Revenio Group Corporation Stock Exchange Release February 24, 2015 at 15:00
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is given to the shareholders of Revenio Group Corporation of the annual
general meeting to be held on 3/19/2015, at 4 p.m. at Finlandia Hall, Veranda 4
hall, Mannerheimintie 13 e, FI-00100 Helsinki, Finland (entrances M4 and K4).
The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 2.30 p.m.
Before the meeting at 3 p.m., Olli-Pekka Salovaara, CEO of Revenio Group
Corporation and Timo Hilden, CEO of Icare Finland Oy, will give a presentation
on Revenio Group Corporation's R&D projects. After the annual general meeting is
held, the shareholders will have the opportunity to meet the managing directors
of the Revenio Group Corporation at a coffee event.
A. Matters on the agenda of the general meeting
The following matters will be considered at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to confirm the minutes and to supervise the counting
of votes
4. Recording the legal convening of the meeting and quorum
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the Report of the Board of Directors,
and the auditor's report for the year 2014
* Review by the President and CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the AGM that a per-share dividend of EUR
0.45 be paid for the financial year 2014. The dividend is paid to those
shareholders who, on the dividend record date of 3/23/2015, are entered as
shareholders on the Company's shareholder register as held by Euroclear Finland
Ltd. The Board proposes that the dividend payment date be 3/30/2015.
9. Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors and
on the grounds for compensation of travel expenses
The Board of Directors proposes that the remuneration paid to the members of the
Board of Directors to be elected at the AGM for the term until the close of the
AGM in 2016 be as follows: EUR 36,000 for the Chairman and EUR 18,000 for the
members of the Board of Directors. The Board of Directors proposes that 40
percent of Board members' emoluments will be settled in the form of shares in
the Company, while 60 percent will consist of a monetary payment.
Moreover, the Board of Directors proposes that the travel expenses of the
regular members of the Board of Directors be compensated in accordance with the
Finnish Tax Administration's decision regarding tax-exempt allowances for travel
expenses.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes that five regular members be elected to the
Board of Directors.
12. Election of the members of the Board of Directors
Shareholders accounting for a total of 23.78 percent of all shares and voting
rights in the Company have informed the Company that they will propose the re-
election of Pekka Tammela, Rolf Fryckman, Ari Korhonen, Pekka Rönkä and Kyösti
Kakkonen.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes that remuneration for the auditor shall be paid
against the auditor's reasonable invoice.
14. Election of the auditor
The Board of Directors proposes that PricewaterhouseCoopers Oy, who have named
Authorized Public Accountant Samuli Perälä as the chief auditor, be re-elected
as the auditor.
15. Authorizing the Board of Directors to decide to repurchase the Company's own
shares
The Board of Directors proposes that the AGM authorize the Board to decide to
repurchase a maximum of 793.207 of the Company's own shares in one or several
tranches using the Company's unrestricted equity, in which case any buyback will
reduce the amount of the Company's distributable earnings.
The company may buy back shares in order to develop its capital structure,
finance and implement any corporate acquisitions or other transactions,
implement share-based incentive plans, or otherwise transfer or cancel them.
The Company may buy back shares, based on
a. A bid submitted to all shareholders on equal terms and conditions in
proportion to their current holdings in Company shares and at the same
price, decided by the Board of Directors; or
b. In public trading on marketplaces whose rules and regulations allow the
Company to trade in its own shares. In such a case, the Company buys back
shares through a directed purchase, that is, in a proportion other than its
shareholders' holdings in Company shares, with the consideration for the
shares based on their publicly quoted market price.
The Board proposes that the authorization be valid until 4/30/2016. This
authorization shall supersede the buyback authorization granted at the AGM of
3/20/2014.
16. Authorization to the Board of Directors to decide on a share issue and on
the granting of stock options and other special rights giving entitlement to
shares
The Board of Directors proposes that the AGM authorize the Board to decide on a
share issue of a maximum of 793,207 shares or to grant special rights (including
stock options) entitling holders to shares as referred to in Chapter 10 Section
1 of the Companies Act, in one or several tranches.
This authorization is proposed to be used to finance and implement any
prospective corporate acquisitions or other transactions, to implement the
company's share-based incentive plans, or for other purposes determined by the
Board.
The authorization is also proposed to grant the Board the right to decide on all
terms and conditions governing said share issue and the granting of special
rights, including the subscribers or the grantees of said special rights and the
payable consideration. The authorization also includes the right to waive
shareholders' pre-emptive subscription rights and covers the issue of new shares
and the transfer of any shares that may be held by the company.
The Board proposes that the authorization be valid until 4/30/2016. This
authorization shall supersede the authorization to decide on a share issue and
on the granting of special rights giving entitlement to shares granted in the
AGM of 4/20/2014.
17. Amendment of the Articles of Association
The Board of Directors proposes the following amendment to section 2 of the
Articles of Association:
"The company engages in the trade, intermediation, research, product
development, commercialization and marketing of devices and equipment, products,
methods and services related to health care and health technology, training and
consulting related to health care, sales of expert services, and other business
related or comparable to the health care sector. The company may act as a Group
parent company and produce administration services, engage in other business
operations, own and manage real estate and securities and other financial
instruments, and trade in them. The company may engage in the aforementioned
activity either directly or through subsidiaries and associated companies."
18. Closing of the meeting
B. Documents of the General Meeting
The abovementioned proposals for resolution on the AGM agenda and this notice
are available on the website of Revenio Group Corporation at www.revenio.fi.
Revenio Group Corporation's Annual Report, including the financial statements,
Report of the Board of Directors, and auditor's report, will be available on the
website no later than 2/26/2015. Proposals for resolution and the abovementioned
documents will also be available at the AGM, and copies of them as well as this
notice will be sent to shareholders upon request. The Minutes of the AGM will be
available on the abovementioned website from 4/2/2015 onwards.
C. Instructions to meeting participants
1. Shareholders registered in the shareholder register
Shareholders who are registered in the Company's shareholder register maintained
by Euroclear Finland Ltd on 3/9/2015, have the right to attend the AGM.
Shareholders whose shares are registered in their personal book-entry accounts
in Finland are registered in the shareholder register of the Company.
Shareholders who are registered in the Company's shareholder register and wish
to participate in the AGM must register for the meeting no later than 3/16/2015
at 4:00 p.m., by which time registration notices need to have been received.
Registration options for the General Meeting are:
a) through the Company's website at www.revenio.fi
b) via e-mail to elina.kari@revenio.fi or
c) by mail to Revenio Group Corporation, General Meeting, Äyritie 22, FI-01510
Vantaa, Finland.
Upon registration, shareholders should give their name, personal identity code,
address, telephone number, name of assistant or proxy representative, if any,
and the personal identity code of the proxy representative. Personal information
given by shareholders to Revenio Group Corporation shall be used only in
connection with the General Meeting and with the processing of related
registrations. Shareholders, their representatives or proxy representatives must
be able to prove their identity and/or proxy authorization at the meeting
venue.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the AGM by
virtue of such shares based on which the holder would, on 3/9/2015, be entitled
to be registered in the shareholder register held by Euroclear Finland Ltd.
Moreover, in order to participate in the AGM, holders of nominee-registered
shares are required to be temporarily registered, based on such shares, in the
shareholder register held by Euroclear Finland Ltd, no later than 3/16/2015, at
10:00 a.m. For nominee-registered shares, this constitutes due registration for
the General Meeting.
Holders of nominee-registered shares are advised to request, without delay, all
necessary instructions pertaining to registration in the temporary shareholder
register, the issuing of proxy documents, and registration for the General
Meeting from their asset managers. The asset manager's account operator must
sign up holders of nominee-registered shares who wish to participate in the
General Meeting for registration to the Company's temporary shareholder register
no later than on the aforementioned date and time.
3. Proxy representation and powers of attorney
Shareholders may participate in the General Meeting and exercise their rights at
the meeting by way of proxy representation. A shareholder's proxy representative
shall present a dated power of attorney or shall otherwise in a reliable manner
prove that he/she is authorized to represent the shareholder. If a shareholder
participates in the General Meeting by way of several proxy representatives,
representing the shareholder with shares in different securities accounts, the
shares by which each proxy representative represents the shareholder must be
identified upon registration.
Proxy documents, if any, should be delivered as originals to Revenio Group
Corporation, General Meeting, Äyritie 22, FI-01510 Vantaa, Finland, before the
last date for registration.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the General Meeting has the right to request information on
matters on the meeting's agenda.
On the date of this notice, 2/24/2015, the total number of shares in Revenio
Group Corporation is 7,932,078, representing the same number of votes.
Helsinki, 2/24/2015
REVENIO GROUP CORPORATION
BOARD OF DIRECTORS
For additional information:
President&CEO Olli-Pekka Salovaara, +358 (0)40 567 5520
olli-pekka.salovaara@revenio.fi
www.revenio.fi
DISTRIBUTION:
NASDAQ OMX Helsinki
Financial Supervisory Authority (FIN-FSA)
Principal media
www.revenio.fi
The Revenio Group in brief
Revenio is a Finnish health tech group whose core business lies in tonometers.
The Revenio Health Tech segment comprises the business operations of Icare
Finland Oy and Oscare Medical Oy, which specializes in osteoporosis screening
and assessment. In addition, Revenio has identified new growth
opportunities relating to health tech in which common denominators are
screening, follow-up and the global need to make cost savings in health care
through preventive measures. Revenio seeks vigorous growth in health technology,
both organically and through acquisitions and mergers.
In 2014, the Revenio Group's net sales totaled MEUR 16.0, with its operating
margin for continuing operations standing at 27.5%. The Revenio Group
Corporation is listed on Nasdaq Helsinki.
[HUG#1896538]