Remedy Entertainment Oyj - Inside information

Inside information: Remedy enters into a EUR 15 million convertible loan agreement with Tencent

Remedy Entertainment Plc      Inside information      September 27, 2024, at
9.00 a.m. EEST

Inside information: Remedy enters into a EUR 15 million convertible loan
agreement with Tencent

Remedy Entertainment Plc (“Remedy” or “Company”) has today signed a Convertible
Loan Agreement with an affiliate of Tencent Holdings Limited (“Tencent”) to
issue a EUR 15 million unsecured convertible loan (“loan”). The loan carries an
8% annual non-cash interest and has a fixed conversion rate of EUR 27.2 per
share, corresponding to a 63.86% premium of the closing price for Remedy's
shares on Nasdaq Helsinki on 26 September 2024. The loan is subject to approval
by Remedy's Extraordinary General Meeting, which is expected to be held by 24
October 2024. Remedy will publish the invitation to call the Extraordinary
General Meeting separately. The loan will be paid to Remedy according to the
Convertible Loan Agreement after the Extraordinary General Meeting's approval
and fulfillment of certain customary conditions for drawdown, including the
Board of Directors of Remedy having approved the loan and the issuance of the
related convertible rights to Tencent.

The main terms of the loan are as follows:

  · Amount: EUR 15 million.

  · Instrument: an unsecured loan that is convertible into new Remedy shares
under certain circumstances.

  · PIK (non-cash) interest: 8% per annum, which shall be capitalized to the
balance of the loan annually on each 31 December.

  · Maturity if conversion right or early repayment right is not exercised: 5
years from drawdown.
  · Conversion: from the 3rd anniversary of the drawdown, Tencent shall have the
right to convert the loan into new Remedy shares in accordance with the terms
and conditions of the convertible rights to be issued to Tencent.
  · Conversion price per share: EUR 27.2, subject to customary adjustments for
certain specified corporate events, as well as customary anti-dilution
adjustments, as set out in the terms and conditions of the convertible rights.
This conversion price entails that the loan can be converted into a maximum of
approximately 811,100 new Remedy shares, representing approximately 5.98 percent
of all shares in Remedy on the date hereof.
  · Early repayment: from the 3rd anniversary of the drawdown, Remedy has the
right to repay the loan by paying the principal amount plus accrued PIK
-interest, subject to:
    · The volume-weighted average price (VWAP) of Remedy's share on Nasdaq
Helsinki stock exchange exceeding 130% of the conversion price (i.e., being at
least EUR 35.36) over 20 consecutive trading days; and
    · Tencent not electing to exercise its conversion right.

Aream & Co acted as financial advisor to Remedy in the transaction.
“Part of Remedy's long-term strategy has been to strengthen our position in the
value chain, to have more control over how our games are commercialized, and to
grow our share of the value these games can create.  As we move towards self
-publishing, this financing will support us in developing and fully realizing
the potential of the games we have in development and successfully carrying out
the commercial activities of our next self-published games. Tencent's investment
demonstrates strong confidence in Remedy's long-term vision and strategy,”
commented Remedy's CEO, Tero Virtala.

REMEDY ENTERTAINMENT PLC

More information

Tero Virtala, CEO
Phone: +358 9 435 5040
Email: tero.virtala@remedygames.com

Liisa Eloranta, Investor Relations Manager
Phone: +358 50 4334992
Email: liisa.eloranta@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. Remedy's shares are
listed on Nasdaq Helsinki's official list.

www.remedygames.com