Annual General Meeting 2012
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 3/28/2012, at 4 p.m. at Palace Hotel, Eteläranta 10, FI-00130 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.00 p.m.
Before the meeting begins, shareholders will have the opportunity to talk with the managing directors of Revenio Group Corporation from 3 p.m. to 4 p.m. The operations of Midas Touch Oy and the associated company Oscare Medical Oy will be presented at this session. In addition, shareholders can learn more about the equipment made by Icare Finland Oy and Oscare Medical Oy.
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 2011
– 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 0.02 be paid for the financial year 2011. The dividend is paid to those shareholders who, on the dividend record date of April 2, 2012, are entered as shareholders on the CompanyŽs shareholder register as held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend payment date be April 11, 2012.
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 2013 be as follows: EUR 60,000 for the Chairman and EUR 36,000 for members of the Board of Directors, with the exception that any member who holds a stake of at least five percent in the Company, either directly or through a company in which he or she has a minimum holding of 50 percent, should not be entitled to a separate emolument. 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 30.66 percent of all shares and voting rights in the Company have informed the Company that they will propose the re-election of Timo Mänty, Pekka Tammela, Rolf Fryckman, Julia Ormio and Matti Hyytiäinen to the Company’s Board of Directors.
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 Juha Tuomala as the chief auditor, be re-elected as auditors.
15. Authorizing the Board of Directors to decide to repurchase the Company’s own shares (treasury shares)
The Board of Directors proposes that the AGM authorize the Board to decide to buy back a maximum of 7,688,973 of the Company’s 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 dispose of or cancel them.
The Company may buy back shares, based on
- 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
- Public trading on marketplaces whose rules and regulations allow the Company to trade in its 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 April 30, 2013. This authorization shall supersede the buyback authorization granted at the AGM of March 31, 2011.
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 to issue a maximum of 30,000,000 shares or to grant special rights (including stock options) entitling holders to shares, under chapter 10, section 1 of the Companies Act, in one or several tranches.
The Board proposes that this authorization 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 Board proposes that the authorization also grant the Board the right to decide on all terms and conditions governing said share issue and the granting of said special rights, including subscribers or the grantees of said special rights and the payable consideration. Moreover, the authorization also includes the right to waive shareholders’ pre-emptive subscription rights, thus enabling private placement of shares. The Board’s authorization covers both the issue of new shares and the transfer of any treasury shares possibly held by the Company.
The Board proposes that the authorization be valid until April 30, 2013. 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 March 31, 2011.
17. 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.reveniogroup.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 March 7, 2012. 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 April 11, 2012 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 March 16, 2012, 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 March 23, 2012 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 firstname.lastname@example.org or
c) by mail to Revenio Group Corporation, General Meeting, Äyritie 16, 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 March 16, 2012, 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 March 23, 2012, 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 16, 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, March 5, 2012, the total number of shares in Revenio Group Corporation is 76,889,730 representing the same number of votes.
Helsinki March 5, 2012
Revenio Group Corporation
Board of Directors