|
|||
![]() |
|||
2010-03-16 12:00:00 CET 2010-03-16 12:00:02 CET REGULATED INFORMATION Revenio Group Oyj - Notice to general meetingREVENIO GROUP CORPORATION- NOTICE OF ANNUAL GENERAL MEETINGREVENIO GROUP CORPORATION Stock Exchange Release March 16, 2010 at 1:00 p.m. REVENIO GROUP CORPORATION- NOTICE OF ANNUAL GENERAL MEETING The shareholders of Revenio Group Corporation are invited to an Annual General Meeting, to be held at 5.00 p.m. on Thursday April 8, 2010, at the Palace Hotel, Eteläranta 10, 00130 Helsinki. The reception of those registered for the meeting will begin at 3.00 p.m. A. Meeting's agenda Matters on the agenda of the AGM: 1.Opening of meeting 2.Calling the meeting to order 3.Election of persons to scrutinize the minutes and to supervise the counting of votes 4.Recording the legality of the meeting 5.Recording attendance at the meeting and adoption of the list of votes 6.Presentation of the annual accounts, the Report of the Board of Directors and the Auditor's Report for 2009 -Review by the CEO 7.Adoption of the annual accounts 8.Resolution on the profit shown on the balance sheet and the payment of dividend -The Board of Directors proposes to the general meeting that a per-share dividend of EUR 0.01 be paid for the financial year 2009. Dividends will be paid to shareholders who have registered in the Company's Shareholder Register, maintained by Euroclear Finland Ltd., by the dividend record date of April 13, 2010. The Board of Directors proposes that the dividend payment date be April 20, 2010. 9.Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10.Resolution on the remuneration of members of the Board of Directors -The company has no nominations committee. Upon the publication of the notice to attend the general meeting, the company had received no proposals for the remuneration of members of the Board of Directors. 11.Resolution on the number of members of the Board of Directors -The company has no nominations committee. Upon the publication of the notice to attend the general meeting, the company had received no proposals for the number of members of the Board of Directors. 12.Election of members of the Board of Directors -The company has no nominations committee. Upon the publication of the notice to attend the general meeting, the company had received no proposals for election to the Board of Directors. 13.Resolution on the remuneration of the auditor -The Board of Directors proposes that the auditor be remunerated against a reasonable, ap-proved invoice. 14.Election of auditor -The Board of Directors proposes that PricewaterhouseCoopers Finland, which has designated Authorized Public Accountant Juha Tuomala as the principal auditor, be reelected as auditor. 15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares The Board of Directors proposes that, based on the authorization granted by an earlier general meeting relating to the buyback of 7,683,973 own shares, the Board be authorized to decide to buy back a maximum of 7,683,973 own shares in one or several tranches, using Company unrestricted equity, in which case any buyback will reduce the amount of Company distributable earnings. Based on the above authorization, the consideration payable for the purchase of own shares shall be based on the public trading price of company shares, such that the minimum price of any own shares purchased shall accord with the lowest quoted public trading price while the authorization remains in force, and the maximum price of said own shares shall correspondingly accord with the highest quoted public trading price while the authorization remains in force. 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 a) 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, as decided by the Board of Directors; or b) Public trading on marketplaces, whose rules and regulations allow the Company to trade in its own shares. In such a case, the Company shall buy back shares in proportion, other than its shareholders' holdings in Company shares. The Board proposes that the authorization be valid until April 30, 2011. 16. Board authorization to decide on a share issue and grant special rights related to shares The Board of Directors proposes that, based on the general meeting's prior authorization and to the extent to which said authorization has not yet been exercised, the general meeting authorize the Board to decide to issue a maximum of 30,000,000 shares or to grant special rights (including stock options) entitling to shares, under §1 of Section 10 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 issues and the granting of said special rights, including subscribers or the grantees of said special rights and the payable consideration. Said authorization includes the right to execute share issues, i.e. private placements, in deviation from said special rights. Furthermore, the authorization covers the issue of new shares and the disposal of any own shares held by the Company. The Board proposes that the authorization be valid until April 30, 2011. 17. Closing of the meeting B. DOCUMENTS OF THE GENERAL MEETING The proposals of the Board of Directors and its committees relating to the agenda of the general meeting as well as this notice are available on Revenio Group Corporation's web-site at www.reveniogroup.fi as of the publication of the notice. The annual report of Revenio Group Corporation, including the company's annual accounts, the Report of the Board of Directors and the Auditor's Report, will be available on the above-mentioned web-site from March 16, 2010. The proposals of the Board of Directors and the annual accounts will also be available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. C. INSTRUCTIONS FOR PARTICIPANTS IN THE GENERAL MEETING 1. Attendance and registration Each shareholder, who is registered on March 25, 2010 in the company's shareholders' register held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders' register of the company. A shareholder, who wants to participate in the general meeting, shall register for the meeting no later than 1.00 p.m. on April 1, 2010 by giving prior notice of participation. Such notice can be given: a) on the company's website www.reveniogroup.fi b) by e-mail laura.temmes-shava@revenio.fi c) by telefax; + 358 (0) 20 5253301 d) by regular mail to Revenio Group Corporation, Annual General Meeting, Äyritie 12 B, 01510 Vantaa e) by telephone to Laura Temmes-Shava on +358 (0)50-314 1948, from 9.00 a.m. to 4.00 p.m. Mon. to Fri., except April 1 when the hours are 9.00 a.m. to 1.00 p.m. In connection with registration, a shareholder shall notify his/her name, personal identification number, address, telephone number, the name of any assistant or proxy representative, and the personal identification number of any proxy representative. Any personal data given to Revenio Group Corporation will be used only in connection with the general meeting and the processing of the related registrations. Pursuant to chapter 5, section 25 of the 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. 2. Proxy representative and powers of attorney A shareholder may participate in the general meeting and exercise his/her 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 his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy repre-sentatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with registration for the general meeting Possible proxy documents should be delivered in the original copy to Revenio Group Cor-poration, Äyritie 12 B, 01510 Vantaa before the final registration date. 3. Holders of nominee registered shares A holder of nominee registered shares is advised to request, without delay, the necessary instructions regarding registration in the company's shareholder register, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank will register any holder of nominee registered shares who wants to participate in the general meeting as temporarily entered in the shareholders' register of the company, at the latest by 10.00 a.m. on April 1, 2010. 4. Other instructions and information On the date of this notice of a general meeting, the total number of shares in Revenio Group Corporation is 76,839,730, and each share entitles to one vote. Prior to the opening of the meeting, from 4.00 p.m. representatives of Revenio Group Corporation's subsidiaries will give a free-form presentation of their companies' operations and products. Helsinki, March 16, 2010 REVENIO GROUP CORPORATION Board of Directors DISTRIBUTION: NASDAQ OMX Helsinki Financial Supervisory Authority (FIN-FSA) Key media www.revenio.fi Revenio Group Corporation is the parent company of the Finnish conglomerate Revenio Group. The Corporation is listed on NASDAQ OMX HELSINKI. Revenio's subsidiaries share a focus on Finnish specialist expertise and export-based operations. Revenio Group consists of six independent subsidiaries in five business segments. The subsidiaries are Done Information Oy, Done Logistics Oy, Icare Finland Oy, Boomeranger Boats Oy, Finnish Led-Signs Oy and Midas Touch Oy. |
|||
|