Revenio Group Oyj - Decisions of general meeting

DECISIONS BY THE ANNUAL GENERAL MEETING OF REVENIO GROUP CORPORATION

Helsinki, 2012-03-28 16:25 CEST (GLOBE NEWSWIRE) -- 

DECISIONS BY THE ANNUAL GENERAL MEETING OF REVENIO GROUP CORPORATION



Revenio Group Corporation's Annual General Meeting of March 28, 2012, has

decided the following:



1. Financial statements, board, and auditors

The AGM confirmed the company's financial statements for the January 1 -

December 31, 2011, financial year and discharged the members of the Board of

Directors and the managing director from liability.

The AGM decided that five members were to be elected to the Board of Directors

and re-elected Rolf Fryckman, Timo Mänty, Pekka Tammela, Matti Hyytiäinen and
Julia Ormio as Board members 

The AGM decided that the chairman of the Board shall be entitled to an annual

emolument of EUR 60,000 and the other Board members to an annual emolument of

EUR 36,000 - in such a way, however, that if a member holds at least a five

percent stake in Revenio Group Corporation, either directly or through a

company in which he or she has a minimum holding of 50 percent, he or she is

not entitled to a separate emolument.

In total, 40 percent of Board members' emoluments will be settled in the form

of company shares, while 60 percent will consist of a monetary payment.

The AGM reelected PricewaterhouseCoopers Oy, Authorized Public Accountants, as

the company's auditors, with Juha Tuomala, Authorized Public Accountant, acting

as the principal auditor. The AGM decided to compensate the auditors upon the

presentation of a reasonable invoice.



2. Discussion of annual results and dividend distribution

The AGM decided to accept the Board's proposal on profit distribution,

according to which the profit for the financial period, EUR 2,056,691.01, will
be 

added to the previous financial periods' profit funds, with a 0.02 EUR dividend

per share distributed, amounting to EUR 1,531,342.42 in total. Dividends will

be paid to shareholders who have been registered in the company's shareholder

register, maintained by Euroclear Finland Ltd, by the dividend record date of

April 2, 2012. The dividend payment date is April 11, 2012.



3. Board authorization to decide to buy back own shares (treasury shares)

The AGM rescinded its earlier authorization to buy back 7,683,973 of the

company's own shares and authorized the Board to make the decision to buy back

a maximum of 7,688,973 of the company's own shares, in one or more

installments, using the company's unrestricted equity, in which case any

buyback will reduce the amount of the company's distributable earnings.

The compensation paid for the shares purchased under this authorization must be

based on the price of a share in the company in public trading in such a manner

that the minimum price of the purchased shares equals the lowest market price

quoted in public trading during the authorization period, and, similarly, their

highest price equals the highest market price quoted in public trading during

that period.

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 transfer or cancel them.

The company may buy back shares on the basis of:

a) A bid submitted to all shareholders on equal terms and conditions in

proportion to their current holdings of company shares and at the same price,

as decided by the Board of Directors, or

b) Public trading in marketplaces whose rules and regulations allow the company

to trade in its shares. In such a case, the company buys back shares in a

proportion other than that of its shareholders' holdings in company shares.

The authorization will be valid until April 30, 2013.



4. Board authorization to decide on a share issue and grant special rights

related to shares

The AGM decided to rescind the Board's valid unexercised share-issue

authorizations. The AGM authorized the Board of Directors to decide to issue a

maximum of 30,000,000 shares or to grant special rights (including stock

options) entitling the holders to shares, as referred to in Section 1 of

Chapter 10 of the Limited Liability Companies Act, in one or several tranches.

This authorization was granted for use to finance and implement any corporate

acquisitions or other transactions planned, to implement the company's

share‑based incentive plans, or for other purposes determined by the Board.

It was decided that the authorization shall grant the Board the right to decide

on all terms and conditions governing said share issue and the granting of

special rights, including the subscribers or the grantees of said special

rights and the consideration payable. Moreover, the authorization also includes

the right to waive shareholders' preemption rights, thus enabling private

placement of shares. The Board's authorization covers both the issue of new

shares and the transfer of any shares held by the company.

This authorization will be valid until April 30, 2013.



Revenio Group Corporation

Olli-Pekka Salovaara

President and CEO



For further information, please contact:

Olli-Pekka Salovaara, President & CEO, at +358 40 567 5520 (cell) or

olli-pekka.salovaara@revenio.fi

http://www.revenio.fi



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 Ltd 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.