Annual General Meeting 2014
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 3/20/2014, at 4 p.m. at Finlandia Hall, Veranda 4 hall, Mannerheimintie 16 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., Timo Hilden, CEO of Icare Finland Oy, will give a presentation on Icare Finland Oy’s products and business. 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 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 2013
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 0.30 be paid for the financial year 2013. The dividend is paid to those shareholders who, on the dividend record date of 3/25/2014, 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 4/3/2014.
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 2015 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 29.6 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 and Ari Korhonen, and election of Pekka Rönkä and Kyösti Kakkonen as new members to the Company’s Board of Directors.
The CVs of Pekka Rönkä and Kyösti Kakkonen will be presented on the Company web page at www.revenio.fi.
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 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 785,047 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 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
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 4/30/2015. This authorization shall supersede the buyback authorization granted at the AGM of 3/21/2013.
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 3,000,000 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. 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 4/30/2015. 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 3/21/2013.
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 2/27/2014. 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 4/3/2014 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 3/10/2014, 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 3/17/2014 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 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 3/10/2014, 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 3/17/2014, 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, 2/27/2014, the total number of shares in Revenio Group Corporation is 7,850,479, representing the same number of votes.
Revenio Group Corporation
Board of Directors