shareholders' Nomination Board.
The Nomination Board shall comprise representatives appointed by the four largest shareholders of the Company, however so that at least one of the members has to be appointed by an institutional investor. If there is no institutional investor among the four largest shareholders, the right of the fourth largest shareholder transfers to the next largest institutional investor who would not otherwise have an appointment right. The Chairman of the Board of Directors shall act as an expert member in the Nomination Board. The Chairman of the Board of Directors shall not take part in the decision-making of the Shareholders’ Nomination Board.
The right to appoint representatives shall be vested with the four shareholders of the Company having the largest share of the votes represented by all the shares in the Company annually on the first workday of September preceding the Annual General Meeting. The right to nominate representatives is determined based on the shareholders' register maintained by Euroclear Finland Ltd. If a shareholder who has an obligation under the Finnish Securities Market Act to take holdings of shares e.g. in several funds or group companies into account when disclosing changes in share ownership or who holds nominee registered shares makes a written request to the Chairman of the Board of Directors no later than on 31 August, such holdings of the shareholder will be taken into account when determining the nomination right. Such shareholders are also required to present a reliable account of the number of shares in their ownership on the above date to the Chairman of the Board of Directors by the fourth workday of September at the latest. The Chairman of the Board of Directors invites the four largest shareholders, who have the right to nominate representatives as determined above, to nominate one member each to the Shareholders’ Nomination Board.
Should a shareholder not wish to exercise his/her nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.
The Shareholders’ Nomination Board is established to serve until further notice until the General Meeting decides otherwise. The term of office of the members of the Shareholders’ Nomination Board expires annually after the new Nomination Board has been nominated. Members of the Shareholders’ Nomination Board are not remunerated for their membership in the Nomination Board. Travel expenses of the members are reimbursed in accordance with the Company’s travel policy. The Shareholders’ Nomination Board may, when necessary, use external experts in connection with the performance of its duties in accordance with costs approved by the Company.
Rovio’s Shareholders’ Nomination Board’s proposals to the Annual General Meeting 2023
Rovio’s Shareholders’ Nomination Board’s proposals to the Annual General Meeting 2022