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Securities Act provided by Rule A. The distribution of this Offering Circular and the offer and sale of the Offer Shares may be restricted by law in certain jurisdictions. Accordingly, neither this Offering Circular nor any advertisement or any other Offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

Persons in possession of this Offering Circular are required by the Company, the Sellers and the Managers to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Before the Offering, the Shares have not been subject to trading on a regulated market. Trading in the Shares on the pre-list of Nasdaq Helsinki is expected to commence on or about September 29, and on the official list of Nasdaq Helsinki on or about October 3, the Listing.

This Offering Circular may not be sent to any person in Australia, Hong Kong, Japan, Singapore, South Africa or, subject to certain exceptions, the United States and Canada, or any other jurisdiction in which it would not be permissible to make an offer of the Shares. The Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into any such countries. An English language document which corresponds to the Finnish Prospectus except for certain additional information included for the benefit of non-finnish shareholders and prospective investors has been prepared of the Finnish Prospectus and summary.

This Offering Circular is an English language translation of the Finnish Prospectus and summary containing also a Swedish language translation of the summary, and which will be, in accordance with the Prospectus Directive, notified to the Swedish Financial Supervisory Authority Finansinspektionen to be used in Sweden and a Danish language translation of the summary, and which will be, in accordance with the Prospectus Directive, notified to the Danish Financial Supervisory Authority Finanstilsynet to be used in Denmark the Prospectus Notified in Sweden and Denmark.

The FSA has approved the Finnish Prospectus, but is not liable for the correctness of the information presented therein. In case of any discrepancies between the original Finnish Prospectus and the English language document or the Prospectus Notified in Sweden and Denmark, the Finnish Prospectus shall prevail.

In this Offering Circular, any reference to the Company, Rovio or Rovio Group means Rovio Entertainment Corporation and its subsidiaries on a consolidated basis, except where it is clear from the context that the term means Rovio Entertainment Corporation or a particular subsidiary or business unit only.

References relating to the Shares and share capital of the Company or matters of corporate governance shall refer to the Shares, share capital and corporate governance of Rovio Entertainment Corporation. Certain essential terms relating to the games business, used in this Offering Circular are defined in the glossary included in this Offering Circular as Annex D.

Shareholders and prospective investors should rely solely on the information contained in the Offering Circular as well as on the stock exchange releases published by Rovio. Neither Rovio nor the Managers have authorized anyone to provide any information or give any statements other than those provided in the Offering Circular.

Delivery of the Offering Circular shall not, under any circumstances, indicate that the information presented in the Offering Circular is correct on any day other than the date of the Offering Circular, or that there would not be any changes in the business of Rovio after the date of the Offering Circular.

However, if a fault or omission is discovered in this Offering Circular after the FSA s approval of the Offering Circular but before the admission of the Shares for trading on the pre-list of Nasdaq Helsinki and such fault or omission may be of material importance to investors, or new material information becomes available, the Offering Circular shall be supplemented in accordance with the Finnish Securities Markets Act.

Information given in the Offering Circular is not a guarantee or grant for future events by Rovio or the Managers, and shall not be considered as such. In a number of countries, in particular in Australia, Hong Kong, Japan, Singapore and South Africa, and subject to certain exceptions, the United States and Canada, the distribution of the Offering Circular and the offer of the Shares are subject to restrictions imposed by law such as registration, admission, qualification and other regulations.

The offer to subscribe for the Offer Shares does not include persons in any jurisdiction where such an offer would be illegal. No action has been or will be taken by the Company or the Managers to permit the possession or distribution of the Offering Circular or any other offering or publicity materials or application form s relating to the Offering in any jurisdiction where such distribution may otherwise lead to a breach of any law or regulatory requirement.

The Offer Shares may not be offered or sold, directly or indirectly, and none of this Offering Circular, any other documents relating to the Offer Shares or any advertisements may be distributed or published in any jurisdiction in which this would violate any laws or regulations. No action has been or will be taken by the Company or the Managers to permit public offering of the Offer Shares outside Finland, Sweden and Denmark. The Company and the Managers require that any person who receives this Offering Circular into their possession acquire adequate information of these restrictions and comply with them.

Neither the Company nor the Managers accept any legal responsibility for persons who have obtained the Offering Circular in violation of these restrictions, irrespective of whether these persons are prospective subscribers or purchasers of the Shares. The Company reserves the right, in its sole and absolute discretion, to reject any subscription of the Shares that the Company or its representatives believe may give rise to a breach or violation of any law, rule or regulation.

The Managers are acting exclusively on behalf of the Company and the Principal Sellers and no-one else in connection with the Offering. They will not regard any other person whether or not a recipient of this Offering Circular as their respective client in relation to the Offering.

The Managers will not be responsible to anyone other than the Company and the Principal Sellers for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering or any transaction or arrangement referred to in this Offering Circular.

Investors must not construe the contents of this Offering Circular as legal, investment or tax advice. Each investor should consult such investor s own counsel, accountant or business advisor as to legal, investment and tax advice and related matters pertaining to the Offering, if they deem it necessary.

Glossary of key terms relating to the games business D-1 5. These elements are numbered in Sections A E A. This summary contains all the elements required to be included in a summary for this type of securities and issuer.

Because some elements are not required to be addressed, there may be gaps in the numbering sequence of the elements. Even though an element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the element.

In this case a short description of the element is included in the summary with the mention of not applicable. Section A Introduction and warnings A. Any decision to invest in the securities should be based on consideration of the Offering Circular as a whole by the investor. Where a claim relating to the information contained in the Offering Circular is brought before a court, the plaintiff investor might, under applicable law, have to bear the costs of translating the Offering Circular before legal proceedings are initiated.

Rovio assumes civil liability in respect of this summary only if it is misleading, inaccurate or inconsistent when read together with the other parts of the Offering Circular, or if it does not provide, when read together with the other parts of the Offering Circular, key information in order to aid investors when considering whether to invest in the securities issued by the Company.

Section B Issuer B. The issuer s parallel company name in English is Rovio Entertainment Corporation. The domicile of Rovio is Espoo, Finland. Rovio is a public limited liability company incorporated in Finland and operating under Finnish law. The Company is best known for creating the global Angry Birds brand, which started from a popular mobile game and has expanded into multiple other games, animated series, The Angry Birds Movie, activity parks and various consumer products produced by third parties under licenses from Rovio.

The Angry Birds games have a large user base. Rovio s games had been downloaded more than 3. Rovio s Games business unit operates in mobile gaming, which is a large and fast growing global industry. Mobile gaming generated total global revenue of USD 39 billion in including only the revenue from end users and not the revenue from advertisements and is expected to grow at a CAGR of 14 percent from to Free-to-play games, where users play the game for free but can choose to make in-app purchases in order to progress more quickly, enable new content or unlock special features and are subject to in-app advertising, have become the dominant revenue model in the market, significantly increasing the revenue potential of mobile games as games have evolved into services.

Rovio has responded to the shift in revenue model by fully transforming its games to the free-to-play model. At the same time, it has become increasingly difficult to achieve long-term success in the mobile gaming market as only a small portion of published mobile games reach significant scale, and user acquisition costs are increasing.

The management of the Company believes that the industry success factors for overcoming discoverability and user acquisition challenges favor large gaming companies with strong brand awareness such as Rovio.

Rovio s operations are divided into two business units, Games and Brand Licensing. In June , the Company launched Angry Birds Evolution, which was Rovio s sixth largest game in terms of gross bookings in the three months ended June 30, despite its recent launch. The most significant geographic markets for the Company in terms of gross bookings are the United States and Europe, with the United States accounting for 64 percent and Europe 23 percent of the Games business unit s gross bookings for the twelve months ended June 30, Rovio operates five game studios, three of which are located in Finland, one of which is located in Sweden and one of which is located in the United Kingdom.

The Brand Licensing business unit licenses Rovio s Angry Birds brand and its characters, and potentially also Rovio s other IPs and brands in the future. The Brand Licensing business unit has two sub-units: Consumer Products and Content Licensing. Consumer products bearing the Angry Birds brand were sold in approximately countries in , and the Company has over licensees that together sold approximately million units of licensed consumer products in Rovio s content animated series, short films and advertising videos and other content has had over 10 billion views on YouTube and ToonsTV by June 30, and Rovio s animated series are shown globally on various traditional and new media channels.

In May , Rovio released the first Angry Birds 7. The movie was at the top of box office in its opening weekend in 50 countries including, among others, the United States and China, and it was the third largest foreign animated movie ever in China at the end of in terms of box office revenue 4.

The movie generated box office revenues of slightly below USD million globally by June 30, The sequel to The Angry Birds Movie is currently scheduled for release in September Mobile Gaming Market Drivers and Trends The global number of smartphone users is expected to increase from 2. In , approximately 54 percent of United States adult user time spent with digital media was estimated to be on mobile, compared to only 13 percent in With the proliferation of the free-to-play model, the barriers to downloading games have decreased, and an increasing share of the population and of mobile phone users are playing mobile games.

In the United States, 69 percent of mobile phone users played mobile games at least once per month in , and it is estimated that this percentage will increase to 77 percent by At the same time, the average revenue per user in mobile games is growing globally. The industry success factors according to Rovio include high quality of games, recognizable brand or IP, strong Apple and Google relationships, large existing user bases, which lower the cost of user acquisition, and knowhow in user acquisition, freeto-play expertise and sufficient financial resources to support the other factors.

These factors favor well established and larger gaming companies such as Rovio. As games have evolved into services through the free-to-play model, the lifecycles of successful games have been extended significantly and the games have substantial lifetime revenue potential. This is evident when looking at the United States top 15 grossing list in the six months ended June 30, , which includes games such as Candy Crush Saga and Clash of Clans, which were both published in The gaming industry is constantly evolving and new types of games and gaming platforms are emerging, presenting new opportunities to gaming companies.

Content such as movies is driving growth in the brand licensing market. The year was a record year of the number of new Hollywood animation releases. In tight competitive landscape, working with toptier partners in the industry has become increasingly important. The following table presents the group companies of the Rovio Group and Rovio Entertainment Corporation s holding in them: Each Share entitles the holder to one vote in the General Meeting of Shareholders.

Rovio has prepared its first consolidated financial statements in accordance with the International Financial Reporting Standards as adopted by the EU IFRS for the financial year ended December 31, Rovio s first consolidated financial statements prepared in accordance with the IFRS are attached to this Offering Circular and include the comparative figures for the financial year ended December 31, as well as the opening IFRS balance sheet as at the date of transition, January 1, Prior to that, Rovio prepared its consolidated financial statements in accordance with the Finnish Accounting Standards FAS.

The consolidated financial information presented below has been derived from Rovio s audited consolidated financial statements for the financial year ended December 31, attached to this Offering Circular, prepared in accordance with IFRS and including the unaudited comparative figures for the year ended December 31, , Rovio s audited consolidated financial statements for the financial years ended December 31, and December 31, attached to this Offering Circular, prepared in accordance with FAS, as well as Rovio s 11 LIMA, Annual Global Licensing Industry Survey, Report.

Rovio s operations are divided into two business units, Games and Brand Licensing, which also constitute the Company s reporting segments.

In addition, Rovio has a third reporting segment, Other, which consists of Rovio s 80 percent owned subsidiary Hatch Entertainment and unallocated group overhead costs, such as group management, intellectual property protection, the Leadership Team s excluding the heads of the Games business unit and the Brand Licensing business unit equity based incentive plans and other costs not directly allocated to the business units.

Rovio has not reported segment information in its consolidated financial statements for the financial years ended December 31, , and , and therefore Rovio s business operations have been reported in accordance with the current segment reporting for the first time in the interim financial information for the six months ended June 30, For this Offering Circular, Rovio s business operations have been reported in accordance with the current segment reporting also for the financial year ended December 31, based on the consolidated financial statement information prepared for the said financial year in accordance with IFRS and for the financial years ended December 31, and December 31, based on the consolidated financial statement information prepared for the said financial years in accordance with FAS.

The segment information presented in this Offering Circular is unaudited. Rovio has changed the reporting of cash flows for the six months ended June 30, Rovio has in its consolidated financial statements for the financial years ended December 31, , and presented the disposals of advance payments for intangible assets as part of net cash flow from operating activities. In the consolidated interim financial information for the six months ended June 30, , disposals of advanced payments for intangible assets have been moved from net cash flow from operating activities to net cash flow used in investing activities.

The change has also been applied to figures for the six months ended June 30, and for the financial year ended December 31, presented in this Offering Circular. The following table sets forth Rovio s consolidated income statement data for the periods indicated: Exchange differences on translation of foreign operations 31 9 8 - - Total comprehensive income for the period, net of tax 13, 3, 10, 18, , Attributable to: Non-controlling interests 0 0 39 39 Equity holders of the parent company 13, 3, 10, 18, , 1 This line item is named staff expenses in the financial statements for the financial years ended December 31, and December 31, prepared in accordance with FAS.

The following table sets forth Rovio s consolidated balance sheet data on the dates indicated: The figures have been reclassified to non-current assets for comparability reasons. The reclassified figures are unaudited. The following table sets forth Rovio s cash flow data for the periods indicated: Depreciation and impairment of property, plant and equipment 20, 4, 18, 15, 15, 7, Net foreign exchange differences 1, 1, 1, 2, Gain on disposal of property, plant and equipment - 40 Finance costs 1, , Share of profit of an associate and a joint venture Other non-cash items , 1, Cash flow before working capital adjustments 40, 11, 37, 5, 5, 16, Working capital adjustments: Increase in trade and other receivables and prepayments 2, 12, 10, 5, 5, 15, Decrease in inventories Increase in trade and other payables 6, 5, 2, 5, Cash flow before interest and taxes 36, 4, 24, , Interest received Interest paid 1, 1, Income tax paid 1, 97 1, 1, 9, Net cash flows from operating activities 35, 2, 22, , 1, 16, Investing activities Proceeds from sale of tangible and intangible assets Purchase of tangible and intangible assets 5, 14, 23, 1,3 43, 43, 37, In its unaudited consolidated interim financial information for the six months ended June 30, , disposals of advanced payments for intangible assets have been moved from net cash flow from operating activities to net cash flow used in investing activities.

The figures are unaudited. No reclassifications between line items have taken place. Brand Licensing business unit Additional Information The following table sets forth Brand Licensing business unit revenue for its two sub-units: Consumer Products and Content Licensing: Key financial indictors include also alternative performance measures. The following table sets forth key performance indicators of Rovio for the periods indicated: Gross bookings do not include revenue from custom contracts, revenue deferrals or accounting adjustments due to e.

A reconciliation of gross bookings to revenue is presented under Reconciliation of Certain Alternative Performance Measures.

Adjusted EBITDA and adjusted operating profit have been adjusted with material items outside ordinary course of business, such as material net gains and losses from business disposals, direct transaction costs related to business acquisitions, restructuring costs for business operations, and costs relating to enlargement of the ownership base of the Company.

The following table sets forth the reconciliation of operating profit through income statement: This measure excludes revenue from custom contracts, revenue deferrals or accounting adjustments due to, for example, foreign exchange rate differences between revenue accruals and actual payments.

Monthly Unique Payers "MUP" represents the number of devices that made a payment at least once during the calendar month. MUP figures contain only games and users that are paired with Rovio s analytics services i. Jun 30 Dec 31 Dec 31 IFRS IFRS FAS unaudited, unless otherwise indicated unaudited, unless otherwise indicated EUR thousands unaudited unaudited Non-current interest-bearing loans and borrowings 2, 10, 2, , 16, 1,3 - Current interest-bearing loans and borrowings 8, 16, 16, , 8, 1,3 - Cash and short-term deposits 44, 24, 28, , 34, 1,2 53, 1,2 Net debt 34, 2, 9, 9, 9, 53, 1 Audited.

June 30 Dec 31 Dec 31 IFRS IFRS FAS unaudited, unless otherwise indicated unaudited, unless otherwise indicated EUR thousand unaudited unaudited Short term receivables 5 41, 46, 43, 31, 31, 41, Cash and short-term deposits 44, 24, 28, , 34, 1,2 53, 1,2 Short-term payables 47, 65, 60, 1,4 52, 53, 1,3 43, 1,3 Working capital 38, 5, 12, 13, 12, 51, 1 Audited.

The following tables set forth reconciliation between gross bookings used in key operational metrics and reported revenue in the Games business unit: For the three months ended Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 Mar 31 Dec 31 Sep 30 June 30March 31 EUR million unaudited Gross bookings 61, 56, 45, 40, 36, 29, 30, 27, 21, 22, Change in deferred revenue Custom contracts , 1, 1, 2, 3, 2, Other adjustments 3, Revenue 61, 56, 46, 45, 37, 29, 30, 29, 24, 28, B.

Custom contracts usually contain a minimum guarantee and revenue share to Rovio. Rovio recognizes the corresponding minimum guarantee revenue over the contract period. In the Company s view, there have been no significant changes in its financial condition and operating results during the period presented herein and thereafter before the date of this Offering Circular.

Not applicable; there have been no material changes in the Company s operations that would require the presentation of pro forma financial information.

These statements are not guarantees of future financial performance and Rovio s actual results could differ materially from those expressed or implied by these forward-looking statements as a result of many factors. Rovio cautions investors not to place undue reliance on these forward-looking statements, which speak only as at the date of this Offering Circular and are subject to uncertainty. Rovio s annual revenue and EBITDA are expected to increase significantly in the financial year ending December 31, compared to the financial year ended December 31, Basis for Guidance The guidance is based on the Company s management s estimates regarding sales, profit and the development of the operating environment.

The significant expected growth in revenue is especially due to the development of the Games business unit s live games and the development of new games launched in May, June and August as well as significant increases in user acquisition investments compared to the previous year. The expected growth in revenues is also driven by revenue from The Angry Birds Movie. The revenue profile of the movie is declining, which is typical for animated movies, and thus revenue from the movie is expected to be lower for the second half of as compared to the first half.

The Company can influence its revenue and profit through continuously developing its existing games and bringing new events into the games in order to increase user activity as well as investing in user acquisition. Factors outside the influence of the Company include general developments in the industry and changes in the competitive landscape.

The Company considers growth over 10 percent as significant. The Company s user acquisition investments can vary significantly on a quarterly level depending on new game releases and on the performance of existing games. This can lead to significant changes and variability in the Company s quarterly profitability. Not applicable; the audit reports do not include any qualifications. Not applicable; in the opinion of the Company s management, the Company s working capital is sufficient for the Company s present needs for the next twelve months following the date of this Offering Circular.

Section C Securities C. The currency of the Offering is euro. At the date of this Offering Circular, the number of Shares issued by the Company is 75,, All of the Shares are fully paid. The Shares have no nominal value. The New Shares will entitle their holders to full shareholder rights in the Company after the New Shares have been registered in the Finnish Trade Register maintained by the Finnish Patent and Registration Office the Finnish Trade Register and in the Company s shareholder register on or about September 29, and will also entitle their holders to full dividend and other distribution of funds declared by the Company, if any, in a similar manner as the existing Shares.

The Company s Extraordinary General Meeting of Shareholders has on September 8, decided to remove the redemption clause from the Articles of Association. The removal of this clause will be notified to the Finnish Trade Register in connection with the registration notification of the New Shares issued in the Offering on the basis of the authorization given to Rovio s Board of Directors in the same Extraordinary General Meeting of Shareholders, or immediately before it.

If the New Shares issued on the basis of the share issue authorization are registered in more than one batch, the removal of the redemption clause will be notified for registration in connection with the first registration notification regarding such New Shares, or immediately before it. The selling restriction agreements related to the Shares have been described in the Element E. The Company will submit a listing application to Nasdaq Helsinki for the listing of the Shares on the official list maintained by Nasdaq Helsinki.

Rovio s intention is to distribute approximately 30 percent of annual net results excluding items affecting comparability as dividend and equity returns to Rovio s shareholders and taking other factors such as Rovio s financial position, cash flow and growth opportunities into consideration.

There can be no assurances that dividends or equity returns will be paid in the future, nor are there any assurances as to the amount of dividends or equity returns to be paid for a particular year. Section D Risks D. Risk factors relating to the Company as an issuer and to its business are listed below. This listing is not exhaustive and additional risks and uncertainties not presently known to the Company, or that the Company currently believes are immaterial, could also have a material adverse effect on the Company s business, results of operations and financial condition or an investment in the Company.

The entertainment market is competitive and Rovio also competes with other forms of leisure activities, and a failure to successfully compete If Rovio fails to maintain the awareness of and consumer affinity for the Angry Birds brand and its games, it could have a material adverse effect on Rovio.

Most of Rovio s game revenue is based on a limited number of games and a small percentage of paying users. Rovio may be unable to generate sufficient revenue from new games to offset any declines in revenues from its current games, or the success of Rovio s new games or other products may come at the expense of its existing games and other products, or it may be unable to attract new paying or retain existing paying users and maintain their spending levels.

Rovio s free-to-play business model depends on users making in-app purchases, and the value of virtual goods sold in Rovio s games is highly dependent on how Rovio manages the game revenue and pricing models. Rovio s ability to successfully attract in-app advertisers depends on its ability to design an advertising model that improves engagement along with retaining users at the same time.

Rovio relies on maintaining its relationships with key distribution platform providers, such as Apple and Google, as well as the platforms continued functionality and popularity. Rovio partly relies on licensing partners for the success of its Brand Licensing business unit. Failure of Rovio s licensees to satisfy their obligations e. Rovio relies on the continued function of its IT and communications systems, some of which are provided by a small number of third-party Internet, data center and cloud service providers, and any material failure or significant interruption in IT and communications systems could impact Rovio s operations.

Rovio s systems and operations are vulnerable to damage or interruption from natural disasters, power losses, telecommunications failures, cyberattacks, terrorist attacks, acts of war, human errors, break-ins and similar events. Rovio will need to continue to maintain, develop and enhance the cloudbased services, its network environment and systems to accommodate the continuity and growth of the business and prevent infrastructure failures or interruptions.

Rovio currently offers its games and Rovio s licensing partners offer Angry Birds products in multiple jurisdictions, and they are subject to economic, regulatory and political conditions in the jurisdictions where they operate; Rovio s geographic expansion may expose Rovio to risks that Rovio uses open source software in connection with certain of its games, which may if not used in accordance with Rovio s open source software guidelines and policies subject Rovio s software code to general release or require Rovio to re-engineer such code.

Programming errors or flaws in Rovio s games could harm its brand or decrease the market acceptance of its games. The failure of the upcoming sequel to The Angry Birds Movie to reach substantial audiences could adversely affect the value of the Angry Birds brand. Rovio relies on its employees and retaining key personnel.

Rovio could suffer a security breach. Changes in regulation governing Rovio s operations, especially laws and regulations concerning data privacy and data security, are continually evolving; Rovio s, or Rovio s platform providers or partners, actual or perceived failure to comply with these laws and regulations could adversely affect Rovio. Changes in tax laws, changes in the application of existing tax laws, which are subject to interpretation, or challenges by tax authorities regarding Rovio s methodologies or Rovio s analysis of Rovio s tax rates, could result in an increase to Rovio s effective tax rate and cause Rovio to change the way it operates its business.

It may be possible for third parties to improperly use Rovio s intellectual property or claim that Rovio infringes third-party intellectual property rights, which could have a material adverse effect on Rovio s business, financial condition and operating results. Rovio may not be able to implement its business strategy as expected.

Rovio s actual operating results and financial condition may differ materially from the financial targets and future prospects presented in this Offering Circular. Exchange rate fluctuations may affect Rovio s financial condition and results of operations. Rovio s use of partners in its business operations could also expose Rovio to risks regarding quality issues and other IP related risks as well as problems in legal compliance on game development. Business acquisitions and integrating acquired operations may involve uncertainties and hidden obligations and could divert Rovio s management s attention and otherwise disrupt Rovio s operations and have a material adverse effect on Rovio s business, financial condition and operating results.

Internal control and risk management processes involve risks that could have a material adverse effect on Rovio s business, financial condition and operating results. Counterparty risk, if it materializes, may have a material adverse effect on Rovio s business, financial condition and operating results. Rovio s insurance coverage may not cover all risks related to Rovio s business.

Risks Related to the Shares and the Listing The market price and liquidity of the Shares may fluctuate significantly. There can be no assurances of distribution of dividends or capital repayment to the shareholders in the future.

The Listing will result in additional costs for Rovio. The terms and conditions of the Underwriting Agreement may lead to the cancellation of the Offering. The interests of Rovio s largest shareholder may not be aligned with the interests of other shareholders.

A significant shareholder may sell a significant part of its shareholding, which may have a negative effect on the market price of the Shares and result in other adverse effects for Rovio. Commitments cannot be cancelled. The Listing may not necessarily succeed as expected, or occur at all. Shareholders in the United States and certain other jurisdictions may not be able to exercise their subscription rights.

Not all rights available to shareholders under United States law will be available to holders of the Shares. Investors with a different reference currency than the euro are exposed to certain foreign exchange risks when investing in the Shares.

The Listing would also allow Rovio to obtain access to capital markets and broaden its ownership base both with domestic and foreign investors, which would increase the liquidity of the Shares.

Furthermore, the Offering would benefit Rovio operationally e. The Listing and increased liquidity would also enable Rovio to use the Shares more effectively as a means of consideration in potential acquisitions and remuneration of personnel. Use of Proceeds The gross proceeds that the Sellers will receive from the Offering will amount to approximately EUR million calculated by using the mid-point of the Preliminary Price Range assuming that the Sellers will sell the maximum amount of Shares and that the Over-Allotment Option will not be exercised.

The fees to be paid by the Sellers in connection with the Offering are expected to amount to approximately EUR 8. The Company will issue a total of 2,, New Shares assuming that the subscription price will be at the mid-point of the Preliminary Price Range. Rovio estimates that the fees and expenses payable by it in relation to the Offering will amount to approximately EUR 3.

Rovio will not receive any proceeds from the sale of the Sale Shares and the Additional Shares, if any, by the Sellers in the Offering. Rovio and the Sellers will pay the Managers the combined selling and arrangement fees according to the Underwriting Agreement. The proceeds from the Share Issue are intended to be used for supporting Rovio s growth strategy such as user acquisition, growth of the top games and financing possible future consolidation projects.

Similarly the terms subscriber, offer period, subscription place, offer price, purchase offer and commitment or other similar terms refer to both the Share Issue as defined below and Share Sale as defined below.

Rovio Entertainment Corporation, a public limited liability company incorporated in Finland together with its subsidiaries on a consolidated basis, the Company, Rovio or the Rovio Group, except where it is clear from the context that the term means Rovio Entertainment Corporation or a particular subsidiary or business unit only , aims to raise gross proceeds of approximately EUR 30 million by offering new shares in the Company the New Shares for subscription the Share Issue.

The Offer Shares represent up to approximately The New Shares are being offered in deviation from the shareholders pre-emptive subscription right in order to enable the listing of the Shares on the official list of Nasdaq Helsinki Ltd Nasdaq Helsinki the Listing.

Trema and Silvano are expected to grant to Danske Bank as stabilizing manager the Stabilizing Manager an over-allotment option exercisable within 30 days from the commencement of trading in the Shares on Nasdaq Helsinki which is estimated to occur between September 29, and October 28, the Stabilization Period , to purchase a maximum of5,, additional Shares the Additional Shares solely to cover over-allotments in connection with the Offering the Over-allotment Option.

The Additional Shares represent approximately 7. After the Offering, the Stabilizing Manager may, but is not obligated to, within the Stabilization Period, engage in measures that stabilize, maintain or otherwise affect the price of the Shares. The Stabilizing Manager may allocate a larger number of Shares than the total number of Offer Shares, which would create a short position.

The short position is covered if it does not exceed the number of Additional Shares. The Stabilizing Manager may close covered short selling by In connection with the Offering, the Stabilizing Manager may also bid for and purchase Shares in the market to stabilize the market price of the Shares.

These measures may raise or maintain the market price of the Shares in comparison with the price levels determined independently on the market or may prevent or delay any decrease in the market price of the Shares. However, the stabilization measures may not be conducted at a price higher than the Final Offer Price. The Stabilizing Manager has no obligation to carry out these measures, and it may stop any of these measures at any time. Finnish time and end on September 26, at 4: Finnish time and end on September 28, at The Company s Board of Directors and the Principal Sellers jointly have the right, in the event of an oversubscription, to discontinue the Institutional Offering and the Public Offering by joint decision at the earliest on September 25, at 4: The Institutional Offering and the Public Offering may or may not be discontinued independently of each other.

A stock exchange release regarding any discontinuation would be published without delay. Any possible extension of the subscription period would be communicated through a stock exchange release, which would indicate the new end date of the subscription period. The subscription period of the Institutional Offering and the Public Offering will in any case end on October 6, at 4: Finnish time at the latest.

The Company s Board of Directors and the Principal Sellers may or may not extend the subscription period of the Institutional Offering or the Public Offering independently of each other. The stock exchange release concerning the extension of the subscription period must be released at the latest on the above mentioned estimated end dates of the subscription periods of the Institutional Offering and the Public Offering.

The Preliminary Price Range can be changed during the subscription period, which would be communicated through a stock exchange release. If the Preliminary Price Range increases or decreases, the Finnish language prospectus published by the Company in connection with the Offering the Finnish Prospectus would be supplemented and the supplement would be published through a stock exchange release. The subscription commitments of the Cornerstone Investors are conditional.

The Final Offer Price will be determined in negotiations between the Company, the Principal Sellers and the Managers based on the purchase offers of institutional investors in the Institutional Offering a Purchase Offer after the offer period for the Institutional Offering has ended i. The Final Offer Price will be communicated through a stock exchange release and will be available on the Company s website at immediately after the Pricing and in the subscription places of the Public Offering no later than the banking day following the Pricing i.

A commitment to subscribe for or purchase Offer Shares in the Public Offering a Commitment cannot be amended. The Principal Sellers may cancel the Share Sale and the Company s Board of Directors may cancel the Share Issue at any time before the decision to complete them is made on the grounds of, for example, the market conditions, the Company s financial position or a material change in the Company s business.

The personnel of Rovio at the beginning of the subscription period of the Offering on September 18, may be given preference in the allocation of the Offer Shares in the Public Offering. Each investor may only provide one Commitment in the Public Offering.

The Company and the Principal Sellers will decide on the procedures in the event of a potential oversubscription. The Commitments can be accepted or rejected partially or wholly. For subscribers in Finland, the Company and the Principal Sellers aim to approve Commitments for up to Offer Shares, and for Commitments exceeding this amount, to allocate the Offer Shares in proportion to the amount of For subscribers in Sweden and Denmark, the allocation of the Offer Shares is at the discretion of the Company and the Principal Sellers.

An investor whose Purchase Offer is for at least 20, Offer Shares may participate in the Institutional Offering through private placements. The Cornerstone Investors have allocation priority in the Offering. Purchase Offers can be accepted or rejected partially or wholly.

The Managers and their affiliates have engaged in transactions with and performed various investment banking, commercial banking and other services for the Company, the Principal Sellers and their respective subsidiaries and affiliates in the past and may do so from time to time in the future and may be paid fees in connection with such services from time to time.

However, all services provided by the Managers, including in connection with the Offering, have been provided as an independent contractor and not as a fiduciary to the Company or the Principal Sellers. The Leadership Team of Rovio and certain other key employees have interests in the Offering due to the share based compensation plan.

The Company is not aware of any other interest that is material to the Offering. The Company lock-up does not apply to remuneration or incentive programs described in this Offering Circular, and the Other Sellers lock-ups are subject to certain exceptions. The Leadership Team of the Company is expected to enter into lock-up undertakings with similar terms to that of the Company and the Sellers with certain exceptions that will end on the date that falls days from the Listing.

In aggregate, the terms of the Sellers lock-up agreements apply to approximately If the existing shareholders of the Company do not subscribe for or purchase any Offer Shares in the Offering, the total ownership of the existing shareholders would, based on the assumptions above, be diluted by approximately 3. There are no expenses charged to the investors by the Company in connection with the Offering. Avsnitt A Introduktion och varningar A.

Avsnitt B Emittent B. Revisorns rapport avseende resultatprognos infogas i detta Prospekt som Bilaga C. Avsnitt D Risker D. Riskfaktorer som avser Bolaget som emittent och dess verksamhet listas nedan. Om Rovios licenstagare inte uppfyller sina skyldigheter t. Risker relaterade till Aktierna och Noteringen Marknadspriset och likviditeten kan fluktuera betydligt.

Villkoren i Placeringsavtalet kan leda till att Erbjudandet avbryts. Avsnitt E Erbjudande E. Vidare skulle Erbjudandet gynna Rovio operativt t. Securities Act Erbjudande till institutionella investerare. Ankarinvesterarna har prioriterad tilldelning i Erbjudandet.

Disse elementer er nummereret i afsnit A-E A. Afsnit A Indledning og advarsler A. Afsnit B Udsteder B. Rovios domicil er beliggende i Espoo, Finland. Rovio er et aktieselskab, der er stiftet i Finland og driver virksomhed i henhold til finsk ret. Angry Birds-spillene har en stor brugerbase. Consumer Products og Content Licensing. Forbrugerprodukter under Angry Birds-brandet blev solgt i ca. Det er indhold som f. Segmentoplysningerne i dette Prospekt er ureviderede.

I koncernregnskabsoplysningerne for 1. Minoritetsinteresser 0 0 39 39 Moderselskabets andel af resultat Valutakursdifferencer ved omregning af udenlandske aktiviteter 31 9 8 - - Periodens totalindkomst i alt efter skat De reklassificerede tal er ureviderede.

Stigning i tilgodehavender fra salg og andre tilgodehavender samt forudbetalinger I de ureviderede koncernregnskabsoplysninger for 1. Der er ikke foretaget reklassifikation mellem regnskabsposterne. IFRS januar juni 1. Dette afsnit Resultatforventninger eller prognoser indeholder fremadrettede udsagn. Faktorer, som ligger uden for Selskabets kontrol, omfatter den generelle udvikling i branchen og konkurrencen.

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If you are thinking that it is normal payday loans then you are half true. For additional information on this and other automobile dealership subject matters, go to:. This is not a "big deal" at these companies and all they really require is that you are working, have a bank account and are at least 18 years old. The first thing you need in order to make money from your Facebook traffic is a website, a product to sell or something that will make you money.

A tenant or people living with friends or family are equally eligible. Such immediate cash supports work for the instant situation when you find it hard to cope with fiscal problems that come to you by every now and then.

Typically, those providers that operate on the internet allow a very simple online application process where you need to enter some person details about yourself. Lets face it, this is not a new idea but honestly the way things were done for hundreds if not thousands of years ago. As these loans are unsecured loans the borrower must be able to convey that he is able to repaying his terms in right time.

This loan also provides the opportunity to select not only the loan amount but also the repayment term. Trust me, these loans are great for such times as well as providing extra cash around the holidays. While the rest of the world may expect you to brace yourself for the worst, you are right to be proactive in avoiding the crises that occur.

To be original, abstract paintings must depict objects that have been "disconnected" from scenes, city' more. Branch managers may also need to discipline employees for failing to follow their branch's policies. Of course, finding lenders that are trustworthy is important too. When all is good and everything falls into its place, these direct payday loan lenders will rescue your finances from tumbling further down.

Moreover, if a borrower fails to pay his or her repayment on the due date, then the outstanding balance would be subject to late fees and other penalties. If your information goes the credit bureaus, it affects your credit. Looking forward to get rid of the problem of financial shortage as soon as possible. Such tangible assets will include annuity and insurance policies. You will also be required to provide the lender with your checking account information, including ABA bank routing number so that your money can be deposited into your account.

For a more comprehensive illustration on how interest payments for long-term loans are calculated, a related article entitled Creating a Loan Amortization Table Using Excel" features a more vivid depiction.

These are a few key things to note when it comes to fast cash loans. For instance, you may have had elongated wait times, more expensive transactions, and your bank may have not even been able to receive the funds via the wires. You can pay by cheque or you can grant the Payday Loan Company permission to debit the money from your designated bank account.

With the help of the cash you can get rid of the problems like paying for grocery bills, library bills, medical expenses, phone bills and soon. Other than, a systematic online research in financial market can succor you to derive the best financial deal at the cost-effective interest rate. It will be possible to apply for the cash any time you need it the almost all, no matter which the day time.

You can avail a payday loan or a fast cash loan in two different ways. This is what you need to understand because most people that want to earn cash online think you have to go all out in one thing when that is not the case.

Selling your used laptop this way will take a little more effort on your part. The reason this works is because the sites you will be submitting them to are already getting lots of traffic which makes them perfect for your articles with links to your sites.

Yes, of course if you had a little money to spend it would make things a little easier but money is not required to start. To make matters worse, one time everything was in order and finally the application was processed and approved, it would take weeks to get the money you worked so hard to finish up in your bank account.

Payday loans aren't inherently bad, but every step should be taken to make sure that you don't end up owing too much money and not be able to pay it back. They assist customers with issues, monitor and discipline employees, hire and fire employees, and work with local interest groups. It has developed a device which helps people to solve their fiscal problems within a few minutes. Also, the fact that the loan is cleared in one payment means that very little money is left to cover the usual monthly bills and obligations.

They come in all shapes and sizes and will loan you the money you want for a certain period of time before you need to pay it back. The wonderful financial scheme no teletrack loans are available in the market for your assistance.

It is always advised to the borrower to check the details about these deals before you avail any funds. Pay a visit to local payday loan store or find them online.

They are short term loans given to those with a consistent income to take care of their financial situation. You will do better doing this than you will trying to make money on the internet through one of those get rich fast schemes.

The interest on payday loans can accumulate very quickly if not paid off, which can leave borrowers in a worse situation then they started with before the loan. Such interest payment from next paycheque may be burdensome for some salaried people. They are only making the owner rich and the people who are buying are not getting any richer. If you suddenly find out that you are going to need some quick cash and you don.

Just know that in order to be successful you will need to do everything you can to make as much money as you can while remaining happy about what you are doing. You can't seem to figure out why your principal balance was hardly reduced by all the mortgage loan payments you've made. You can choose a website which associates with multiple lenders.

According to me, fast cash loans are the best options available with you. You have to fill the online application form by giving few of you personal details as required by the borrower. Borrowers can choose their preferred offers from the convenience of their home. However, you don't have to be living in a dorm to benefit. It was obvious that in such a situation Barry needed immediate cash. Payday loans perform best when you need to cover a lot of unpredictable costs throughout a pay period and additional cash is required to carry your budget to the following pay day.

Not being able to pay for unexpected bills, or to fix the car, or for sudden medical expenses, can result in loss of work or income, increased costs, pain, inconvenience and more. Mobile Laundry mat - Something that a lot of people have to do is take their clothes to a laundry mat simply because there is not washer or dryer in their apartment and if you have people like this in your area then you can take advantage of it.

Hosting a home jewelry party or attending one is truly a fun way for anyone to make some quick extra cash. There are scores of companies out there that do this sort of thing.

To ensure the best chance of your proposal attracting the lowest interest rate for its band, make your proposal full and convincing. If you are not interested in making yourself an object of gossip, it is best to stay away from this option. Meet all your passing monthly needs such as pay your household and utility bills, get small house modifications done, send your car for a repair, meet educational expenses of your kid and so on.

With a direct lender you get only one set of rules and criteria, so provided you choose one that does everything online, there should be no phone or faxing required. Unsubsidized student loans do not need qualification on a desires basis. Take a thorough look t your credit cards statement for at least a year following the fraud to make sure no unrecognizable charges are made.

The requirements for most payday loan lenders are much smaller than other kinds of more conventional lenders, and you can still get approved for these types of loans even if you have bad credit. Ways to draw in serious and permanent visitors on your attractive website. Whether it is an individual or a firm, both require cash immediately so that it can meet its sudden and urgent financial problems well in time. It will aware them of various available alternatives to seek financial relief.

You can cancel via any number of means and these vary largely by Payday Advance Companies. As the US experienced the credit crunch, banks held on tight to their assets. For example, perhaps it is around two weeks until you are paid again and your car breaks down on the freeway. The survey lists top ten improvements that can be done to increase your home.

This can take a few minutes, a few hours of even a day. People like good items for less and if you can provide this then you will be ahead of everyone else. When you have the names of payday lenders and when you can compare the performance, terms and conditions and track record of each lender, you will automatically find the best online payday lender. Emergency always pop up without giving any prior intimation. Now how does that happen you ask if you are collecting payments over a long period of time.

However, payday loan companies are required by law to reveal the effective annual percentage rate. You need a training course that you can count on all the time. Cash advance payday loans provide instant cash advance before your next payday, enabling you to tackle urgent requirements within due time.

Of course, not all providers may be able to move quite so quickly and if you do need speed, making sure that your potential provider can provide that level of service may be important. Even if you need money collateral-free at such a time, there is no need to give in to the situation and be suppressed. After all, they know for a fact that credit companies usually shy away from extending financial assistance to people with poor credit. Click the submit button as soon as you fill up the online form.

Faxing in documentation to a financial loan company is not always convenient. Home loans have gained heaps of preference among people who plan to purchase property, construct or renovate a house. This is a high in demand service that marketers want.

To get the instant cash assistance with affordable price, cash loans are the best loan approach. It makes sense to sell to someone who can guarantee a quick home sale. Collections department is a bad place to be for any debt and it certainly is not a positive for your credit score. That means you need to look for the lowest possible interest rate before agreeing to one of these programs.

It is a economic assistance designed for people in between the paydays to meet up with any specific economic urgent. Since there is also no credit check involved they also do not require a co-signer.

VA Home finance mortgage loan Financial institution financial loan. Waiting a few minutes may interpret into waiting an extra day or until Monday for the money. It can be confirmed quickly and in many cases the money can be available the same day. Some of them work entirely online and also mention the convenience of applying for a loan at home, without the need to wait in lines and submit tons of paperwork.

Brendan Steele, who tied for fifth place last year, is 32 years old and he lives in California. You can apply for this advance at any of the payday loan stores in the US, or fill in the application form for an online cash advance. Better yet, sleep on the offer and look at your budget closer'the deal will still be there the next day.

Documentation required is only your ID applicants are required to be above 18 years old , bank statements and proof of employment. There are times when unwarranted emergency situations hang around our neck and we do not enough money to support our needs. It is a transaction entered into between two entities, a borrower and a lender, wherein the borrower is the one who applies and upon approval gets a certain amount of cash. The rule was proposed by, and named for, businessman Warren Buffett.

Locate other fine high quality news letters in a comparable subject for your very own which has a superior-sized checklist of members and setup and post transaction. Even the information provided by you while applying for the loan is kept confidential.

These experts must have an Australian Financial Services Fund license to their name. Well, take my advice and get rid of those thoughts right now. There are many ways to gauge the various payday loan lending companies online.

California has had to adopt reforms in every area of government to contain costs. It was like trying to play connect the dots with all the other supposed systems. Loan applications for different types of home loans have to be sorted first. You can host an impromptu garage sale, take everything to the pawn shop, or bring things to specific stores that buy what you're selling. If you are approved for the fast cash loan, then the money could be in your bank account within 2 hours, or the next day, depending on whether your bank can accept instant transfers.

All deals have their own set of advantages and disadvantages. This is a huge advantage to many people who may live in the country and rely on their vehicle on a daily basis. As an example of loan limits, in England, you can get a maintenance loan from the government of up to. First off you should check to see if you have anything to sell or if you have any assets or investments that you could get rid of. Some parents who have had it made feel their children should also be the same.

Essentially, the branch manager is the last stop for customer complaints and services, allowing customers to fix issues that personal bankers are not allowed to fix or refuse to fix, while providing lending overrides and denials in certain cases. When it is time to pay, choose from many different methods that are all simple and hassle free. The amount asked by you is transferred to your checking account.

About seventy percent of the total population of America is facing a real-time financial crisis. In the same breath, you have to be aware that you can get into bigger financial trouble if you mishandle or abuse these quick loan facilities. G Flashlight27 Dec Visit our website at to see more videos get more information and buy the product. The 60's karaoke songs and MP3 Backing tracks. The following tips will help you to get noticeable abs faster.

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I have been a CPA for 25 years and have never had one employer think that way. The figures are unaudited. No reclassifications between line items have taken place. Brand Licensing business unit Additional Information The following table sets forth Brand Licensing business unit revenue for its two sub-units: Consumer Products and Content Licensing: Key financial indictors include also alternative performance measures. The following table sets forth key performance indicators of Rovio for the periods indicated: Gross bookings do not include revenue from custom contracts, revenue deferrals or accounting adjustments due to e.

A reconciliation of gross bookings to revenue is presented under Reconciliation of Certain Alternative Performance Measures. Adjusted EBITDA and adjusted operating profit have been adjusted with material items outside ordinary course of business, such as material net gains and losses from business disposals, direct transaction costs related to business acquisitions, restructuring costs for business operations, and costs relating to enlargement of the ownership base of the Company.

The following table sets forth the reconciliation of operating profit through income statement: This measure excludes revenue from custom contracts, revenue deferrals or accounting adjustments due to, for example, foreign exchange rate differences between revenue accruals and actual payments.

Monthly Unique Payers "MUP" represents the number of devices that made a payment at least once during the calendar month. MUP figures contain only games and users that are paired with Rovio s analytics services i. Jun 30 Dec 31 Dec 31 IFRS IFRS FAS unaudited, unless otherwise indicated unaudited, unless otherwise indicated EUR thousands unaudited unaudited Non-current interest-bearing loans and borrowings 2, 10, 2, , 16, 1,3 - Current interest-bearing loans and borrowings 8, 16, 16, , 8, 1,3 - Cash and short-term deposits 44, 24, 28, , 34, 1,2 53, 1,2 Net debt 34, 2, 9, 9, 9, 53, 1 Audited.

June 30 Dec 31 Dec 31 IFRS IFRS FAS unaudited, unless otherwise indicated unaudited, unless otherwise indicated EUR thousand unaudited unaudited Short term receivables 5 41, 46, 43, 31, 31, 41, Cash and short-term deposits 44, 24, 28, , 34, 1,2 53, 1,2 Short-term payables 47, 65, 60, 1,4 52, 53, 1,3 43, 1,3 Working capital 38, 5, 12, 13, 12, 51, 1 Audited.

The following tables set forth reconciliation between gross bookings used in key operational metrics and reported revenue in the Games business unit: For the three months ended Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 Mar 31 Dec 31 Sep 30 June 30March 31 EUR million unaudited Gross bookings 61, 56, 45, 40, 36, 29, 30, 27, 21, 22, Change in deferred revenue Custom contracts , 1, 1, 2, 3, 2, Other adjustments 3, Revenue 61, 56, 46, 45, 37, 29, 30, 29, 24, 28, B.

Custom contracts usually contain a minimum guarantee and revenue share to Rovio. Rovio recognizes the corresponding minimum guarantee revenue over the contract period.

In the Company s view, there have been no significant changes in its financial condition and operating results during the period presented herein and thereafter before the date of this Offering Circular.

Not applicable; there have been no material changes in the Company s operations that would require the presentation of pro forma financial information. These statements are not guarantees of future financial performance and Rovio s actual results could differ materially from those expressed or implied by these forward-looking statements as a result of many factors. Rovio cautions investors not to place undue reliance on these forward-looking statements, which speak only as at the date of this Offering Circular and are subject to uncertainty.

Rovio s annual revenue and EBITDA are expected to increase significantly in the financial year ending December 31, compared to the financial year ended December 31, Basis for Guidance The guidance is based on the Company s management s estimates regarding sales, profit and the development of the operating environment.

The significant expected growth in revenue is especially due to the development of the Games business unit s live games and the development of new games launched in May, June and August as well as significant increases in user acquisition investments compared to the previous year. The expected growth in revenues is also driven by revenue from The Angry Birds Movie. The revenue profile of the movie is declining, which is typical for animated movies, and thus revenue from the movie is expected to be lower for the second half of as compared to the first half.

The Company can influence its revenue and profit through continuously developing its existing games and bringing new events into the games in order to increase user activity as well as investing in user acquisition. Factors outside the influence of the Company include general developments in the industry and changes in the competitive landscape. The Company considers growth over 10 percent as significant. The Company s user acquisition investments can vary significantly on a quarterly level depending on new game releases and on the performance of existing games.

This can lead to significant changes and variability in the Company s quarterly profitability. Not applicable; the audit reports do not include any qualifications. Not applicable; in the opinion of the Company s management, the Company s working capital is sufficient for the Company s present needs for the next twelve months following the date of this Offering Circular.

Section C Securities C. The currency of the Offering is euro. At the date of this Offering Circular, the number of Shares issued by the Company is 75,, All of the Shares are fully paid. The Shares have no nominal value.

The New Shares will entitle their holders to full shareholder rights in the Company after the New Shares have been registered in the Finnish Trade Register maintained by the Finnish Patent and Registration Office the Finnish Trade Register and in the Company s shareholder register on or about September 29, and will also entitle their holders to full dividend and other distribution of funds declared by the Company, if any, in a similar manner as the existing Shares.

The Company s Extraordinary General Meeting of Shareholders has on September 8, decided to remove the redemption clause from the Articles of Association. The removal of this clause will be notified to the Finnish Trade Register in connection with the registration notification of the New Shares issued in the Offering on the basis of the authorization given to Rovio s Board of Directors in the same Extraordinary General Meeting of Shareholders, or immediately before it.

If the New Shares issued on the basis of the share issue authorization are registered in more than one batch, the removal of the redemption clause will be notified for registration in connection with the first registration notification regarding such New Shares, or immediately before it.

The selling restriction agreements related to the Shares have been described in the Element E. The Company will submit a listing application to Nasdaq Helsinki for the listing of the Shares on the official list maintained by Nasdaq Helsinki. Rovio s intention is to distribute approximately 30 percent of annual net results excluding items affecting comparability as dividend and equity returns to Rovio s shareholders and taking other factors such as Rovio s financial position, cash flow and growth opportunities into consideration.

There can be no assurances that dividends or equity returns will be paid in the future, nor are there any assurances as to the amount of dividends or equity returns to be paid for a particular year. Section D Risks D. Risk factors relating to the Company as an issuer and to its business are listed below. This listing is not exhaustive and additional risks and uncertainties not presently known to the Company, or that the Company currently believes are immaterial, could also have a material adverse effect on the Company s business, results of operations and financial condition or an investment in the Company.

The entertainment market is competitive and Rovio also competes with other forms of leisure activities, and a failure to successfully compete If Rovio fails to maintain the awareness of and consumer affinity for the Angry Birds brand and its games, it could have a material adverse effect on Rovio. Most of Rovio s game revenue is based on a limited number of games and a small percentage of paying users.

Rovio may be unable to generate sufficient revenue from new games to offset any declines in revenues from its current games, or the success of Rovio s new games or other products may come at the expense of its existing games and other products, or it may be unable to attract new paying or retain existing paying users and maintain their spending levels. Rovio s free-to-play business model depends on users making in-app purchases, and the value of virtual goods sold in Rovio s games is highly dependent on how Rovio manages the game revenue and pricing models.

Rovio s ability to successfully attract in-app advertisers depends on its ability to design an advertising model that improves engagement along with retaining users at the same time. Rovio relies on maintaining its relationships with key distribution platform providers, such as Apple and Google, as well as the platforms continued functionality and popularity. Rovio partly relies on licensing partners for the success of its Brand Licensing business unit.

Failure of Rovio s licensees to satisfy their obligations e. Rovio relies on the continued function of its IT and communications systems, some of which are provided by a small number of third-party Internet, data center and cloud service providers, and any material failure or significant interruption in IT and communications systems could impact Rovio s operations.

Rovio s systems and operations are vulnerable to damage or interruption from natural disasters, power losses, telecommunications failures, cyberattacks, terrorist attacks, acts of war, human errors, break-ins and similar events. Rovio will need to continue to maintain, develop and enhance the cloudbased services, its network environment and systems to accommodate the continuity and growth of the business and prevent infrastructure failures or interruptions.

Rovio currently offers its games and Rovio s licensing partners offer Angry Birds products in multiple jurisdictions, and they are subject to economic, regulatory and political conditions in the jurisdictions where they operate; Rovio s geographic expansion may expose Rovio to risks that Rovio uses open source software in connection with certain of its games, which may if not used in accordance with Rovio s open source software guidelines and policies subject Rovio s software code to general release or require Rovio to re-engineer such code.

Programming errors or flaws in Rovio s games could harm its brand or decrease the market acceptance of its games. The failure of the upcoming sequel to The Angry Birds Movie to reach substantial audiences could adversely affect the value of the Angry Birds brand. Rovio relies on its employees and retaining key personnel. Rovio could suffer a security breach. Changes in regulation governing Rovio s operations, especially laws and regulations concerning data privacy and data security, are continually evolving; Rovio s, or Rovio s platform providers or partners, actual or perceived failure to comply with these laws and regulations could adversely affect Rovio.

Changes in tax laws, changes in the application of existing tax laws, which are subject to interpretation, or challenges by tax authorities regarding Rovio s methodologies or Rovio s analysis of Rovio s tax rates, could result in an increase to Rovio s effective tax rate and cause Rovio to change the way it operates its business.

It may be possible for third parties to improperly use Rovio s intellectual property or claim that Rovio infringes third-party intellectual property rights, which could have a material adverse effect on Rovio s business, financial condition and operating results.

Rovio may not be able to implement its business strategy as expected. Rovio s actual operating results and financial condition may differ materially from the financial targets and future prospects presented in this Offering Circular. Exchange rate fluctuations may affect Rovio s financial condition and results of operations.

Rovio s use of partners in its business operations could also expose Rovio to risks regarding quality issues and other IP related risks as well as problems in legal compliance on game development. Business acquisitions and integrating acquired operations may involve uncertainties and hidden obligations and could divert Rovio s management s attention and otherwise disrupt Rovio s operations and have a material adverse effect on Rovio s business, financial condition and operating results.

Internal control and risk management processes involve risks that could have a material adverse effect on Rovio s business, financial condition and operating results.

Counterparty risk, if it materializes, may have a material adverse effect on Rovio s business, financial condition and operating results. Rovio s insurance coverage may not cover all risks related to Rovio s business. Risks Related to the Shares and the Listing The market price and liquidity of the Shares may fluctuate significantly.

There can be no assurances of distribution of dividends or capital repayment to the shareholders in the future. The Listing will result in additional costs for Rovio. The terms and conditions of the Underwriting Agreement may lead to the cancellation of the Offering.

The interests of Rovio s largest shareholder may not be aligned with the interests of other shareholders. A significant shareholder may sell a significant part of its shareholding, which may have a negative effect on the market price of the Shares and result in other adverse effects for Rovio. Commitments cannot be cancelled. The Listing may not necessarily succeed as expected, or occur at all. Shareholders in the United States and certain other jurisdictions may not be able to exercise their subscription rights.

Not all rights available to shareholders under United States law will be available to holders of the Shares. Investors with a different reference currency than the euro are exposed to certain foreign exchange risks when investing in the Shares.

The Listing would also allow Rovio to obtain access to capital markets and broaden its ownership base both with domestic and foreign investors, which would increase the liquidity of the Shares. Furthermore, the Offering would benefit Rovio operationally e. The Listing and increased liquidity would also enable Rovio to use the Shares more effectively as a means of consideration in potential acquisitions and remuneration of personnel.

Use of Proceeds The gross proceeds that the Sellers will receive from the Offering will amount to approximately EUR million calculated by using the mid-point of the Preliminary Price Range assuming that the Sellers will sell the maximum amount of Shares and that the Over-Allotment Option will not be exercised.

The fees to be paid by the Sellers in connection with the Offering are expected to amount to approximately EUR 8. The Company will issue a total of 2,, New Shares assuming that the subscription price will be at the mid-point of the Preliminary Price Range. Rovio estimates that the fees and expenses payable by it in relation to the Offering will amount to approximately EUR 3. Rovio will not receive any proceeds from the sale of the Sale Shares and the Additional Shares, if any, by the Sellers in the Offering.

Rovio and the Sellers will pay the Managers the combined selling and arrangement fees according to the Underwriting Agreement. The proceeds from the Share Issue are intended to be used for supporting Rovio s growth strategy such as user acquisition, growth of the top games and financing possible future consolidation projects.

Similarly the terms subscriber, offer period, subscription place, offer price, purchase offer and commitment or other similar terms refer to both the Share Issue as defined below and Share Sale as defined below.

Rovio Entertainment Corporation, a public limited liability company incorporated in Finland together with its subsidiaries on a consolidated basis, the Company, Rovio or the Rovio Group, except where it is clear from the context that the term means Rovio Entertainment Corporation or a particular subsidiary or business unit only , aims to raise gross proceeds of approximately EUR 30 million by offering new shares in the Company the New Shares for subscription the Share Issue.

The Offer Shares represent up to approximately The New Shares are being offered in deviation from the shareholders pre-emptive subscription right in order to enable the listing of the Shares on the official list of Nasdaq Helsinki Ltd Nasdaq Helsinki the Listing. Trema and Silvano are expected to grant to Danske Bank as stabilizing manager the Stabilizing Manager an over-allotment option exercisable within 30 days from the commencement of trading in the Shares on Nasdaq Helsinki which is estimated to occur between September 29, and October 28, the Stabilization Period , to purchase a maximum of5,, additional Shares the Additional Shares solely to cover over-allotments in connection with the Offering the Over-allotment Option.

The Additional Shares represent approximately 7. After the Offering, the Stabilizing Manager may, but is not obligated to, within the Stabilization Period, engage in measures that stabilize, maintain or otherwise affect the price of the Shares. The Stabilizing Manager may allocate a larger number of Shares than the total number of Offer Shares, which would create a short position.

The short position is covered if it does not exceed the number of Additional Shares. The Stabilizing Manager may close covered short selling by In connection with the Offering, the Stabilizing Manager may also bid for and purchase Shares in the market to stabilize the market price of the Shares. These measures may raise or maintain the market price of the Shares in comparison with the price levels determined independently on the market or may prevent or delay any decrease in the market price of the Shares.

However, the stabilization measures may not be conducted at a price higher than the Final Offer Price. The Stabilizing Manager has no obligation to carry out these measures, and it may stop any of these measures at any time.

Finnish time and end on September 26, at 4: Finnish time and end on September 28, at The Company s Board of Directors and the Principal Sellers jointly have the right, in the event of an oversubscription, to discontinue the Institutional Offering and the Public Offering by joint decision at the earliest on September 25, at 4: The Institutional Offering and the Public Offering may or may not be discontinued independently of each other.

A stock exchange release regarding any discontinuation would be published without delay. Any possible extension of the subscription period would be communicated through a stock exchange release, which would indicate the new end date of the subscription period. The subscription period of the Institutional Offering and the Public Offering will in any case end on October 6, at 4: Finnish time at the latest.

The Company s Board of Directors and the Principal Sellers may or may not extend the subscription period of the Institutional Offering or the Public Offering independently of each other. The stock exchange release concerning the extension of the subscription period must be released at the latest on the above mentioned estimated end dates of the subscription periods of the Institutional Offering and the Public Offering.

The Preliminary Price Range can be changed during the subscription period, which would be communicated through a stock exchange release. If the Preliminary Price Range increases or decreases, the Finnish language prospectus published by the Company in connection with the Offering the Finnish Prospectus would be supplemented and the supplement would be published through a stock exchange release.

The subscription commitments of the Cornerstone Investors are conditional. The Final Offer Price will be determined in negotiations between the Company, the Principal Sellers and the Managers based on the purchase offers of institutional investors in the Institutional Offering a Purchase Offer after the offer period for the Institutional Offering has ended i.

The Final Offer Price will be communicated through a stock exchange release and will be available on the Company s website at immediately after the Pricing and in the subscription places of the Public Offering no later than the banking day following the Pricing i.

A commitment to subscribe for or purchase Offer Shares in the Public Offering a Commitment cannot be amended. The Principal Sellers may cancel the Share Sale and the Company s Board of Directors may cancel the Share Issue at any time before the decision to complete them is made on the grounds of, for example, the market conditions, the Company s financial position or a material change in the Company s business. The personnel of Rovio at the beginning of the subscription period of the Offering on September 18, may be given preference in the allocation of the Offer Shares in the Public Offering.

Each investor may only provide one Commitment in the Public Offering. The Company and the Principal Sellers will decide on the procedures in the event of a potential oversubscription. The Commitments can be accepted or rejected partially or wholly. For subscribers in Finland, the Company and the Principal Sellers aim to approve Commitments for up to Offer Shares, and for Commitments exceeding this amount, to allocate the Offer Shares in proportion to the amount of For subscribers in Sweden and Denmark, the allocation of the Offer Shares is at the discretion of the Company and the Principal Sellers.

An investor whose Purchase Offer is for at least 20, Offer Shares may participate in the Institutional Offering through private placements. The Cornerstone Investors have allocation priority in the Offering. Purchase Offers can be accepted or rejected partially or wholly. The Managers and their affiliates have engaged in transactions with and performed various investment banking, commercial banking and other services for the Company, the Principal Sellers and their respective subsidiaries and affiliates in the past and may do so from time to time in the future and may be paid fees in connection with such services from time to time.

However, all services provided by the Managers, including in connection with the Offering, have been provided as an independent contractor and not as a fiduciary to the Company or the Principal Sellers. The Leadership Team of Rovio and certain other key employees have interests in the Offering due to the share based compensation plan.

The Company is not aware of any other interest that is material to the Offering. The Company lock-up does not apply to remuneration or incentive programs described in this Offering Circular, and the Other Sellers lock-ups are subject to certain exceptions.

The Leadership Team of the Company is expected to enter into lock-up undertakings with similar terms to that of the Company and the Sellers with certain exceptions that will end on the date that falls days from the Listing.

In aggregate, the terms of the Sellers lock-up agreements apply to approximately If the existing shareholders of the Company do not subscribe for or purchase any Offer Shares in the Offering, the total ownership of the existing shareholders would, based on the assumptions above, be diluted by approximately 3. There are no expenses charged to the investors by the Company in connection with the Offering.

Avsnitt A Introduktion och varningar A. Avsnitt B Emittent B. Revisorns rapport avseende resultatprognos infogas i detta Prospekt som Bilaga C. Avsnitt D Risker D. Riskfaktorer som avser Bolaget som emittent och dess verksamhet listas nedan. Om Rovios licenstagare inte uppfyller sina skyldigheter t. Risker relaterade till Aktierna och Noteringen Marknadspriset och likviditeten kan fluktuera betydligt. Villkoren i Placeringsavtalet kan leda till att Erbjudandet avbryts.

Avsnitt E Erbjudande E. Vidare skulle Erbjudandet gynna Rovio operativt t. Securities Act Erbjudande till institutionella investerare. Ankarinvesterarna har prioriterad tilldelning i Erbjudandet. Disse elementer er nummereret i afsnit A-E A.

Afsnit A Indledning og advarsler A. Afsnit B Udsteder B. Rovios domicil er beliggende i Espoo, Finland. Rovio er et aktieselskab, der er stiftet i Finland og driver virksomhed i henhold til finsk ret. Angry Birds-spillene har en stor brugerbase. Consumer Products og Content Licensing. Forbrugerprodukter under Angry Birds-brandet blev solgt i ca. Det er indhold som f. Segmentoplysningerne i dette Prospekt er ureviderede.

I koncernregnskabsoplysningerne for 1. Minoritetsinteresser 0 0 39 39 Moderselskabets andel af resultat Valutakursdifferencer ved omregning af udenlandske aktiviteter 31 9 8 - - Periodens totalindkomst i alt efter skat De reklassificerede tal er ureviderede. Stigning i tilgodehavender fra salg og andre tilgodehavender samt forudbetalinger I de ureviderede koncernregnskabsoplysninger for 1. Der er ikke foretaget reklassifikation mellem regnskabsposterne.

IFRS januar juni 1. Dette afsnit Resultatforventninger eller prognoser indeholder fremadrettede udsagn. Faktorer, som ligger uden for Selskabets kontrol, omfatter den generelle udvikling i branchen og konkurrencen. Valutaen, der anvendes i Udbuddet, er euro. Alle Aktier er fuldt indbetalt. De rettigheder, der er knyttet til Aktierne, omfatter bl. Afsnit D - Risici D. Apple og Google, samt af disse platformes fortsatte funktionalitet og popularitet.

Hvis Rovios licenstagere ikke opfylder deres forpligtelser bl. Programmeringsfejl eller -mangler i Rovios spil kan skade brandet eller mindske markedets accept af Rovios spil. Rovio kan blive udsat for en sikkerhedsbrist. Risici forbundet med Aktierne og Udbuddet Aktiernes markedskurs og likviditet kan svinge betydeligt. Afsnit E Udbud E.

Selskabet vil udstede i alt stk. Udbudt Aktie som defineret nedenfor den Endelige Udbudskurs. Selskabet vil udstede stk. Herudover vil Trema International Holdings B. Trema udbyder maksimalt stk.

Securities Act , i henhold til undtagelser fra registreringskravene i U. Securities Act det Institutionelle Udbud. Swedbank Robur Fonder AB, stk. Udbudte Aktier, tildeling af mindst stk. Rovios medarbejdere kan ved starten af Udbuddets tegningsperiode den Tilsagnene kan accepteres eller afvises helt eller delvist.

Udbudte Aktier og at tildele Udbudte Aktier for Tilsagn, der overstiger dette antal, i forhold til de Tilsagn, der ikke opfyldes. Udbudte Aktier, kan deltage i det Institutionelle Udbud gennem privatplaceringer. Cornerstoneinvestorerne har tildelingsprioritet i Udbuddet. Each of the risks presented could have a material adverse effect on Rovio s business, financial condition and operating results, and they may individually or together result in Rovio failing to achieve its operating and financial targets.

Should these risks lead to a decline in the market price of the Shares, investors who have invested in the Shares could lose part or all of their investment. In addition to the risks described in this Offering Circular, risks and uncertainties currently unknown or deemed immaterial could also have a material adverse effect on Rovio s business, financial condition and operating results as well as on the value of an investment in Rovio.

Also such risks and uncertainties could lead to a decline in the market price of the Shares and thus investors who have invested in the Shares could lose part or all of their investment.

Certain other factors related to Rovio s business that should be considered before making an investment are described in, among other sections, Operating and Financial Review and Prospects and Rovio s Business.

The order in which the risk factors are presented in this Offering Circular does not reflect the probability of their realization or their potential impact on Rovio. The Games business unit accounted for 79 percent of the Company s revenue for the twelve months ended June 30, Accordingly, Rovio is dependent on its ability to develop and launch high-quality games that become and remain popular.

As technology develops rapidly in Rovio s markets, Rovio s future success is dependent on its ability to recognize the adoption rates of new and emerging technologies and correctly distinguish between technological turning points and transient or temporary fads.

Rovio must continually anticipate and adapt its games and other products, marketing models, distribution channels and business models to emerging technologies and distribution platforms in order to generate revenue, attract users and stay competitive.

For example, from , the Company transformed its operations in response to an industry change from the pay-to-download model to the free-to-play model. To implement this transformation, the Company had to make significant changes to its operating model and game development processes.

This led to a complete renewal of Rovio s game portfolio and also entailed changes in personnel. Developing and marketing new games and other products and implementing new marketing models and new distribution channels often require substantial financial investment, resources and management attention. This was the case also with the aforementioned change to the free-to-play model.

If Rovio s new games and other products do not achieve commercial success, whether because of competition or otherwise, Rovio may not recover its investment or the opportunity cost of diverting management time and resources away from other products or technologies.

Furthermore, forecasting the revenues and profitability of new games and other products, marketing models, distribution channels and business models is inherently uncertain: Accordingly Rovio s failure to develop or adjust to changes in technologies, platforms, devices and operating models or to develop new games and other products may adversely affect its business, financial condition and operating results.

The entertainment market is competitive and Rovio also competes with other forms of leisure activities, and a failure to successfully compete within the market could have a material adverse effect on Rovio s business, financial condition and operating results. Rovio is dependent on its ability to successfully compete against a large and growing number of industry participants. Rovio faces competition from a number of companies that develop games on a variety of platforms, including mobile games.

Rovio could face increased competition if large companies with significant online presence chose to expand their presence in or enter the games space. Rovio s competitors also may adapt to an emerging technology or business model more quickly or effectively, developing products and games or business models that are technologically superior to Rovio s, more appealing to consumers, or both.

The potential new Rovio also faces competition from a vast number of small companies and individuals who may be successful in creating and launching games and other content for these devices and platforms using relatively limited resources and with relatively limited start-up time or expertise. New game developers enter the mobile gaming market continuously, some of which experience significant success in a short period of time.

A significant number of new titles are introduced on the online marketplaces each day. Increased competition and success of other brands, genres, business models and games could result in, among other things, a loss of users or fans, or negatively impact Rovio s ability to acquire new users cost-effectively, which could have a material adverse effect on Rovio s business, financial condition and operating results.

Rovio s product offering also faces competition for the leisure time, attention and discretionary time of the users. Other similar forms of leisure time activities, such as offline, traditional online, personal computer and console games, television, movies, and the Internet, are more notable and more well-established options for consumers in general. In addition, competition for the attention of users on their mobile devices is intense, as the number of apps on mobile devices is increasing dramatically.

If the users do not find the games to be compelling or if other leisure time activities are perceived by the users to offer greater affordability, variety, interactivity, positive challenges and overall enjoyment, this could have a material adverse effect on Rovio s business, financial condition and operating results. Under the periods of review in this Offering Circular, the Angry Birds titled games generated the majority of the Games business unit s revenue and Angry Birds branded products generated substantially all of the Brand Licensing business unit s revenue.

Accordingly, Rovio believes that developing and maintaining widespread awareness of and affinity for the Angry Birds brand and its other potential brands, in a cost-effective manner is critical for the continued success of the Angry Birds branded games, to attracting new users and to achieving widespread acceptance of content and consumer products bearing the Angry Birds brand.

Rovio believes that developing and maintaining the wide awareness and affinity of the Angry Birds brand as well as its other potential brands, in a cost-efficient way is essential to the continuous success of the Angry Birds brand-based products and to the achievement of wide affinity.

Rovio s promotion activities may not generate consumer awareness and affinity or increase revenues, and even if they do, any increase in revenues may not necessarily increase the possible awareness and popularity of possible brands amongst consumers or increase revenue and offset the expenses incurred in building Rovio s potential brands.

If Rovio fails to successfully promote and maintain its brand awareness and affinity, or incurs substantial expenses in doing so, Rovio may fail to attract or retain customers necessary to realize a sufficient return on its brand-building efforts that is important for its business. The market acceptance of the Angry Birds brand is also crucial for the success of activity parks, which require significant long-term investments from the park operator licensees.

Should Angry Birds brand in the future lose its attractiveness, the activity parks carrying the brand could, in turn, lose customers, which could cause the licensee s business to become unprofitable. This could cause Rovio to receive less royalties and further adversely affect the attractiveness and market acceptance of the Angry Birds brand. Although Rovio s games include various genres and have a diverse audience of different demographics, any events that materially damage the awareness or reputation of or the consumer affinity for the Angry Birds, or Rovio s other brands, could have a material adverse effect on Rovio s business, financial condition and results of operations.

For example, if Rovio were to experience adverse publicity for its games, consumer products manufactured by its licensees or content for any reason, including due to poor quality of products, errors and flaws, outages, security breaches, violations of laws or the release of new games that fail to meet market expectations.

This could weaken the positive image of Rovio s games and brands and reduce the general willingness of people to invest time and money in these games.

Any adverse effect on the awareness of and affinity for Rovio s games and brands, especially Angry Birds, may also increase games user acquisition costs. Respectively, high brand awareness and affinity may reduce games user acquisition costs. In relation to licensed products, Rovio has quality control measures in place; however, it is not able to fully control its licensing partners and their production and operating models.

For example, any product safety issues in licensed products including activity parks could have a negative impact on the popularity of and affinity for the relevant Rovio brand. The life cycle of a brand is much longer than the life cycle of products, but also brands like Angry Birds may be adversely affected by changes in consumer preferences. Accordingly, a decline in the awareness or popularity of or affinity for the Angry Birds brand, Rovio s licensees products, any future products bearing Rovio s brands could have a material adverse effect on Rovio s business, financial condition and operating results.

Rovio s top five games in terms of gross bookings accounted for 82 percent of the Games business unit s total revenue for the twelve months ended June 30, Given the short-term and often unpredictable nature of the popularity of any mobile game, revenue from Rovio s other games, including new games, may not be sufficient to offset any decline in the revenue of Rovio s most popular games.

It is also possible that Rovio s new games or game updates could cause users to reduce their playing time and their spending habits within Rovio s existing games, and their engagement with and spend within new games may not necessarily offset these reductions.

The profitability of free-to-play mobile games typically relies on a small amount of users who spend moderate or large amounts of money in the games to receive special advantages, while the vast majority of users play for free or only occasionally spend money on in-app purchases. Because each user does not generate an equal amount of revenue, it is especially important for Rovio to retain the small percentage of paying users and to maintain their spending level.

The Company is targeting its games to smaller groups of users with higher potential to become paying users, and hence the monetization of Rovio s games has improved despite the overall trend in active users decreasing in the periods under review.

However, there can be no assurances that Rovio will be able to continue to retain paying users or that paying users will maintain their spending. If the decline in active users continues, it is possible that Rovio could lose more paying users than it gains in the future, which could cause a decrease in the monetization of its games. The monetization model of free-to-play games is discussed in further detail under Rovio s Business Business Units Games Monetization.

Rovio has in recent years significantly increased its investments in user acquisition. Investments in user acquisition typically have a positive effect on the number of users.

Despite this, there can be no assurances that Rovio will continue to be able to implement its increased user acquisition investments effectively in the future. Failure to do so could lead to failure to attract users who make in-app purchases, which would result in lower profitability of Rovio s new games, or game updates could cause users to reduce their playing time and result on their spending habits within Rovio s existing games, and their engagement with and spend within new games may not necessarily offset these reductions.

If Rovio s new games do not increase the size of Rovio s user base network or revenue sufficiently to offset any declines in revenues from the other games, Rovio s revenue and profitability could be materially and adversely affected. Rovio believes that the key factors in retaining paying users include Rovio s ability to enhance existing games and game experience in ways which are specifically appealing to paying users without adversely affecting the gameplay experience for non-paying users and successfully develop new games and achieve commercial success.

These abilities are subject to various uncertainties, including but not limited to: Rovio s ability to continually anticipate and respond to changes in the gaming industry, particularly in the mobile and social platforms; Rovio s ability to compete successfully against a large and growing number of industry participants; Rovio s ability to develop and launch new games, based on existing brand or IPs or new brands and IPs, that drive engagement and monetization on time and on budget; If Rovio is unable to attract and retain users, especially paying users, it could have a material adverse effect on Rovio s business, financial condition and operating results.

Rovio s games are available to users for free, and Rovio generates revenue from the games when users make inapp purchases while playing a game as well as from in-app advertising. The Games business unit derived 83 percent of its revenue from in-app purchases, 14 percent from in-app advertising and 3 percent from custom contracts with publishing partners during the twelve months ended June 30, Paying users usually spend money in Rovio s games because of the perceived value of the virtual goods that Rovio offers for purchase.

This value is dependent on the relative ease of securing an equivalent good via non-paid means within the game. The perceived value of these virtual goods can be impacted by various actions that Rovio takes in the games, such as offering discounts for virtual goods, giving away virtual goods in promotions or providing easier non-paid means to secure these virtual goods.

Unrelated third parties have developed, and may continue to develop, cheats or guides that enable users to advance in Rovio s games or other types of malfunction, which could reduce the demand for in-app virtual goods.

If Rovio fails to manage its game economies properly, users may be less likely to spend money in the games, which could have a material adverse effect on Rovio s business, financial condition and operating results.

A portion of Rovio s revenue from its games comes from the sale of in-app advertisements. If Rovio is unable to attract and maintain a sufficient user base or otherwise fails to offer attractive in-app advertising models, advertisers may not be interested in purchasing in-app advertisements in Rovio s games, which could adversely affect Rovio s revenue from in-app advertising. If Rovio s advertising inventory is sold out and the demand exceeds the supply, this limits Rovio s ability to generate further revenue from in-app advertising, in particular during peak hours and in key geographies.

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That helps you naturally slim down without exercise. Learn Spanish in just 5 minutes a day. With high interest rates, such loans might not appear to be the most appealing loan option. If you need to make an immediate payment, this is the most effective way to help you clear your debts.

Furthermore, as they are licensed with such tasks, it is easier for customers to trust them with the responsibility of dealing in monetary requirements. And with fax less loan approval offered, it means that many of the bureaucratic processes in loan applications are avoided.

A likely choice to escape this dreaded vicious circle would be to keep your expenses in control and save for a rainy day to meet all your unexpected expenses.

Then you definitely have to wait around and wait around for the loan to be accepted. The whole process is fast and helps you in getting quick funds to meet your requirement on time. Pieces of mail addressed to you and a utility bill.

Look into various lending sources such as banks and mortgage brokers. Should the unthinkable happen and you need cash quickly to tide you over, where would you turn for help. To avail this aid it is not necessary to hold any sort of debt card in your name.

Poor credit credit cards typically make borrowing expensive with extortionate rates; this is due to the fact the customer's credit history shows they have been late for repayments in the past, and may have even been declared bankrupt. Door to door loans are quite convenient and simple way to avail desired funds during financial needs. If satisfied, the lender will transfer the requested loan amount into your bank account within 24 hours.

If you are thinking that it is normal payday loans then you are half true. For additional information on this and other automobile dealership subject matters, go to:. This is not a "big deal" at these companies and all they really require is that you are working, have a bank account and are at least 18 years old. The first thing you need in order to make money from your Facebook traffic is a website, a product to sell or something that will make you money.

A tenant or people living with friends or family are equally eligible. Such immediate cash supports work for the instant situation when you find it hard to cope with fiscal problems that come to you by every now and then. Typically, those providers that operate on the internet allow a very simple online application process where you need to enter some person details about yourself.

Lets face it, this is not a new idea but honestly the way things were done for hundreds if not thousands of years ago. As these loans are unsecured loans the borrower must be able to convey that he is able to repaying his terms in right time.

This loan also provides the opportunity to select not only the loan amount but also the repayment term. Trust me, these loans are great for such times as well as providing extra cash around the holidays.

While the rest of the world may expect you to brace yourself for the worst, you are right to be proactive in avoiding the crises that occur. To be original, abstract paintings must depict objects that have been "disconnected" from scenes, city' more. Branch managers may also need to discipline employees for failing to follow their branch's policies.

Of course, finding lenders that are trustworthy is important too. When all is good and everything falls into its place, these direct payday loan lenders will rescue your finances from tumbling further down. Moreover, if a borrower fails to pay his or her repayment on the due date, then the outstanding balance would be subject to late fees and other penalties. If your information goes the credit bureaus, it affects your credit. Looking forward to get rid of the problem of financial shortage as soon as possible.

Such tangible assets will include annuity and insurance policies. You will also be required to provide the lender with your checking account information, including ABA bank routing number so that your money can be deposited into your account. For a more comprehensive illustration on how interest payments for long-term loans are calculated, a related article entitled Creating a Loan Amortization Table Using Excel" features a more vivid depiction.

These are a few key things to note when it comes to fast cash loans. For instance, you may have had elongated wait times, more expensive transactions, and your bank may have not even been able to receive the funds via the wires. You can pay by cheque or you can grant the Payday Loan Company permission to debit the money from your designated bank account.

With the help of the cash you can get rid of the problems like paying for grocery bills, library bills, medical expenses, phone bills and soon. Other than, a systematic online research in financial market can succor you to derive the best financial deal at the cost-effective interest rate.

It will be possible to apply for the cash any time you need it the almost all, no matter which the day time. You can avail a payday loan or a fast cash loan in two different ways. This is what you need to understand because most people that want to earn cash online think you have to go all out in one thing when that is not the case.

Selling your used laptop this way will take a little more effort on your part. The reason this works is because the sites you will be submitting them to are already getting lots of traffic which makes them perfect for your articles with links to your sites. Yes, of course if you had a little money to spend it would make things a little easier but money is not required to start.

To make matters worse, one time everything was in order and finally the application was processed and approved, it would take weeks to get the money you worked so hard to finish up in your bank account. Payday loans aren't inherently bad, but every step should be taken to make sure that you don't end up owing too much money and not be able to pay it back. They assist customers with issues, monitor and discipline employees, hire and fire employees, and work with local interest groups.

It has developed a device which helps people to solve their fiscal problems within a few minutes. Also, the fact that the loan is cleared in one payment means that very little money is left to cover the usual monthly bills and obligations. They come in all shapes and sizes and will loan you the money you want for a certain period of time before you need to pay it back.

The wonderful financial scheme no teletrack loans are available in the market for your assistance. It is always advised to the borrower to check the details about these deals before you avail any funds. Pay a visit to local payday loan store or find them online. They are short term loans given to those with a consistent income to take care of their financial situation. You will do better doing this than you will trying to make money on the internet through one of those get rich fast schemes.

The interest on payday loans can accumulate very quickly if not paid off, which can leave borrowers in a worse situation then they started with before the loan.

Such interest payment from next paycheque may be burdensome for some salaried people. They are only making the owner rich and the people who are buying are not getting any richer. If you suddenly find out that you are going to need some quick cash and you don. Just know that in order to be successful you will need to do everything you can to make as much money as you can while remaining happy about what you are doing.

You can't seem to figure out why your principal balance was hardly reduced by all the mortgage loan payments you've made.

You can choose a website which associates with multiple lenders. According to me, fast cash loans are the best options available with you. You have to fill the online application form by giving few of you personal details as required by the borrower.

Borrowers can choose their preferred offers from the convenience of their home. However, you don't have to be living in a dorm to benefit. It was obvious that in such a situation Barry needed immediate cash. Payday loans perform best when you need to cover a lot of unpredictable costs throughout a pay period and additional cash is required to carry your budget to the following pay day. Not being able to pay for unexpected bills, or to fix the car, or for sudden medical expenses, can result in loss of work or income, increased costs, pain, inconvenience and more.

Mobile Laundry mat - Something that a lot of people have to do is take their clothes to a laundry mat simply because there is not washer or dryer in their apartment and if you have people like this in your area then you can take advantage of it. Hosting a home jewelry party or attending one is truly a fun way for anyone to make some quick extra cash. There are scores of companies out there that do this sort of thing.

To ensure the best chance of your proposal attracting the lowest interest rate for its band, make your proposal full and convincing.

If you are not interested in making yourself an object of gossip, it is best to stay away from this option. Meet all your passing monthly needs such as pay your household and utility bills, get small house modifications done, send your car for a repair, meet educational expenses of your kid and so on. With a direct lender you get only one set of rules and criteria, so provided you choose one that does everything online, there should be no phone or faxing required.

Unsubsidized student loans do not need qualification on a desires basis. Take a thorough look t your credit cards statement for at least a year following the fraud to make sure no unrecognizable charges are made. The requirements for most payday loan lenders are much smaller than other kinds of more conventional lenders, and you can still get approved for these types of loans even if you have bad credit.

Ways to draw in serious and permanent visitors on your attractive website. Whether it is an individual or a firm, both require cash immediately so that it can meet its sudden and urgent financial problems well in time. It will aware them of various available alternatives to seek financial relief. You can cancel via any number of means and these vary largely by Payday Advance Companies. As the US experienced the credit crunch, banks held on tight to their assets. For example, perhaps it is around two weeks until you are paid again and your car breaks down on the freeway.

The survey lists top ten improvements that can be done to increase your home. This can take a few minutes, a few hours of even a day. People like good items for less and if you can provide this then you will be ahead of everyone else. When you have the names of payday lenders and when you can compare the performance, terms and conditions and track record of each lender, you will automatically find the best online payday lender.

Emergency always pop up without giving any prior intimation. Now how does that happen you ask if you are collecting payments over a long period of time. However, payday loan companies are required by law to reveal the effective annual percentage rate. You need a training course that you can count on all the time.

Cash advance payday loans provide instant cash advance before your next payday, enabling you to tackle urgent requirements within due time.

Of course, not all providers may be able to move quite so quickly and if you do need speed, making sure that your potential provider can provide that level of service may be important. Even if you need money collateral-free at such a time, there is no need to give in to the situation and be suppressed. After all, they know for a fact that credit companies usually shy away from extending financial assistance to people with poor credit.

Click the submit button as soon as you fill up the online form. Faxing in documentation to a financial loan company is not always convenient.

Home loans have gained heaps of preference among people who plan to purchase property, construct or renovate a house. This is a high in demand service that marketers want. To get the instant cash assistance with affordable price, cash loans are the best loan approach.

It makes sense to sell to someone who can guarantee a quick home sale. Collections department is a bad place to be for any debt and it certainly is not a positive for your credit score. That means you need to look for the lowest possible interest rate before agreeing to one of these programs. It is a economic assistance designed for people in between the paydays to meet up with any specific economic urgent.

Since there is also no credit check involved they also do not require a co-signer. VA Home finance mortgage loan Financial institution financial loan. Waiting a few minutes may interpret into waiting an extra day or until Monday for the money. It can be confirmed quickly and in many cases the money can be available the same day.

Some of them work entirely online and also mention the convenience of applying for a loan at home, without the need to wait in lines and submit tons of paperwork. Brendan Steele, who tied for fifth place last year, is 32 years old and he lives in California. You can apply for this advance at any of the payday loan stores in the US, or fill in the application form for an online cash advance. Better yet, sleep on the offer and look at your budget closer'the deal will still be there the next day.

Documentation required is only your ID applicants are required to be above 18 years old , bank statements and proof of employment. There are times when unwarranted emergency situations hang around our neck and we do not enough money to support our needs. It is a transaction entered into between two entities, a borrower and a lender, wherein the borrower is the one who applies and upon approval gets a certain amount of cash. The rule was proposed by, and named for, businessman Warren Buffett.

Locate other fine high quality news letters in a comparable subject for your very own which has a superior-sized checklist of members and setup and post transaction. Even the information provided by you while applying for the loan is kept confidential.

These experts must have an Australian Financial Services Fund license to their name. Well, take my advice and get rid of those thoughts right now. There are many ways to gauge the various payday loan lending companies online. California has had to adopt reforms in every area of government to contain costs. It was like trying to play connect the dots with all the other supposed systems. Loan applications for different types of home loans have to be sorted first.

You can host an impromptu garage sale, take everything to the pawn shop, or bring things to specific stores that buy what you're selling. If you are approved for the fast cash loan, then the money could be in your bank account within 2 hours, or the next day, depending on whether your bank can accept instant transfers.

All deals have their own set of advantages and disadvantages. This is a huge advantage to many people who may live in the country and rely on their vehicle on a daily basis. As an example of loan limits, in England, you can get a maintenance loan from the government of up to.

First off you should check to see if you have anything to sell or if you have any assets or investments that you could get rid of. Some parents who have had it made feel their children should also be the same.

Essentially, the branch manager is the last stop for customer complaints and services, allowing customers to fix issues that personal bankers are not allowed to fix or refuse to fix, while providing lending overrides and denials in certain cases.

When it is time to pay, choose from many different methods that are all simple and hassle free. The amount asked by you is transferred to your checking account. About seventy percent of the total population of America is facing a real-time financial crisis. In the same breath, you have to be aware that you can get into bigger financial trouble if you mishandle or abuse these quick loan facilities. G Flashlight27 Dec Visit our website at to see more videos get more information and buy the product.

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The significant expected growth in revenue is especially due to the development of the Games business unit s live games and the development of new games launched in May, June and August as well as significant increases in user acquisition investments compared to the previous year.

The expected growth in revenues is also driven by revenue from The Angry Birds Movie. The revenue profile of the movie is declining, which is typical for animated movies, and thus revenue from the movie is expected to be lower for the second half of as compared to the first half.

The Company can influence its revenue and profit through continuously developing its existing games and bringing new events into the games in order to increase user activity as well as investing in user acquisition. Factors outside the influence of the Company include general developments in the industry and changes in the competitive landscape. The Company considers growth over 10 percent as significant.

The Company s user acquisition investments can vary significantly on a quarterly level depending on new game releases and on the performance of existing games.

This can lead to significant changes and variability in the Company s quarterly profitability. Not applicable; the audit reports do not include any qualifications. Not applicable; in the opinion of the Company s management, the Company s working capital is sufficient for the Company s present needs for the next twelve months following the date of this Offering Circular. Section C Securities C. The currency of the Offering is euro.

At the date of this Offering Circular, the number of Shares issued by the Company is 75,, All of the Shares are fully paid. The Shares have no nominal value. The New Shares will entitle their holders to full shareholder rights in the Company after the New Shares have been registered in the Finnish Trade Register maintained by the Finnish Patent and Registration Office the Finnish Trade Register and in the Company s shareholder register on or about September 29, and will also entitle their holders to full dividend and other distribution of funds declared by the Company, if any, in a similar manner as the existing Shares.

The Company s Extraordinary General Meeting of Shareholders has on September 8, decided to remove the redemption clause from the Articles of Association. The removal of this clause will be notified to the Finnish Trade Register in connection with the registration notification of the New Shares issued in the Offering on the basis of the authorization given to Rovio s Board of Directors in the same Extraordinary General Meeting of Shareholders, or immediately before it.

If the New Shares issued on the basis of the share issue authorization are registered in more than one batch, the removal of the redemption clause will be notified for registration in connection with the first registration notification regarding such New Shares, or immediately before it. The selling restriction agreements related to the Shares have been described in the Element E. The Company will submit a listing application to Nasdaq Helsinki for the listing of the Shares on the official list maintained by Nasdaq Helsinki.

Rovio s intention is to distribute approximately 30 percent of annual net results excluding items affecting comparability as dividend and equity returns to Rovio s shareholders and taking other factors such as Rovio s financial position, cash flow and growth opportunities into consideration. There can be no assurances that dividends or equity returns will be paid in the future, nor are there any assurances as to the amount of dividends or equity returns to be paid for a particular year.

Section D Risks D. Risk factors relating to the Company as an issuer and to its business are listed below. This listing is not exhaustive and additional risks and uncertainties not presently known to the Company, or that the Company currently believes are immaterial, could also have a material adverse effect on the Company s business, results of operations and financial condition or an investment in the Company. The entertainment market is competitive and Rovio also competes with other forms of leisure activities, and a failure to successfully compete If Rovio fails to maintain the awareness of and consumer affinity for the Angry Birds brand and its games, it could have a material adverse effect on Rovio.

Most of Rovio s game revenue is based on a limited number of games and a small percentage of paying users. Rovio may be unable to generate sufficient revenue from new games to offset any declines in revenues from its current games, or the success of Rovio s new games or other products may come at the expense of its existing games and other products, or it may be unable to attract new paying or retain existing paying users and maintain their spending levels.

Rovio s free-to-play business model depends on users making in-app purchases, and the value of virtual goods sold in Rovio s games is highly dependent on how Rovio manages the game revenue and pricing models. Rovio s ability to successfully attract in-app advertisers depends on its ability to design an advertising model that improves engagement along with retaining users at the same time.

Rovio relies on maintaining its relationships with key distribution platform providers, such as Apple and Google, as well as the platforms continued functionality and popularity. Rovio partly relies on licensing partners for the success of its Brand Licensing business unit. Failure of Rovio s licensees to satisfy their obligations e.

Rovio relies on the continued function of its IT and communications systems, some of which are provided by a small number of third-party Internet, data center and cloud service providers, and any material failure or significant interruption in IT and communications systems could impact Rovio s operations.

Rovio s systems and operations are vulnerable to damage or interruption from natural disasters, power losses, telecommunications failures, cyberattacks, terrorist attacks, acts of war, human errors, break-ins and similar events. Rovio will need to continue to maintain, develop and enhance the cloudbased services, its network environment and systems to accommodate the continuity and growth of the business and prevent infrastructure failures or interruptions.

Rovio currently offers its games and Rovio s licensing partners offer Angry Birds products in multiple jurisdictions, and they are subject to economic, regulatory and political conditions in the jurisdictions where they operate; Rovio s geographic expansion may expose Rovio to risks that Rovio uses open source software in connection with certain of its games, which may if not used in accordance with Rovio s open source software guidelines and policies subject Rovio s software code to general release or require Rovio to re-engineer such code.

Programming errors or flaws in Rovio s games could harm its brand or decrease the market acceptance of its games. The failure of the upcoming sequel to The Angry Birds Movie to reach substantial audiences could adversely affect the value of the Angry Birds brand.

Rovio relies on its employees and retaining key personnel. Rovio could suffer a security breach. Changes in regulation governing Rovio s operations, especially laws and regulations concerning data privacy and data security, are continually evolving; Rovio s, or Rovio s platform providers or partners, actual or perceived failure to comply with these laws and regulations could adversely affect Rovio.

Changes in tax laws, changes in the application of existing tax laws, which are subject to interpretation, or challenges by tax authorities regarding Rovio s methodologies or Rovio s analysis of Rovio s tax rates, could result in an increase to Rovio s effective tax rate and cause Rovio to change the way it operates its business.

It may be possible for third parties to improperly use Rovio s intellectual property or claim that Rovio infringes third-party intellectual property rights, which could have a material adverse effect on Rovio s business, financial condition and operating results.

Rovio may not be able to implement its business strategy as expected. Rovio s actual operating results and financial condition may differ materially from the financial targets and future prospects presented in this Offering Circular. Exchange rate fluctuations may affect Rovio s financial condition and results of operations.

Rovio s use of partners in its business operations could also expose Rovio to risks regarding quality issues and other IP related risks as well as problems in legal compliance on game development. Business acquisitions and integrating acquired operations may involve uncertainties and hidden obligations and could divert Rovio s management s attention and otherwise disrupt Rovio s operations and have a material adverse effect on Rovio s business, financial condition and operating results.

Internal control and risk management processes involve risks that could have a material adverse effect on Rovio s business, financial condition and operating results. Counterparty risk, if it materializes, may have a material adverse effect on Rovio s business, financial condition and operating results.

Rovio s insurance coverage may not cover all risks related to Rovio s business. Risks Related to the Shares and the Listing The market price and liquidity of the Shares may fluctuate significantly. There can be no assurances of distribution of dividends or capital repayment to the shareholders in the future. The Listing will result in additional costs for Rovio. The terms and conditions of the Underwriting Agreement may lead to the cancellation of the Offering.

The interests of Rovio s largest shareholder may not be aligned with the interests of other shareholders. A significant shareholder may sell a significant part of its shareholding, which may have a negative effect on the market price of the Shares and result in other adverse effects for Rovio. Commitments cannot be cancelled. The Listing may not necessarily succeed as expected, or occur at all. Shareholders in the United States and certain other jurisdictions may not be able to exercise their subscription rights.

Not all rights available to shareholders under United States law will be available to holders of the Shares. Investors with a different reference currency than the euro are exposed to certain foreign exchange risks when investing in the Shares. The Listing would also allow Rovio to obtain access to capital markets and broaden its ownership base both with domestic and foreign investors, which would increase the liquidity of the Shares.

Furthermore, the Offering would benefit Rovio operationally e. The Listing and increased liquidity would also enable Rovio to use the Shares more effectively as a means of consideration in potential acquisitions and remuneration of personnel.

Use of Proceeds The gross proceeds that the Sellers will receive from the Offering will amount to approximately EUR million calculated by using the mid-point of the Preliminary Price Range assuming that the Sellers will sell the maximum amount of Shares and that the Over-Allotment Option will not be exercised.

The fees to be paid by the Sellers in connection with the Offering are expected to amount to approximately EUR 8. The Company will issue a total of 2,, New Shares assuming that the subscription price will be at the mid-point of the Preliminary Price Range. Rovio estimates that the fees and expenses payable by it in relation to the Offering will amount to approximately EUR 3. Rovio will not receive any proceeds from the sale of the Sale Shares and the Additional Shares, if any, by the Sellers in the Offering.

Rovio and the Sellers will pay the Managers the combined selling and arrangement fees according to the Underwriting Agreement. The proceeds from the Share Issue are intended to be used for supporting Rovio s growth strategy such as user acquisition, growth of the top games and financing possible future consolidation projects. Similarly the terms subscriber, offer period, subscription place, offer price, purchase offer and commitment or other similar terms refer to both the Share Issue as defined below and Share Sale as defined below.

Rovio Entertainment Corporation, a public limited liability company incorporated in Finland together with its subsidiaries on a consolidated basis, the Company, Rovio or the Rovio Group, except where it is clear from the context that the term means Rovio Entertainment Corporation or a particular subsidiary or business unit only , aims to raise gross proceeds of approximately EUR 30 million by offering new shares in the Company the New Shares for subscription the Share Issue.

The Offer Shares represent up to approximately The New Shares are being offered in deviation from the shareholders pre-emptive subscription right in order to enable the listing of the Shares on the official list of Nasdaq Helsinki Ltd Nasdaq Helsinki the Listing.

Trema and Silvano are expected to grant to Danske Bank as stabilizing manager the Stabilizing Manager an over-allotment option exercisable within 30 days from the commencement of trading in the Shares on Nasdaq Helsinki which is estimated to occur between September 29, and October 28, the Stabilization Period , to purchase a maximum of5,, additional Shares the Additional Shares solely to cover over-allotments in connection with the Offering the Over-allotment Option.

The Additional Shares represent approximately 7. After the Offering, the Stabilizing Manager may, but is not obligated to, within the Stabilization Period, engage in measures that stabilize, maintain or otherwise affect the price of the Shares. The Stabilizing Manager may allocate a larger number of Shares than the total number of Offer Shares, which would create a short position.

The short position is covered if it does not exceed the number of Additional Shares. The Stabilizing Manager may close covered short selling by In connection with the Offering, the Stabilizing Manager may also bid for and purchase Shares in the market to stabilize the market price of the Shares. These measures may raise or maintain the market price of the Shares in comparison with the price levels determined independently on the market or may prevent or delay any decrease in the market price of the Shares.

However, the stabilization measures may not be conducted at a price higher than the Final Offer Price. The Stabilizing Manager has no obligation to carry out these measures, and it may stop any of these measures at any time.

Finnish time and end on September 26, at 4: Finnish time and end on September 28, at The Company s Board of Directors and the Principal Sellers jointly have the right, in the event of an oversubscription, to discontinue the Institutional Offering and the Public Offering by joint decision at the earliest on September 25, at 4: The Institutional Offering and the Public Offering may or may not be discontinued independently of each other.

A stock exchange release regarding any discontinuation would be published without delay. Any possible extension of the subscription period would be communicated through a stock exchange release, which would indicate the new end date of the subscription period.

The subscription period of the Institutional Offering and the Public Offering will in any case end on October 6, at 4: Finnish time at the latest. The Company s Board of Directors and the Principal Sellers may or may not extend the subscription period of the Institutional Offering or the Public Offering independently of each other.

The stock exchange release concerning the extension of the subscription period must be released at the latest on the above mentioned estimated end dates of the subscription periods of the Institutional Offering and the Public Offering. The Preliminary Price Range can be changed during the subscription period, which would be communicated through a stock exchange release. If the Preliminary Price Range increases or decreases, the Finnish language prospectus published by the Company in connection with the Offering the Finnish Prospectus would be supplemented and the supplement would be published through a stock exchange release.

The subscription commitments of the Cornerstone Investors are conditional. The Final Offer Price will be determined in negotiations between the Company, the Principal Sellers and the Managers based on the purchase offers of institutional investors in the Institutional Offering a Purchase Offer after the offer period for the Institutional Offering has ended i.

The Final Offer Price will be communicated through a stock exchange release and will be available on the Company s website at immediately after the Pricing and in the subscription places of the Public Offering no later than the banking day following the Pricing i. A commitment to subscribe for or purchase Offer Shares in the Public Offering a Commitment cannot be amended.

The Principal Sellers may cancel the Share Sale and the Company s Board of Directors may cancel the Share Issue at any time before the decision to complete them is made on the grounds of, for example, the market conditions, the Company s financial position or a material change in the Company s business. The personnel of Rovio at the beginning of the subscription period of the Offering on September 18, may be given preference in the allocation of the Offer Shares in the Public Offering.

Each investor may only provide one Commitment in the Public Offering. The Company and the Principal Sellers will decide on the procedures in the event of a potential oversubscription. The Commitments can be accepted or rejected partially or wholly. For subscribers in Finland, the Company and the Principal Sellers aim to approve Commitments for up to Offer Shares, and for Commitments exceeding this amount, to allocate the Offer Shares in proportion to the amount of For subscribers in Sweden and Denmark, the allocation of the Offer Shares is at the discretion of the Company and the Principal Sellers.

An investor whose Purchase Offer is for at least 20, Offer Shares may participate in the Institutional Offering through private placements. The Cornerstone Investors have allocation priority in the Offering. Purchase Offers can be accepted or rejected partially or wholly. The Managers and their affiliates have engaged in transactions with and performed various investment banking, commercial banking and other services for the Company, the Principal Sellers and their respective subsidiaries and affiliates in the past and may do so from time to time in the future and may be paid fees in connection with such services from time to time.

However, all services provided by the Managers, including in connection with the Offering, have been provided as an independent contractor and not as a fiduciary to the Company or the Principal Sellers.

The Leadership Team of Rovio and certain other key employees have interests in the Offering due to the share based compensation plan. The Company is not aware of any other interest that is material to the Offering. The Company lock-up does not apply to remuneration or incentive programs described in this Offering Circular, and the Other Sellers lock-ups are subject to certain exceptions. The Leadership Team of the Company is expected to enter into lock-up undertakings with similar terms to that of the Company and the Sellers with certain exceptions that will end on the date that falls days from the Listing.

In aggregate, the terms of the Sellers lock-up agreements apply to approximately If the existing shareholders of the Company do not subscribe for or purchase any Offer Shares in the Offering, the total ownership of the existing shareholders would, based on the assumptions above, be diluted by approximately 3.

There are no expenses charged to the investors by the Company in connection with the Offering. Avsnitt A Introduktion och varningar A. Avsnitt B Emittent B. Revisorns rapport avseende resultatprognos infogas i detta Prospekt som Bilaga C. Avsnitt D Risker D. Riskfaktorer som avser Bolaget som emittent och dess verksamhet listas nedan. Om Rovios licenstagare inte uppfyller sina skyldigheter t. Risker relaterade till Aktierna och Noteringen Marknadspriset och likviditeten kan fluktuera betydligt.

Villkoren i Placeringsavtalet kan leda till att Erbjudandet avbryts. Avsnitt E Erbjudande E. Vidare skulle Erbjudandet gynna Rovio operativt t. Securities Act Erbjudande till institutionella investerare. Ankarinvesterarna har prioriterad tilldelning i Erbjudandet. Disse elementer er nummereret i afsnit A-E A. Afsnit A Indledning og advarsler A. Afsnit B Udsteder B. Rovios domicil er beliggende i Espoo, Finland.

Rovio er et aktieselskab, der er stiftet i Finland og driver virksomhed i henhold til finsk ret. Angry Birds-spillene har en stor brugerbase. Consumer Products og Content Licensing. Forbrugerprodukter under Angry Birds-brandet blev solgt i ca. Det er indhold som f. Segmentoplysningerne i dette Prospekt er ureviderede. I koncernregnskabsoplysningerne for 1. Minoritetsinteresser 0 0 39 39 Moderselskabets andel af resultat Valutakursdifferencer ved omregning af udenlandske aktiviteter 31 9 8 - - Periodens totalindkomst i alt efter skat De reklassificerede tal er ureviderede.

Stigning i tilgodehavender fra salg og andre tilgodehavender samt forudbetalinger I de ureviderede koncernregnskabsoplysninger for 1. Der er ikke foretaget reklassifikation mellem regnskabsposterne. IFRS januar juni 1. Dette afsnit Resultatforventninger eller prognoser indeholder fremadrettede udsagn. Faktorer, som ligger uden for Selskabets kontrol, omfatter den generelle udvikling i branchen og konkurrencen. Valutaen, der anvendes i Udbuddet, er euro.

Alle Aktier er fuldt indbetalt. De rettigheder, der er knyttet til Aktierne, omfatter bl. Afsnit D - Risici D. Apple og Google, samt af disse platformes fortsatte funktionalitet og popularitet. Hvis Rovios licenstagere ikke opfylder deres forpligtelser bl. Programmeringsfejl eller -mangler i Rovios spil kan skade brandet eller mindske markedets accept af Rovios spil.

Rovio kan blive udsat for en sikkerhedsbrist. Risici forbundet med Aktierne og Udbuddet Aktiernes markedskurs og likviditet kan svinge betydeligt. Afsnit E Udbud E. Selskabet vil udstede i alt stk. Udbudt Aktie som defineret nedenfor den Endelige Udbudskurs. Selskabet vil udstede stk.

Herudover vil Trema International Holdings B. Trema udbyder maksimalt stk. Securities Act , i henhold til undtagelser fra registreringskravene i U. Securities Act det Institutionelle Udbud. Swedbank Robur Fonder AB, stk. Udbudte Aktier, tildeling af mindst stk.

Rovios medarbejdere kan ved starten af Udbuddets tegningsperiode den Tilsagnene kan accepteres eller afvises helt eller delvist. Udbudte Aktier og at tildele Udbudte Aktier for Tilsagn, der overstiger dette antal, i forhold til de Tilsagn, der ikke opfyldes.

Udbudte Aktier, kan deltage i det Institutionelle Udbud gennem privatplaceringer. Cornerstoneinvestorerne har tildelingsprioritet i Udbuddet. Each of the risks presented could have a material adverse effect on Rovio s business, financial condition and operating results, and they may individually or together result in Rovio failing to achieve its operating and financial targets.

Should these risks lead to a decline in the market price of the Shares, investors who have invested in the Shares could lose part or all of their investment. In addition to the risks described in this Offering Circular, risks and uncertainties currently unknown or deemed immaterial could also have a material adverse effect on Rovio s business, financial condition and operating results as well as on the value of an investment in Rovio.

Also such risks and uncertainties could lead to a decline in the market price of the Shares and thus investors who have invested in the Shares could lose part or all of their investment.

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