Annual General Meeting 2020
Revenio cancels its Annual General Meeting and moves it to a later date
Based on the development of the coronavirus situation and the announcement by the Finnish Government, Revenio has decided to cancel its Annual General Meeting of 19 March 2020 at 16:00.
The Finnish Government has announced that public gatherings will be limited to a maximum of ten persons. Consequently, Revenio’s Board of Directors has today decided to cancel the Annual General Meeting 2020 from Thursday.
Revenio will convene the Annual General Meeting at a later stage.
NOTICE OF GENERAL MEETING
Notice is given to the shareholders of Revenio Group Corporation of the Annual General Meeting to be held on Thursday 19 March 2020 at 4 p.m. at Finlandia Hall, Veranda 2 -hall, Mannerheimintie 13 e, FI-00100 Helsinki (entrance M4 / K4). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence 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:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the financial statement, the report of the Board of Directors, and the auditor’s report for the year 2019
- Review by the CEO
- Adoption of the financial statements
- 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 0.30 per share be paid for the financial year 2019. The dividend will be paid to shareholders who, on the record date of 23 March 2020, are registered in the shareholders’ register of the company, held by Euroclear Finland. The Board proposes that the dividend payment date be 30 March 2020.
- Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
- Handling of the remuneration policy for governing bodies
Presentation of the remuneration policy for governing bodies and advisory resolution on the remuneration policy.
The remuneration policy will be available on Revenio Group Corporation’s website at https://reveniogroup.fi/en/investors/annual-general-meeting-2020 no later than 27 February 2020.
- 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 members of the Board of Directors to be elected at the General Meeting be paid a remuneration as follows for the term ending upon the 2021 Annual General Meeting: EUR 48,000 to the chair of the Board of Directors, EUR 30,000 to each member of the Board of Directors who is a Committee chair and EUR 24,000 to each member of the Board of Directors.
The Board of Directors proposes that approximately 40 per cent of Board members’ annual remunerations (gross) 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 remuneration. The shares will be transferred to the Board members within two weeks of the release of Revenio Group Corporation’s interim report for the period of 1 January - 31 March 2020, 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 600 for members of the Board or Board Committees per Board or Committee meeting and EUR 300 per telephone conference.
Any travel expenses of the members of the Board or Board Committees will be compensated in accordance with the company’s travel expense regulations.
- Resolution on the number of members of the Board of Directors
The Board of Directors proposes that six ordinary members be elected to the Board of Directors.
- Election of the members of the Board of Directors
Shareholders accounting for a total of 12.26 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 Board members Pekka Rönkä, Pekka Tammela, Kyösti Kakkonen and Ann-Christine Sundell be re-elected as members of the Board of Directors and Arne Boye Nielsen and Bill Östman be elected as new members.
All proposed members have given a consent to their election and are independent of the company and its significant shareholders.
The current Board member candidates are introduced on Revenio Group Corporation’s website https://reveniogroup.fi/en/investors/board-members and the CVs of new candidates at the address https://reveniogroup.fi/en/investors/annual-general-meeting-2020
- Resolution on the remuneration of the auditor
The Board of Directors proposes as per the Audit Committee’s recommendation that remuneration for the auditor be paid against the auditor’s invoice approved by the company.
- Election of the auditor
The Board of Directors proposes as per the Audit Committee’s recommendation that authorized public accountants Deloitte Ltd, who have named Authorized Public Accountant Mikko Lahtinen as the principal auditor, be elected as the auditor.
- Share issue without payment (share split) - The Board of Directors of Revenio Group Corporation has decided to remove this item from the agenda
The Board of Directors proposes to the Annual General Meeting that, in order to enhance the liquidity of the company’s share, new shares be issued free of charge to the shareholders in proportion to their holdings so that one (1) new share is issued per each share (‘share split’). Based on the number of shares as at the date of this notice (26,544,742), 26,544,742 new shares will be issued. The shares will be issued to shareholders who are registered in the company's shareholders’ register, maintained by Euroclear Finland, on the record date of 23 March 2020 of the share issue. The share issue without payment will be executed in the book-entry system and will not require any actions from the shareholders. The new shares will generate shareholder rights as of 23 March 2020 when they have been entered in the Trade Register. The new shares will not entitle their holders to dividend payments as defined above in section 8, however.
If the proposed share issue is approved and executed, the Board of Directors simultaneously proposes that the terms of the company’s option scheme 2015 are correspondingly amended as follows:
- the share subscription price of stock options A, B and C to match the split ratio
- the numbers of shares to be subscribed under stock options A, B and C so that one stock option entitles its holder to subscribe for six shares
- The subscription price of one share subscribed for under stock options will be reduced after the termination of the determination period of the subscription price and for dividends decided before the share subscription with the record date of 22 March 2018 or earlier by one sixth (1/6) of the amount of dividend per share.
- The subscription price of one share subscribed for under stock options will be reduced after 22 March 2018 and for dividends decided before the share subscription with the record date of 23 March 2020 or earlier by one half (1/2) of the amount of dividend per share.
- The amount of shares that can be subscribed for under the stock options A, B and C may increase by a maximum of 900,000 new shares.
The Board of Directors is also authorised to make any technical specifications or amendments required by the authorities to the aforementioned changes to the option scheme.
The subscription period for shares subscribed under stock options A under the option scheme 2015 ended on 31 May 2019, so in practice the amendments only concern stock options 2015 B and 2015 C.
- Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
If the share issue without payment proposed in section 16 of the notice to the General Meeting is accepted and the new shares registered, the Board of Directors proposes that the General Meeting authorize the Board of Directors to resolve on the acquisition of a maximum of 5,308,948 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, pay board fees 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, i.e. in a proportion other than its shareholders’ holdings of company shares, with the consideration paid for the shares based on their publicly quoted market price so that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorization period, and, similarly, their maximum price equals the highest market price quoted in public trading during that period.
The Board proposes that the authorization be valid until 30 April 2021. This authorization shall supersede the buyback authorization granted at the AGM of 20 March 2019.
If the Board of Directors does not accept the share issue without payment in accordance with section 16 of the notice to the General Meeting, the Board of Directors proposes that the buyback authorization concerns a maximum of 2,654,474 own shares under terms otherwise set out above.
- Authorizing the Board of Directors to decide on a share issue and on granting stock options and other special rights entitling to shares
If the share issue without payment proposed in section 16 of the notice to the General Meeting is accepted and the new shares are registered, the Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on a share issue of a maximum of 2,654,474 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 the share issue and the granting of said special rights, including the subscribers or the recipients of said special rights and the payable consideration. The authorization also includes the right to issue shares by deviating from the shareholders’ pre-emptive rights, i.e. by issuing them in a directed manner. The authorization of the Board covers both 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 30 April 2021.
If the General Meeting does not accept the share issue without payment in accordance with section 16 of the notice to the General Meeting, the Board of Directors proposes that the aforementioned share issue authorization concern a maximum of 1,327,237 shares under terms otherwise set out above
- 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 https://reveniogroup.fi/en/investors/annual-general-meeting-2020. The financial statement, the report of the board of directors and the auditor’s report as well as the remuneration policy Revenio Group Corporation are available on the above-mentioned website no later than 27 February 2020. The proposals for resolutions and the other above-mentioned documents will also be available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website on 2 April 2020 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
1. Shareholders registered in the shareholders’ register
Shareholders who are on 9 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 Monday 16 March 2020. Such notice can be given:
a) on the company’s website https://reveniogroup.fi/en/investors/annual-general-meeting-2020
b) via e-mail to email@example.com 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 ID, 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 authorized 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 9 March 2020, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest on 16 March 2020 by 10 a.m. As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the 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 organization 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.
Possible 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, 26 February 2020, the total number of shares in Revenio Group Corporation, and votes represented by such shares, is 26,544,742.
In Vantaa on 26 February 2020
REVENIO GROUP CORPORATION
BOARD OF DIRECTORS