2023-03-20 13:15:00 CET

2023-03-20 13:15:15 CET


REGULATED INFORMATION

English
Remedy Entertainment Oyj - Notice to general meeting

Notice to the Annual General Meeting of Remedy Entertainment Plc


Remedy Entertainment Plc | Stock Exchange Release | March 20, 2023, at 2.15 p.m.
(EET)

Notice to the Annual General Meeting of Remedy Entertainment Plc

Shareholders of Remedy Entertainment Plc are summoned to the company's Annual
General Meeting, which will be held on Thursday April 13, 2023, starting at
09:00 a.m. (EEST) at the company's office at Luomanportti 3, 02200 Espoo,
Finland.

The reception of attendees who have preregistered for the meeting will commence
at 8:30 a.m. (EEST) on the meeting venue.

The company's shareholders can use their right to vote by way of advance voting.
Advance voting instructions can be found in Section C of this notice.

Shareholders who have preregistered for the Annual General Meeting can also view
the meeting through a live webstream. It is not possible to ask questions,
submit counterproposals, speak, or vote through the webstream. Furthermore,
viewing the meeting through the live webstream is not considered as
participation in the General Meeting or as shareholder rights use. Further
information on the webstream and preregistration can be found in Section C of
this notice.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Board of Directors' Report and
the Auditor's Report for the year 2022

The CEO's review.

The company's Financial Statements, the Board of Directors' Report and the
Auditor's Report will be available from March 20, 2023, onwards on the company's
website at investors.remedygames.com/annual-general-meeting-2023.

7. Adoption of the Financial Statements

8. Resolution on the use of the profit shown on balance sheet and dividend
distribution

As at December 31, 2022, Remedy Entertainment Plc's non-restricted equity was
EUR 61,280,970.55, and the financial year's profit was EUR -1,818,929.75.

The Board of Directors proposes that the Annual General Meeting resolves to
distribute a dividend of EUR 0.10 per share.

The ex-dividend date will be April 14, 2023. 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
Board of Directors proposes that the dividend will be paid on April 24, 2023.

9. Resolution on the discharge of Board members and the CEO from liability

10. Adoption of the Remuneration Policy

The Board of Directors proposes that the Annual General Meeting adopts the
company's Remuneration Policy. The Remuneration Policy will be available from
March 20, 2023, onwards on the company's website at
investors.remedygames.com/annual-general-meeting-2023/.

11. Adoption of the Remuneration Report

The Board of Directors proposes that the Annual General Meeting adopts the
company's Remuneration Report for the year 2022. The Remuneration Report will be
available from March 20, 2023, onwards on the company's website at
investors.remedygames.com/annual-general-meeting-2023/.

12. Resolution on the remuneration of Board members

Shareholders representing more than 10 percent of all the company's shares and
votes have proposed to the Annual General Meeting that the members of the Board
of Directors will, for the term ending at the close of the Annual General
Meeting in 2024, be paid the same remuneration as they are paid currently i.e.
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.

13. Resolution on the number of Board members

Shareholders representing more than 10 percent of the company's shares and votes
have proposed to the Annual General Meeting that the number of members of the
Board of Directors be resolved to be five. This proposal concerning the number
of members is essential to the latter proposal from the same shareholders
presented in item 14 regarding the election of members of the Board of
Directors.

14. Election of Board members

Shareholders representing more than 10 percent of the company's shares and votes
have proposed to the Annual General Meeting that current Board members Markus
Mäki (Chairman), Jussi Laakkonen, Henri Österlund, Kaisa Salakka and Sonja
Ängeslevä will be re-elected to the Board of Directors. Of the current Board
members, Christian Fredrikson is no longer available for election to the Board
of Directors.

The Board member candidates' CVs and their independence assessment is available
on the company's website at investors.remedygames.com/board-of-directors/.

15. Resolution on the Auditor's remuneration

The Board of Directors proposes to the Annual General Meeting that the Auditor's
fees be paid against the Auditor's reasonable invoice to be approved by the
company.

16. Election of the Auditor

The Board of Directors proposes to the Annual General Meeting that audit firm
KPMG Oy Ab be re-elected as the company's Auditor. KPMG Oy Ab has informed the
company that Petri Sammalisto, APA, would continue as the company's principally
responsible auditor.

17. Authorising the Board of Directors to resolve on the repurchase of own
shares

The Board of Directors proposes that the Annual General Meeting grants 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 date of this notice.

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 13 April 2022.

18. Authorising the Board of Directors to resolve on the issuances of shares and
special rights to shares

The Board of Directors proposes that the Annual General Meeting grants 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 date of this notice. 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 13 April 2022.

19. Amendment of the Articles of Association

The Board of Directors proposes that the Annual General Meeting resolves 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
would read as follows (proposed change and addition in bold).

“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)."

The company's Articles of Association would remain unchanged in all other
respects.

20. Closing of the meeting

B. GENERAL MEETING DOCUMENTS

This notice, which includes all resolution proposals on the agenda of the Annual
General Meeting, is available on the company's website at
investors.remedygames.com/annual-general-meeting-2023/.

Remedy Entertainment Plc's Financial Statements, Board of Directors' Report,
Auditor's Report, Remuneration Policy, and Remuneration Report will be available
from March 20, 2023, onwards on the aforementioned website and these documents
will also be available at the meeting venue. The 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/.

C. INSTRUCTIONS FOR GENERAL MEETING PARTICIPANTS

1. Shareholders registered in the company's shareholder register

Each shareholder who is on the General Meeting record date, March 30, 2023,
registered in the company's shareholder register held by Euroclear Finland Oy
has the right to participate in the General Meeting. A shareholder whose Remedy
shares are registered on his or her personal Finnish book-entry account is
registered in the company's shareholder register.

Participation in the General Meeting requires preregistration. The
preregistration period begins on March 21, 2023, and it ends on April 6, 2023 at
10:00 a.m. (EEST), by which time the preregistration must have been received.

A preregistration to the General Meeting can be done as follows:

+--+---------------------------------------------------------------------+
|A.|On the company's website at investors.remedygames.com/annual-general |
|  |-meeting-2023/.                                                      |
+--+---------------------------------------------------------------------+
|B.|By e-mail to agm@innovatics.fi.                                      |
+--+---------------------------------------------------------------------+
|C.|By ordinary mail to Innovatics Oy, Annual General Meeting / Remedy   |
|  |Entertainment Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.|
+--+---------------------------------------------------------------------+

In connection with the preregistration, shareholders need to provide any
requested information, such as the shareholder's name, date of birth or
corporate registration number, address, telephone number and e-mail address as
well as name of the shareholder's potential assistant or proxy representative
and the date of birth of a potential proxy.

Online preregistration on the company's website requires that the shareholder or
his or her representative is verified through strong identification with Bank
IDs or Finnish Mobile ID. Shareholders who preregister by e-mail or ordinary
mail can use the preregistration and advance voting form available at the
company's website at investors.remedygames.com/annual-general-meeting-2023/.

Any personal data given by the shareholder to Remedy Entertainment Plc will be
used only for General Meeting purposes and to process the General Meeting
registration.

Upon request, each shareholder and proxy representative need to be able to prove
their identity or representation right at the meeting venue.

Further information on preregistration and advance voting is available during
the preregistration period of the General Meeting by telephone at +358 10 2818
909 on business days between 9.00 a.m. and 12.00 noon and between 1.00 p.m. and
4.00 p.m. (EEST).

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares that he or she would, on the General
Meeting record date, March 30, 2023, be entitled to be registered in the
company's shareholder register held by Euroclear Finland Oy. Additionally, to be
entitled to participate in the Annual General Meeting, the shareholder must also
have been temporarily registered with those shares in the company's shareholder
register held by Euroclear Finland Oy at the latest by April 6, 2023, at 10:00
a.m. (EEST). For nominee registered shares, this constitutes due preregistration
for the Annual General Meeting.

Holders of nominee registered shares are advised to without delay be in contact
with and ask their custodian bank for instructions about how to effect the
temporary registration into the company's shareholder register, required proxy
documents and how to preregister to the General Meeting and to vote in advance.
The custodian bank's account management organisation needs to register a holder
of nominee registered shares, who wishes to participate in the Annual General
Meeting, temporarily in the company's shareholders' register and, if necessary,
vote in advance on behalf of the nominee-registered shareholder at the latest by
April 6, 2023, at 10:00 a.m. (EEST).

Further information is available on the company's website at
investors.remedygames.com/annual-general-meeting-2023/.

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise his or her
shareholder rights at the meeting by way of proxy representation. Proxy
representatives may also choose to vote in advance in the manner described in
Section C4 of this notice. A proxy representative must log into the online
preregistration and advance voting service with strong identification, after
which her or she can preregister and vote in advance on behalf of the
shareholder that he or she represents.

Proxy representatives need to produce a dated proxy or be able to otherwise
prove their right to represent a shareholder at the General Meeting. A
representation right can be proven by using the suomi.fi e-authorisation service
contained within the online preregistration service. Further information on e
-authorisation is available at www.suomi.fi/e-authorizations. If a shareholder
participates in the General Meeting by means of several proxy representatives
representing the shareholder with shares at different securities accounts, the
shares with which each proxy representative represents the shareholder need to
be identified in connection with the preregistration to the meeting.

Potential proxy documents need to be sent in primarily as attachments in
connection with the online preregistration or alternatively by e-mail to
agm@innovatics.fi or by ordinary mail to Innovatics Oy, Annual General Meeting /
Remedy Entertainment Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. Proxy
documents must be received by the end of the preregistration period at April 6,
2023 at 10:00 a.m. (EEST). In addition to sending in proxy documents,
shareholders or their proxy representatives need to preregister for the General
Meeting as described in this notice.

A proxy template is available at the company's website at
investors.remedygames.com/annual-general-meeting-2023/.

4. Voting in advance

A shareholder whose Remedy shares are registered on his or her personal Finnish
book-entry account can between March 21, 2023, and April 6, 2023 at 10:00 a.m.
(EEST) vote in advance on certain items on the General Meeting agenda.

Advance votes can be cast as follows:

+--+---------------------------------------------------------------------------+
|A.|On the company's website at investors.remedygames.com/annual-general       |
|  |-meeting-2023/.                                                            |
|  |                                                                           |
|  |Online advance voting requires that the shareholder or his or her proxy    |
|  |representative is verified through strong identification with Bank IDs or  |
|  |Finnish Mobile ID.                                                         |
+--+---------------------------------------------------------------------------+
|B.|By e-mail or ordinary mail.                                                |
|  |                                                                           |
|  |Advance voting through e-mail or ordinary mail can be done by sending in   |
|  |the preregistration and advance voting form available on the company's     |
|  |website or corresponding information to Innovatics Oy by e-mail to         |
|  |agm@innovatics.fi or by ordinary mail to Innovatics Oy, Annual General     |
|  |Meeting / Remedy Entertainment Plc, Ratamestarinkatu 13 A, FI-00520        |
|  |Helsinki, Finland.                                                         |
|  |                                                                           |
|  |The advance votes need to be received by the end of the advance voting     |
|  |period. If advance votes are sent in before the end of the preregistration |
|  |and advance voting period as described herein, this constitutes due        |
|  |preregistration to the General Meeting, as long as the provided information|
|  |contains all information needed to process a preregistration.              |
+--+---------------------------------------------------------------------------+

A shareholder who has voted in advance cannot use his or her right, pursuant to
the Finnish Companies Act, to ask questions or the right to require that an
agenda item is put up to a vote, if the shareholder does not participate in the
General Meeting on the meeting venue personally or through a representative.

For nominee-registered shareholders, advance voting needs to be taken care of by
their custodian bank. A custodian bank can vote in advance on behalf of those
nominee-registered shareholders that the custodian bank represents in accordance
with their voting instructions within the registration period for nominee
-registered shareholders.

A resolution proposal that is subject to advance voting is considered to have
been presented unchanged to the General Meeting.

5. Other instructions and information

The General Meeting will be held in Finnish. Pursuant to Chapter 5, Section 25
of the Finnish Companies Act, a shareholder who is present at the meeting venue
has the right to ask questions about those matters that are on the General
Meeting agenda.

The General Meeting can be viewed through a live webstream. It is not possible
to ask questions, submit counterproposals, speak, or vote through the webstream.
Furthermore, viewing the meeting through the live webstream is not considered as
participation in the General Meeting or as shareholder rights use. The link and
password to the webstream will be sent the day before the General Meeting by e
-mail or SMS to the e-mail address or mobile phone number provided in connection
with the preregistration to all those who have preregistered for the General
Meeting. Further information on the service used to send the webcast and a link
to test hardware compatibility, please visit https://flik.videosync.fi/katsoja
-testi.

On the date of this notice, March 20, 2023, Remedy Entertainment Plc has a total
of 13,469,100 shares, which represent the same number of votes. The company does
not have any treasury shares on the date of this notice.

Changes in a shareholder's holdings that have occurred after the General Meeting
record date do not affect the shareholder's right to participate in the General
Meeting or the shareholder's number of votes in the General Meeting.

In Espoo, March 20, 2023
Remedy Entertainment Plc
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

REMEDY IN BRIEF

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



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