Revenio Group Oyj - Company Announcement

Revenio Group Corporation: Revenio introduces option scheme

Revenio Group Corporation, Stock Exchange Release, August 10, 2015 at 9:01

Revenio introduces option scheme

Based on the rights issue authorization approved by the Shareholders' Meeting of
March 19, 2015, Revenio's Board of Directors has today decided on a new
corporate option scheme, comprising a maximum of 150,000 option rights. One
option right entitles their holder to subscribe for one share.

The Board of Directors shall decide upon the distribution of stock options to
the key personnel employed by or to be recruited by the Revenio Group.

The complete terms and conditions of the option scheme are as follows:

REVENIO GROUP CORPORATION'S 2015 OPTION SCHEME

Based on the share issue authorization granted by the Revenio Group
Corporation's ("Revenio or company") Annual General Meeting of March 19, 2015,
Revenio's Board of Directors ("Board of Directors") decided, on August
10, 2015, to issue stock options to the personnel of Revenio and its
subsidiaries (jointly the Revenio Group) and to a fully owned subsidiary of the
Company, on the following terms and conditions:

I STOCK OPTION TERMS AND CONDITIONS

1. Number of stock options

A maximum of 150,000 option rights will be granted, entitling the holders to
subscribe to a maximum total of 150,000 of new shares or existing shares held by
the Company (the share). One option right entitles their holder to subscribe for
one share. The Board of Directors shall decide whether new shares or existing
shares held by the Company are given to subscribers.

2. Stock options

Of the stock options, 50,000 are marked with the letter A, 50,000 are marked
with the letter B and 50,000 are marked with the letter C. The Board of
Directors shall have the right to convert stock options held by the Company from
one stock option class to another.

3. Right to stock options

The stock options shall be issued, in deviation from the shareholders' pre-
emptive rights, gratuitously to the key personnel of Revenio Group and to the
subsidiary Done Medical Ltd wholly-owned by Revenio (the Subsidiary). The
Company has a weighty financial reason for the issue of stock options, since the
stock options are intended to form part of the commitment and incentive program
for the Revenio Group key personnel.

4. Distribution of stock options

The Board of Directors shall decide upon the distribution of stock options to
the key personnel employed by or to be recruited by the Revenio Group. The
Subsidiary shall be given stock option rights to such extent that the stock
option rights are not distributed to the Group personnel. The Board of Directors
may decide on particular additional provisions concerning the stock options upon
distribution of stock options. The Board of Directors shall also decide upon the
further distribution of the stock options given to the Subsidiary and returned
later to the Subsidiary.

Distribution of stock options to the Group personnel outside Finland may be
restricted or it may be subject to additional terms on the basis of local laws
and other regulations.

The company will send the recipients of the option rights written notification
of the option rights offered. These option rights will be granted as soon as the
recipient has accepted the offer made by the company.

By returning the notification to the Company, the recipients of the stock
options shall authorize the Company or its assignee to register the stock
options on the book-entry account informed by the recipient in the notification,
in case the Board of Directors decides to incorporate the stock options into the
book-entry securities system maintained by Euroclear Finland Ltd (Euroclear).

The recipient of the stock options shall have a valid book-entry account in a
book-entry account operator set out in the rules of Euroclear at the latest when
returning aforesaid notification to the company.

The stock options shall be regarded as a discretionary and nonrecurring part of
compensation. The stock options shall not be regarded as a part of a stock
option recipient's employment or service contract, and they shall not be
regarded as a salary or fringe benefit. A stock option recipient shall, during
his employment, service or thereafter, have no right to receive compensation on
any grounds for stock options.

Stock option recipient shall be liable for all taxes and tax-related
consequences arising from exercising stock options.

5.  Transfer and forfeiture of stock options

The Company shall hold the given stock options on behalf of the stock option
owner until the beginning of the share subscription period. Stock options for
which the share subscription period set forth in Section II.2 has not commenced,
may not be transferred to a third party or pledged without a separate written
consent of the Board of Directors.

The stock options may freely be transferred, when the relevant share
subscription period has begun. The Board of Directors may above notwithstanding,
however, permit the transfer of stock options also before such date. Should the
stock option owner transfer or pledge his or her stock options, such person
shall be obliged to inform the Company about the transfer or pledge in writing,
without delay. The Board of Directors may, at its discretion, decide to restrict
the transfer of stock options in certain countries, e.g. for legal or
administrative reasons.

Should a stock option owner cease to be employed by the Revenio Group, for any
reason other than the statutory retirement of a stock option owner or the
retirement of a stock option owner in compliance with the employment or service
contract, the death or the permanent disability of a stock option owner, such
person shall, without delay, forfeit to the Company or its designee, without
compensation,  such stock options that the Board of Directors has distributed to
him or her at its discretion, for which the share subscription period specified
in Section II.2 has not begun, on the last day of such person's employment or
service.

Should the rights and obligations arising from the stock option owner's
employment or service be transferred to a new owner or holder, upon the
employer's transfer of business, the process shall be similar. The Board of
Directors may decide in all these cases that the stock option owner is entitled
to keep such stock options, or a part of them.

The Board of Directors may decide on incorporation of the stock options 2015
into the book-entry securities system. If the stock options have been
incorporated into the book-entry securities system, the Company shall have the
right to request and get transferred all forfeited stock options from the stock
option owner's book-entry account to the book-entry account appointed by the
Company, without the consent of the stock option owner. In addition, the Company
shall be entitled to register transfer restrictions and other respective
restrictions concerning the stock options on the stock option owner's book-entry
account, without the consent of the stock option owner.

A stock option owner shall, during his employment, service or thereafter, have
no right to receive compensation on any grounds for stock options that have been
forfeited in accordance with these terms and conditions.

II TERMS AND CONDITIONS RELATING TO THE SHARE SUBSCRIPTION

1. Right to subscribe for shares

Each stock option entitles its owner to subscribe for one (1) new share in the
Company or an existing share held by the Company. As a result of the share
subscriptions, the total number of shares may increase by a maximum of 150,000
new shares. The subscription value of a share will be recorded in the
distributable equity fund. The Subsidiary shall not be entitled to subscribe for
shares in the Company, on the basis of the stock options.

2. Share subscription and payment

The share subscription period is:

For Series A option rights: May 31, 2017 - May 31, 2019

For Series B option rights: May 31, 2018 - May 31, 2020

For Series C option rights: May 31, 2019 - May 31, 2021

Should the last day of the share subscription period not be a banking day, the
share subscription may be made on a banking day following the last share
subscription day.

Share subscriptions shall take place at the head office of the Company or in
another location and manner to be determined later. Shares must be paid for at
the time of subscription, into the company's designated bank account. The Board
of Directors shall decide on all measures associated with the share
subscription.

3. Share subscription price

The share subscription price shall be:

- for stock option 2015A, the trade-weighted average price of Revenio's shares
on NASDAQ OMX Helsinki Ltd. during 1 September-15 October 2015 with an addition
of 15 per cent

- for stock option 2015B, the trade-weighted average price of Revenio's shares
on NASDAQ OMX Helsinki Ltd. during 1 September-15 October 2016 with an addition
of 15 per cent

- for stock option 2015C, the trade-weighted average price of Revenio's shares
on NASDAQ OMX Helsinki Ltd. during 1 September-15 October 2017 with an addition
of 15 per cent

The subscription price of a share to be subscribed to with option rights will be
reduced after the period determining the subscription price has ended, on the
record date of each dividend payment, and by the number of dividends set before
the share subscription. However, the minimum subscription price of a share is
always EUR 0.01.

4. Registration of option rights and shares

Shares subscribed for and fully paid shall be registered on the book-entry
account of the subscriber.

At its quarterly meetings, the company's Board of Directors approves any share
subscriptions made and, based on these approved subscriptions, sends
notification of the increase in share capital to be registered without delay so
that the new shares can be made available for trading together alongside the
other publicly traded shares of the company. However, the Board has no
obligation to approve any subscriptions completed after the close of the
financial year before the Annual General Meeting.

5. Shareholders' rights

Dividend entitlement and other shareholders' rights will commence as soon as the
shares have been entered into the Trade Register.

Should existing shares, held by the Company, be given to the subscriber of
shares, the subscriber shall be given the right to dividend and other
shareholder rights after the shares have been registered on his or her book-
entry account.

6. Share issues, convertible bonds and option rights prior to share subscription

If, prior to share subscription, the company decides on a rights issue or
decides to grant new option rights or other special share entitlement rights so,
that the shareholder has the pre-emptive subscription right, the option holder
shall have the same or equal rights as a shareholder. The Board of Directors
will decide how to implement this equality in a way that will lead to either the
number of shares available for subscription or the subscription prices, or both,
being modified.

7. Rights in certain cases

If the company pays dividends or distributes assets from its distributable
equity fund, the subscription price of a share to be subscribed to via an option
right will be reduced once the determination period for the subscription price
has commenced, by an amount equivalent to the dividend decided before the share
subscription, or by an amount equivalent to distributable equity, on the record
date of each payment of the dividends or return of capital.

If the company reduces its share capital by distributing share capital to
shareholders, the subscription price of shares to be subscribed to with option
rights shall be reduced after the commencement of the determination period of
the subscription price and by an amount equivalent to the distributable equity
decided before the share subscription, on the record date of the return of
capital.

If, prior to share subscription, the company goes into liquidation, the option
holders will have the opportunity to use their option rights during a period of
time set by the Board of Directors before the liquidation commences. If the
company is removed from the Trade Register prior to share subscription, an
option holder shall be entitled to the same or equivalent rights as a
shareholder.

If the company decides to merge with another company (as a merging company) or
to merge with a company formed as a result of a combination merger or decides to
demerge, the option holders will be granted the right to subscribe for shares
during a specific period of time set by the Board of Directors prior to the
merger or demerger. Alternatively, the Board of Directors may give a stock
option owner the right to convert the stock options into stock options issued by
the other company, in the manner determined in the draft terms of merger or
demerger, or in the manner otherwise determined by the Board of Directors, or
the right to sell stock options prior to the registration of the execution of a
merger or a demerger. After such period, no share subscription right shall
exist. The same proceeding shall apply to cross-border mergers or demergers, or
should the Company, after having registered itself as an European Company
(Societas Europae), or otherwise, register a transfer of its domicile from
Finland into another member state of the European Economic Area. The Board of
Directors shall decide on the impact of potential partial demerger on the stock
options. In the above situations, the stock option owners shall have no right to
require that the Company redeem the stock options from them at their market
value.

Acquisition or redemption of the Company's own shares or acquisition of stock
options or other special rights entitling to shares shall have no impact on the
rights of the stock option owner. Should the Company, however, resolve to
acquire or redeem its own shares from all shareholders, the stock option owners
shall be made an equivalent offer.

If, prior to the end of the share subscription period, any shareholder gains a
redemption right or obligation to all shares under Chapter 18, Section 1 of the
Limited Liability Companies Act, based on the fact that the said shareholder
holds more than 90% of the company's shares and associated voting rights or if
the ownership of a shareholder reaches or exceeds such a level that the
shareholder has under the Finnish Securities Markets Act the obligation to
launch a public offer for the redemption of the remaining shares in the Company,
the option holders shall be reserved the right to exercise their share
subscription right during the specific period of time set by the Board of
Directors, or be reserved an equal opportunity alongside other shareholders to
sell their option rights to the buyer irrespective of the transfer restriction
outlined in I.5 above. Any shareholder who gains a holding of more than 90% in
the company's shares and associated voting rights will be entitled to buy the
option rights owned by an option holder and, should the shareholder decide to
exercise this right, the option holder will have the obligation to sell his or
her option rights to the shareholder at a market price.

III OTHER ASPECTS

These terms and conditions are governed by the laws of Finland. Any disputes
concerning option rights will be resolved through arbitration proceedings, in
compliance with the rules of the Arbitration Institute of the Central Chamber of
Commerce of Finland. The place of arbitration is Helsinki and arbitration
consists of a single arbitrator. Language of the arbitration shall be Finnish or
English.

The Board of Directors may decide on the technical amendments to these terms and
conditions resulting from incorporation of stock options into the book-entry
securities system, as well as on other amendments and specifications to these
terms and conditions which are not considered as essential. Other matters
related to the stock options shall be decided on by the Board of Directors, and
the Board of Directors may give stipulations binding on the stock option owners.

The Company shall be entitled to take back any unrelinquished or unsubscribed
option rights from any option holders without compensation, if the option holder
violates these terms and conditions or any orders given by the company pursuant
to these terms and conditions, or acts against the applicable laws or orders
issued by public authorities.

The Company may maintain a register of the stock option owners to which the
stock option owners' personal data, the number of the stock options classified
by series, the address and e-mail address of the stock option owner and the
number of the stock option owner's book-entry account are recorded. The stock
option owner shall immediately inform the Company of the changes in these
particulars. The Company may send all announcements regarding the stock options
to the stock option owners by e-mail.

These terms and conditions have been written in Finnish and in English. In the
event of conflict, the Finnish version will prevail.


Revenio Group Corporation

Board of Directors



For further information, please contact:

President & CEO Olli-Pekka Salovaara, tel. +358 40 567 5520

olli-pekka.salovaara@revenio.fi

www.revenio.fi


DISTRIBUTION:

NASDAQ OMX Helsinki

Financial Supervisory Authority (FIN-FSA)

Principal media

www.revenio.fi

The Revenio Group in brief

Revenio is a Finnish health tech group whose core business is in tonometers. The
Revenio Health Tech segment comprises the business operations of Icare Finland
Oy, Revenio Research Oy and Oscare Medical Oy, which specializes in osteoporosis
screening and monitoring. The common denominators of Revenio's business
operations include screening, follow-up and the global need to make cost savings
in health care via preventive measures. Revenio seeks vigorous growth in health
technology, both organically and through acquisitions and mergers. Revenio aims
at developing even more efficient and easily adopted methods for the early-stage
detection of diseases with significance for public health. The focus of
Revenio's screening technology lies on the early detection of glaucoma,
osteoporosis, skin cancer and asthma, and the monitoring of these during the
treatment process.

In 2014, the Revenio Group's net sales totaled MEUR 16.0, with its operating
profit (EBIT) from continuing operations standing at 27.5%. The Revenio Group
Corporation is listed on NASDAQ OMX Helsinki.


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