Rovio Entertainment Corp.: Decisions of the Annual General Meeting and the organizing meeting of the Board of Directors of Rovio Entertainment Corporation

ROVIO ENTERTAINMENT CORPORATION         STOCK EXCHANGE RELEASE        March 31, 2020 at 4 p.m. EET

Decisions of the Annual General Meeting of Rovio Entertainment Corporation



The Annual General Meeting of Rovio Entertainment Corporation was held on March 31, 2020 in Helsinki, Finland. Strict precautionary measures were taken to ensure safety at the meeting despite the corona virus epidemic while at the same time ensuring the shareholders' possibility to exercise their rights.

The Annual General Meeting adopted all the proposals to the General Meeting by the Board of Directors, approved the financial statements for the financial year 2019, approved the remuneration policy for the company’s governing bodies and discharged the company's management from liability.



Use of the profit shown on the balance sheet and payment of dividends



The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, to distribute a dividend of EUR 0.09 per share. The remaining part of the distributable funds will be retained in the shareholders’ equity. The dividend will be paid to shareholders who on the record date of the dividend payment April 2, 2020 are recorded in the company’s shareholders’ register held by Euroclear Finland Ltd. The dividend will be paid on April 9, 2020.



Election and remuneration of the members of the Board of Directors



The Annual General Meeting decided that the Board of Directors shall comprise seven (7) members. Mr. Kaj Hed, Ms. Camilla Hed-Wilson, Mr. Kim Ignatius, Mr. Fredrik Löving, Mr. Jeferson Valadares, Mr. Björn Jeffery and Ms. Leemon Wu were elected members of the Board of Directors for the term of office ending at the closure of the Annual General Meeting in 2021.



Mr. Kim Ignatius was elected Chairman of the Board of Directors.



Mr. Kaj Hed was elected Vice Chairman of the Board of Directors.



The remuneration of the members of the Board of Directors was kept unchanged and monthly remuneration will be paid as follows: to the Chairman of the Board of Directors EUR 9,500, to the Vice Chairman of the Board of Directors EUR 7,500, to the other members of the Board of Directors EUR 5,000 each, and as additional monthly compensation to the Chairman of the Audit Committee EUR 2,500. If the Chairman of the Audit Committee is the Chairman or Vice Chairman of the Board of Directors, no additional compensation will be paid. The company will compensate reasonable travel expenses of the Board members and committee members arising from Board or committee work.



Election and remuneration of the auditor



Ernst & Young Oy, authorized public accountants, was re-elected auditor of the company. Ernst & Young Oy has notified that Ms. Terhi Mäkinen, APA, will act as the auditor with principal responsibility. The auditor's term of office will end at the closure of the Annual General Meeting in 2021. The auditor will be paid remuneration according to the auditor's reasonable invoice approved by the company.

Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares



The Annual General Meeting authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares. The number of own shares to be repurchased and/or accepted as pledge may not exceed 8,126,811 shares, which corresponds to approximately 10 percent of all the current shares of the company. The company together with its subsidiaries cannot at any moment own or hold as pledge more than 10 percent of all the shares of the company.

Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization. Own shares can be repurchased at a price formed in trading on a regulated market on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors is entitled to decide how shares are repurchased and/or accepted as pledge. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase).

The authorization is in force until the closing of the next Annual General Meeting, however no longer than until June 30, 2021.



Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares



The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act. The number of new shares to be issued on the basis of the authorization may not exceed an aggregate maximum of 8,126,811 shares, which corresponds to approximately 10 percent of all the current shares of the company. In addition to the authorization to issue new shares, the Board of Directors may decide on the conveyance of an aggregate maximum of 8,126,811 own shares held by the company.

The Board of Directors is entitled to decide on all terms of the issuance of shares and of special rights entitling to shares and it is entitled to deviate from the shareholders' pre-emptive subscription rights (directed issue).

The authorization is in force until the closing of the next Annual General Meeting, however no longer than until June 30, 2021.

Decisions taken by the organizing meeting of the Board of Directors

In its organizing meeting, which was held immediately after the General Meeting, the Board of Directors elected from amongst its members Mr. Kim Ignatius, (Chair), Ms. Camilla Hed-Wilson and Ms. Leemon Wu as members of the Audit Committee, and Ms. Camilla Hed-Wilson (Chair), Mr. Kim Ignatius and Mr. Fredrik Löving as members of the Remuneration Committee.

Helsinki, March 31, 2020

ROVIO ENTERTAINMENT CORPORATION

The Board of Directors

Additional information:

Minna Raitanen, General Counsel, tel. 0 (switchboard)

Distribution:

Nasdaq Helsinki Ltd

Key media

About Rovio:

Rovio Entertainment Corporation is a global, games-first entertainment company that creates, develops and publishes mobile games, which have been downloaded 4.5 billion times so far. Rovio is best known for the global Angry Birds brand, which started as a popular mobile game in 2009, and has since evolved from games to various entertainment and consumer products in brand licensing. Today, Rovio offers multiple mobile games, animations and has produced The Angry Birds Movie, which opened number one in theatres in 50 countries. Its sequel, The Angry Birds Movie 2, released worldwide in August 2019. Rovio is headquartered in Finland and the company's shares are listed on the main list of NASDAQ Helsinki stock exchange with the trading code ROVIO. ()