Article Annual General Meeting 01.12.2023

Rovio’s Shareholders’ Nomination Board’s proposals to the Annual General Meeting 2023

Members of the Board of Directors

Rovio’s Shareholders’ Nomination Board proposes to the AGM in 2023 that the number of members of the Board of Directors be six (6).

The Shareholders’ Nomination Board proposes to the AGM that Niklas Hed, Camilla Hed-Wilson, Kim Ignatius, Björn Jeffery and Langer Lee be re-elected as members of the Board. The Shareholders’ Nomination Board further proposes that Henna Mäkinen is elected as a new member of the Board.

Leemon Wu has informed that she will not be available for re-election as a member of the Board of Directors.

The Shareholders’ Nomination Board proposes to the AGM that Kim Ignatius be elected as Chair of the Board and Björn Jeffery be elected as Vice Chair of the Board.

All candidates have given their consent to the position. Among the proposed Board members, Niklas Hed, Kim Ignatius, Björn Jeffery, Langer Lee and Henna Mäkinen are independent of the company and its significant shareholders and based on overall evaluation Camilla Hed-Wilson is considered not to be independent from the company’s significant shareholders.

With regard to the selection procedure for the members of the Board of Directors, the Shareholders’ Nomination Board recommends that shareholders take a position on the proposal as a whole at the AGM.

Remuneration of the Board of Directors

The Shareholders’ Nomination Board proposes that the monthly remuneration of the Board of Directors remain unchanged as follows:

•    EUR 9,500 for the Chair of the Board of Directors,
•    EUR 7,500 for the Vice Chair of the Board;
•    EUR 5,000 for each of the other members of the Board of Directors, and;
•    EUR 2,500 for the Chair of the Audit Committee as additional monthly compensation. If the Chair of the Audit Committee is the Chair or Vice Chair of the Board of Directors no additional compensation shall be paid.

The Company shall compensate reasonable travel expenses of the Board members and committee members arising from Board or committee work.

The Shareholders’ Nomination Board composition

Rovio’s Shareholders’ Nomination Board is chaired by Kaj Hed (Moor Holding AB) and the other members are Matthew Wilson (Brilliant Problems Ltd), Esko Torsti (Ilmarinen Mutual Pension Insurance Company), Markus Lindqvist, (Aktia Bank Plc, legal representative for funds managed by Aktia Fund Management Company Ltd).  Kim Ignatius, Chair of the Board of Directors of Rovio Entertainment Corporation is also participating the meetings.

Information on the proposed members of Rovio’s Board of Directors:

[Tähän CV:t ja kuvat; kaikkien muiden, paitsi Hennan, CV:t ja kuvat otetaan tältä sivulta:  https://investors.rovio.com/en/governance/board-of-directors  (huom: ei Leemon Wu:ta koska jää pois hallituksesta)]

Niklas Hed

Niklas_Hed_agm_2.jpg

Member of the Board of Directors

Born 1980, Finnish citizen

 

Profile

  • Member of Rovio’s Board of Directors since 2021
  • Independent of the Company and its major shareholders

 

Primary work experience

  • Co-founder of Lightneer Oy
  • Co-founder of Rovio Entertainment Corporation
  • Member of Rovio’s Board of Directors in 2003-2005 and 2006–2007
  • Chair of Rovio’s Board of Directors in 2004–2005
  • Various operational management positions at Rovio in 2003–2018

 

Positions of trust

  • Chair of the Board of Zef Ltd
  • Member of the Board of Lightneer Oy

Camilla Hed-Wilson

BoD_Camilla_agm.jpg

Member of the Board of Directors

BBA in Human resource management and Arts Management

Born 1983, Finnish citizen

 

Profile

  • Member of Rovio’s Board of Directors since 2011
  • Member of Rovio’s Remuneration Committee since 2019 and Chair since 2020
  • Member of Rovio’s Audit Committee since 2020
  • Based on overall evaluation Camilla Hed-Wilson is considered not to be independent from the company’s significant shareholder Brilliant Problems Oy

 

Positions of trust

  • Founder and Chair of the Board of Directors of Fiilinki Oy
  • Chair of the Board of Directors of Wild Sloths Oy
  • CEO and Chair of the Board of Directors of Brilliant Problems Oy
  • Member of the Board of Directors of Oivor AB
  • Member of the Board of Directors of New Nordic School Oy

Kim Ignatius

BoD_Kim_agm.jpg

Chair of the Board of Directors

B.Sc. in Economics and Business Administration

Born 1956, Finnish citizen

 

Profile

  • Chair of Rovio’s Board of Directors since 2020
  • Member of Rovio’s Board of Directors since 2017
  • Chair of Rovio’s Audit Committee since 2017
  • Member of Rovio’s Remuneration Committee, 2017–2021 and Chair until 2020
  • Independent of the Company and its major shareholders

 

Primary work experience

  • Member of the Board of Directors and Chair of the Audit and Risk Committee of Fortum Oyj, 2012–2020
  • Executive Vice President and member of the management team of Sanoma Corporation 2017
  • CFO of Sanoma Corporation, 2008–2016
  • Member of the Board of Directors and Chair of the Audit Committee of Millicom International Cellular S.A., 2011–2014
  • Executive Vice President and CFO of TeliaSonera AB, 2003–2008
  • Executive Vice President and CFO of Sonera, 2000–2003
  • CFO of Tamro, 1997–2000
  • Various domestic and international management positions with Amer Oyj, 1984–1997

 

Positions of trust

  • Member of the Board and Audit Committee of Elisa Oyj
  • Vice Chair of the Board and Chair of the Audit Committee of Yliopiston Apteekki
  • Chair of the Board of Directors’ Institute Finland
  • Chair of the Board of Duell Corporation

Björn Jeffery

BoD_Bjorn_agm.jpg

Vice Chair of the Board of Directors

Born 1981, Swedish citizen

 

Profile

  • Vice Chair of Rovio’s Board of Directors since 2021
  • Member of Rovio’s Remuneration Committee since 2021
  • Member of Rovio’s Board of Directors since 2020
  • Independent of the Company and its major shareholders

 

Primary work experience

  • Advisor at Outer Sunset AB/Jeffery LLC since 2018
  • CEO and Co-founder of Toca Boca, 2010–2017
  • Member of the Board of Directors of Sago Mini, 2013–2017
  • Director of Digital Commerce of The Bonnier Group, 2010–2011
  • Member of the Board of Directors of Twingly, 2009–2016
  • Director of Future Media & Technology of Bonnier R&D at The Bonnier Group, 2009–2010
  • CEO & Co-founder of Good Old, 2005–2009
  • Co-founder of Manolo.se, 2004–2008
  • Co-founder of Jeffery & Edling, 2005–2006
  • Journalist at Sydsvenskan, 2003–2005

 

Positions of trust

  • Member of the Board of Directors and Remuneration Committee of Acast
  • Member of the Board of Directors of Kinzoo Technologies Inc
  • Member of the Board of Directors of Athanase Innovation AB
  • Member of the Board of Directors of Fenix Begravning AB

Langer Lee

Langer-Lee-2 (1).png

Member of the Board of Directors

B.Soc.Sc. in Psychology and Corporate Communication

Born 1988, Singaporean Citizen

 

Primary work experience

  • Head of Corporate Development of Asia (excl. China) and Europe of Nuverse games business in ByteDance
  • Director of Corporate Planning & Strategy, Digital Entertainment division in mixi, inc., 2016–2021
  • Global Business Development Lead, KLab Inc., 2013–2016
  • Independent of the Company and its major shareholders

Henna Mäkinen

M.Sc. in Economics, Accounting and Finance
LL.M.

Born 1981, Finnish citizen

Independent of the Company and its major shareholders

 

Primary work experience

  • CFO of Supermetrics Oy 2020 –
  • CFO of Wolt Enterprises Oy 2016-2020
  • CFO of Ilmatar Windpower Oyj 2012-2016
  • Manager at KPMG 2008-2012
  • Legal Counsel at Nokia Corporation 2004-2008

 

Positions of trust

  • Member of the Board of Directors and Chair of the Audit Committee of Admicom Oyj 2022 –