Annual General Meeting 2013
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 Thursday, March 21, 2013, at 1.00 p.m. at Finlandia Hall, Veranda 3 hall, Mannerheimintie 13 e, FI-00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.00 a.m.
Before the actual annual general meeting begins, Vice President Mikael Rautanen from the analyst firm Inderes presents their analysis of Revenio Group Corporation at 12.15 p.m. After the annual general meeting is held, the shareholders will have the opportunity to meet the managing directors of the subsidiaries of Revenio Group at a coffee event.
A. Matters on the agenda of the annual general meeting
The following matters will be considered at the AGM:
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 2012
* 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 2012. The dividend is paid to those shareholders who, on the dividend record date of March 26, 2013, 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 April 4, 2013.
9. Authorizing the Board to decide on the distribution of funds to shareholders as a capital repayment from the invested unrestricted equity reserve
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to distribute funds to shareholders, at its own discretion, as a capital repayment from the invested unrestricted equity reserve. The maximum amount of equity distributed to shareholders on the basis of the authorization would be EUR 1,000,000.00.
The Board proposes that the authorization be valid until the beginning of the next Annual General Meeting.
10. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
11. 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 2014 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.
12. Resolution on the number of members of the Board of Directors
The Board of Directors proposes that three (3) regular members be elected to the Board of Directors.
13. Election of the members of the Board of Directors
Shareholders accounting for a total of 25.5 percent of all shares and voting rights in the Company have informed the Company that they will propose the re- election of Pekka Tammela and Rolf Fryckman, and election of Mr. Ari Kohonen as a new member to the Company’s Board of Directors.
The CV of Ari Kohonen will be presented on the Company web page at: www.revenio.fi.
14. 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.
15. 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 the auditor.
16. 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 7,711,079 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.
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. 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 April 30, 2014. This authorization shall supersede the buyback authorization granted at the AGM of March 28, 2012.
17. 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 30,000,000 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. 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, 2014. 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 28, 2012.
18. Board proposal regarding reverse share split under Chapter 15 Section 9 of the Companies Act and the related share redemption in a proportion other than shareholder’s holdings
The Board proposes that the number of Company shares be decreased, without decreasing the share capital, by means of a reverse share split which merges ten (10) existing shares into one (1) new share for the purposes set out in Chapter 15 Section 9 of the Companies Act and in observance of the procedure specified therein.
The purpose of the reverse share split is to improve the share trading conditions and price formation, and to increase the value of individual shares. The Board therefore holds that the company has a weighty financial reason for the proposed reverse share split and the related share redemption.
The reverse share split is proposed to be accomplished by redeeming from each shareholder a number of shares determined in accordance with a redemption ratio of 9/10, i.e. nine (9) out of every ten (10) shares will be redeemed. The shares in excess of the nearest integer divisible by ten will additionally be redeemed from shareholders whose holding is not divisible by ten at the record date of the reverse share split (rounding). The number of shares shall be evaluated separately for each book-entry account.
The redemption will be carried out without compensation with the exception of payment based on rounding as referred to in Chapter 15 Section 9 of the Companies Act. The redemption will be carried out as specified in the section referred to above in a proportion other than the shareholders’ holdings. Shares redeemed in connection with the reverse share split will be cancelled, with the exception of excess shares that are redeemed due to rounding, combined with each other and sold. Subsequent to the reverse share split, the Company will without delay, on behalf of the shareholders concerned, sell in public trading as regulated the combined excess shares redeemable due to the aforementioned
rounding. The funds derived from the share sales are paid to the shareholders in proportion to the differences obtained by subtracting from the number of shares redeemable from each shareholder the number of shares redeemable in the absence of rounding. Interest at the reference rate valid from time to time as provided by Section 12 of the Interest Act will be paid on the funds for the period between the share redemption date and the date of remittance of the funds.
The record date of the reverse share split, according to which the right to the funds derived from shares sold on the basis of rounding is determined, is March 27, 2013. The redeemed shares will be cancelled and the number of shares after the reverse share split will be entered in the Trade Register on March
27, 2013. The implementation of the reverse share split and the related redemption will register in the shareholder’s book-entry accounts and trading in the post-reverse split shares will commence on March 28, 2013, upon completion of the reverse share split. The funds derived from shares sold on the basis of
rounding will be paid to shareholders on or about April 8, 2013 providing that the sale of all the shares can be accomplished by March 28, 2013 at the latest. If not, the payment of fractions will take place on the fifth banking day following the execution of the final sale.
Implementation of the arrangement will not require any actions from the shareholders.
Should this reverse share split proposal be approved and implemented, the Board proposals for authorizations under items 16 and 17 above will be modified in such a manner that after the reverse share split the numbers of shares will be:
* The Board authorization to buy back Company shares in accordance with item 16 above concerns a maximum of 771,107 shares; and
* The Board authorization on a share issue granting special rights giving entitlement to shares in accordance with item 17 above concerns a maximum of 3,000,000 shares.
19. Closing of the meeting
B. Documents of the Annual 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 February 28, 2013. 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 4, 2013 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 11, 2013, 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 15, 2013 at 4:00 p.m., by which time registration notices need to have been received. Registration options for the AGM are:
a) through the Company’s website at www.reveniogroup.fi
b) via e-mail to email@example.com or
d) by mail to Revenio Group Corporation, Annual 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 AGM 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 11, 2013, 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 18, 2013, at 10:00 a.m. For nominee-registered shares, this constitutes due registration for the AGM.
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 AGM from their asset managers. The asset manager’s account operator must sign up holders of nominee-registered shares who wish to participate in the AGM for registration to the Company’s temporary shareholder register no later than on the abovementioned date and time.
3. Proxy representation and powers of attorney
Shareholders may participate in the AGM 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 AGM 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, Annual 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 Companies Act, a shareholder who is present at the AGM has the right to request information on matters on the meeting’s agenda.
On the date of this notice, February 22, 2013, the total number of shares in Revenio Group Corporation is 77,110,790, representing the same number of votes.
Helsinki, February 22, 2013
Revenio Group Corporation
Board of Directors