Revenio Group Oyj - Notice to general meeting

REVENIO GROUP CORPORATION: NOTICE OF ANNUAL GENERAL MEETING

Helsinki, 2012-03-05 14:25 CET (GLOBE NEWSWIRE) -- REVENIO GROUP CORPORATION



NOTICE OF ANNUAL GENERAL MEETING



Notice is given to the shareholders of Revenio Group Corporation of the annual
general meeting to be held on Wednesday, March 28, 2012, at 4.00 p.m. at the
Palace Hotel, Eteläranta 10, FI-00130 Helsinki, Finland. The reception of
persons who have registered for the meeting and the distribution of voting
tickets will commence at 2.00 p.m. 

Before the meeting begins, shareholders will have the opportunity to talk with
the managing directors of Revenio Group Corporation from 3 p.m. to 4 p.m. The
operations of Midas Touch Oy and the associated company Oscare Medical Oy will
be presented at this session. In addition, shareholders can learn more about
the equipment made by Icare Finland Oy and Oscare Medical Oy. 



A. Matters on the agenda of the general meeting

The following matters will be considered at the AGM:



  1. Opening of the meeting



  1. Calling the meeting to order



  1. Election of persons to confirm the minutes and to supervise the counting of
     votes



  1. Recording the legality of the meeting



  1. Recording the attendance at the meeting and adoption of the list of votes



  1. Presentation of the annual accounts, the Report of the Board of Directors,
     and the auditor's report for the year 2011



  -- Review by the President and CEO.



  1. Adoption of the annual accounts



  1. Resolution on the use of profit shown on the balance sheet and the payment
     of a dividend

 The Board of Directors proposes to the AGM that a per-share dividend of EUR
0.02 be paid for the financial year 2011. The dividend is paid to those
shareholders who, on the dividend record date of April 2, 2012, are entered as
shareholders on the Company's shareholder register as held by Euroclear Finland
Ltd. The Board of Directors proposes that the dividend payment date be April
11, 2012. 



  1. 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 2013 be as follows: EUR 60,000 for the Chairman and EUR 36,000 for
members of the Board of Directors, with the exception that any member who holds
a stake of at least five percent in the Company, either directly or through a
company in which he or she has a minimum holding of 50 percent, should not be
entitled to a separate emolument. 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 30.66 percent of all shares and voting
rights in the Company have informed the Company that they will propose the
re-election of Timo Mänty, Pekka Tammela, Rolf Fryckman, Julia Ormio and Matti
Hyytiäinen to the Company's Board of Directors. 



  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 auditors. 



  15. Board authorization to decide to buy back Company shares (treasury shares)

The Board of Directors proposes that the AGM authorize the Board to decide to
buy back a maximum of 7,688,973 of the Company's 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 dispose of or cancel them. 

The Company may buy back shares, based on

  1.   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
  2.   Public trading on marketplaces whose rules and regulations allow the
     Company to trade in its 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, 2013. This
authorization shall supersede the buyback authorization granted at the AGM of
March 31, 2011. 



  16 .Board authorization 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 to
issue a maximum of 30,000,000 shares or to grant special rights (including
stock options) entitling holders to shares, under chapter 10, section 1 of the
Companies Act, in one or several tranches. 

The Board proposes that this authorization 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 Board proposes that the authorization also grant the Board the right to
decide on all terms and conditions governing said share issue and the granting
of said special rights, including 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, 2013. 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 31, 2011. 



  17. 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 March 7, 2012. 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 11, 2012, 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 16, 2012, 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 23,
2012 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 riitta.aarrevuo@revenio.fi or

c) by post 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 16, 2012, 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 23, 2012, 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, March 5, 2012, the total number of shares in
Revenio Group Corporation is 76,889,730, representing the same number of votes. 



Helsinki, March 5, 2012

REVENIO GROUP CORPORATION

BOARD OF DIRECTORS



DISTRIBUTION:

NASDAQ OMX Helsinki

Financial Supervisory Authority (FIN-FSA)

Key media

www.revenio.fi



Revenio Group Corporation, the parent company of the Finnish  business group
Revenio Group, is listed on the NASDAQ OMX Helsinki exchange. Revenio's
subsidiaries share a focus on Finnish specialist expertise and export-based
operations.

Revenio Group is made up of six independent subsidiaries, in five business
areas. These subsidiaries are Done Logistics Oy, Done
Software Solutions Oy, Icare Finland Oy, Boomeranger Boats Oy, FLS
Finland Oy and Midas Touch Oy.