Annual General Meeting 2019
NOTICE OF GENERAL MEETING
Notice is given to the shareholders of Revenio Group Corporation of the Annual General Meeting to be held on Wednesday 20 March 2019 at 4 p.m. at Finlandia Hall, Veranda 2 hall, Mannerheimintie 13e, 00100 Helsinki (entrance M4/K4). Reception of registered participants to the meeting and distribution of voting slips begins at 3 p.m.
After the Annual General Meeting, the shareholders will have the opportunity to meet the President and CEO and members of the management team of Revenio Group Corporation over coffee.
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 persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statement, the report of the Board of Directors, and the
auditor’s report for the year 2018
- Review by the CEO
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.28 per share be paid for the financial year 2018. The dividend will be paid to shareholders who, on the record date of 22 March 2019, are registered in the shareholders’ register of the company, held by Euroclear Finland. The Board proposes that the dividend payment date be 29 March 2019.
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 Annual General Meeting for a term ending upon the closing of the Annual General Meeting in 2020 be as follows: EUR 48,000 for the Chair and EUR 24,000 for the members of the Board of Directors.
The Board of Directors proposes that 40 per cent of Board members’ annual emoluments be settled in the form of shares in the Company, while 60 per cent will consist of a monetary payment. Tax will be deducted from the monetary payment, calculated on the amount of the entire annual emolument. The shares will be transferred to the Board members within two weeks from the release of Revenio Group Corporation’s interim report for the period from 1 January to 31 March 2019, using the trade volume weighted average price on the day following the release of the interim report as the share value.
The Board of Directors further proposes an attendance allowance of EUR 500 per meeting for members of prospective committees.
Any travel expenses will be compensated in accordance with the company’s travel expense regulations.
11. Resolution on the number of members of the Board of Directors
The Board of Directors proposes that five full members be elected to the Board of Directors.
12. Election of the members of the Board of Directors
Shareholders accounting for a total of 12.9 per cent of all shares and voting rights in the company have informed the company that they will propose to the Annual General Meeting that the previous members of the Board of Directors, Pekka Rönkä, Pekka Tammela, Ari Kohonen, Kyösti Kakkonen and Ann-Christine Sundell be re-elected as members of the Board of Directors.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes that remuneration for the auditor be paid against the auditor’s invoice approved by the company.
14. Election of the auditor
The Board of Directors proposes that authorised public accountants Deloitte Ltd, who have named Authorised Public Accountant Merja Itäniemi as the principal auditor, be elected as the auditor.
15. Authorising the Board of Directors to decide on repurchasing the company’s own shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on the acquisition of a maximum of 2,401,647 of the company’s own shares in one or more tranches using the company’s unrestricted equity.
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, for payment of Board members´ annual emoluments or otherwise transfer or cancel them.
The company may buy back shares 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, in such a manner that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorisation period, and, similarly, their highest price equals the highest market price quoted in public trading during that period.
The Board proposes that the authorisation be valid until 30 April 2020. This authorisation shall supersede the buyback authorisation granted at the general meeting of 20 March 2018.
16. Authorising the Board of Directors to decide on a share issue and the issuance of options and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on a share issue of a maximum of 4,803,295 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 authorisation 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 authorisation 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 authorisation also includes the right to issue shares by deviating from the shareholders’ pre-emptive rights, that is, in a directed manner. The authorisation of the Board of Directors covers both the issuing of new shares and the transfer of the company’s own shares.
The Board proposes that the authorisation be valid until 30 April 2020. This authorisation shall supersede the authorisation to decide on a share issue and on the granting of special rights giving entitlement to shares granted in the Annual General Meeting of 20 March 2018.
17. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The aforementioned proposals on the agenda of the Annual General Meeting, as well as this notice, are available on Revenio Group Corporation’s website at www.revenio.fi. Revenio Group Corporation’s annual report, the financial statements, the report by the Board of Directors and the auditor’s report are available on the said website no later than on 27 February 2019. The proposals for resolution and the other documents mentioned above are also available at the General Meeting, and copies of them and of this notice to the Meeting are sent to shareholders on request. The minutes of the Annual General Meeting will be available on the above-mentioned website on 3 April 2019 at the latest.
C. INSTRUCTIONS TO PARTICIPANTS IN THE MEETING
1. Shareholders registered in the shareholders’ register
Shareholders who are, on 8 March 2019, registered in the shareholders’ register of the company, held by Euroclear Finland, have the right to participate in the General Meeting. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the shareholders’ register of the company.
Shareholders registered in the shareholders’ register of the company, who wish to attend the General Meeting, must give advance notice of their attendance, and the company must receive such notice no later than by 4 p.m. on 15 March 2019. Such notice can be given:
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.
In connection with the registration, a shareholder shall provide their name, personal identification number / business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of the proxy representative. The personal data given by the shareholders to Revenio Group Corporation are used only in connection with the General Meeting and the processing of related registrations. The shareholder, their authorised representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the venue of the meeting.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which they, on the record date of the General Meeting, i.e. on 8 March 2019, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland. Participation also requires that the shareholder is , by virtue of such shares, temporarily registered in the shareholders’ register held by Euroclear Finland no later than at 10 a.m. on 15 March 2019. As regards nominee-registered shares, this constitutes due registration for the General Meeting.
Holders of nominee-registered shares are advised to request without delay the necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account management organisation of the custodian bank shall register a holder of nominee-registered shares, who wishes to participate in the General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
3. Proxy representative and proxy documents
A shareholder may participate in the General Meeting, and exercise their rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Any proxy documents should be delivered as originals to the address Revenio Group Corporation, Annual General Meeting, Äyritie 22, FI-01510 Vantaa, Finland, by the end of the last date for registration.
4. Other instructions and information
Pursuant to Chapter 5 Section 25 of the Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting.
On the date of this notice to the General Meeting, 25 February 2019, the total number of shares in Revenio Group Corporation, and votes represented by such shares, is 24,016,476.
In Vantaa, on 25 February 2019
REVENIO GROUP CORPORATION
BOARD OF DIRECTORS