Extraordinary General Meeting 2013
Extraordinary General Meeting 2013
Notice of an Extraordinary General Meeting
Notice is given to the shareholders of Revenio Group Corporation of an Extraordinary General Meeting to be held on December 9, 2013 at 10.00 a.m. at Hotel Rantasipi Airport Congress Center, Robert Huberintie 4, FI-01510 Vantaa, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.30 a.m.
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. Deciding on the distribution of funds to shareholders from the invested unrestricted equity reserve
The Board of Directors proposes that the General Meeting decide to distribute EUR 0.30 per share to shareholders as a capital repayment from the invested unrestricted equity reserve. On the date of this notice, November 13, 2013, the total number of shares in Revenio Group Corporation is 7,843,034 and the proposed capital repayment 2,352,910.20 EUR
The decision would be based on positive developments in the Company’s performance and finan-cial position as well as a capital structure that complies with the financial targets set.
The proposed capital repayment would be paid to those shareholders who, on December 12, 2013, are entered as shareholders in the shareholder register held by Euroclear Finland Ltd. The proposed capital repayment would be made on December 19, 2013.
According to the rules, the proposed capital repayment would also affect the 2007 option scheme of Revenio Group Corporation so that the share subscription price under 2007B options rights would drop to EUR 2.05 and the share subscription price under 2007C option rights to EUR 1.99.
7. Closing of the meeting
B. Documents of the General Meeting
This notice, including the proposals for resolution on the General Meeting agenda and the docu-ments pursuant to The Finnish Companies Act are available on the website of Revenio Group Cor-poration at www.reveniogroup.fi. Proposals for resolution and the aforementioned documents will also be available at the General Meeting, and copies of them as well as this notice will be sent to shareholders upon request. The Minutes of the General Meeting will be available on the aforemen-tioned website from December 16, 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 November 26, 2013, have the right to attend the General Meeting. 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 General Meeting must register for the meeting no later than December 3, 2013 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.reveniogroup.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 regis-trations. 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 General Meeting by virtue of such shares based on which the holder would, on November 26, 2013, be entitled to be registered in the shareholder register held by Euroclear Finland Ltd. Moreover, in order to participate in the General Meeting, 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 De-cember 3, 2013 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 instruc-tions pertaining to registration in the temporary shareholder register, the issuing of proxy docu-ments, 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 attor-ney or shall otherwise in a reliable manner prove that he/she is authorized to represent the share-holder. 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, November 13, 2013, the total number of shares in Revenio Group Corporation is 7,843,034, representing the same number of votes.
Vantaa, November 13, 2013
Revenio Group Corporation
Board of Directors