Revenio Group Oyj - Notice to general meeting

Revenio Group Corporation: Notice of the Annual General Meeting of Revenio Group Corporation

Revenio Group Corporation, Stock Exchange Release, March 1, 2017 at 9:00

Notice of the Annual General Meeting of Revenio Group Corporation

Notice is given to the shareholders of Revenio Group Corporation of the Annual
General Meeting to be held on Wednesday, March 22, 2017, at 4.30 p.m. at
Finlandia Hall, Congress wing Hall A, Mannerheimintie 13 e, FI-00100 Helsinki,
Finland (entrances M1 and K1). The reception of persons who have registered for
the meeting and the distribution of voting tickets will commence at 3.30 p.m.

After the annual general meeting is held, the shareholders will have the
opportunity to meet the CEO&President and members of the management team of the
Revenio Group Corporation at a coffee event.

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. Presentation of the annual accounts, the Report of the Board of Directors,
and the auditor's report for the year 2016

- Review by the President and CEO

7. Adoption of the annual accounts

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

The Board of Directors proposes to the AGM that a per-share dividend of EUR
0.74 be paid for the financial year 2016. The dividend is paid to those
shareholders who, on the dividend record date of March 24, 2017, are entered as
shareholders on the Company's shareholder register as held by Euroclear Finland
Ltd. The Board proposes that the dividend payment date be March 31, 2017.

9. 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 2018 be as follows: EUR 48,000 for the Chair and EUR 24,000 for the
members of the Board of Directors. 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
Company's travel expense regulations.

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 14.86 percent of all shares and voting
rights in the Company have informed the Company that they will propose that
Kyösti Kakkonen, Ari Kohonen, Pekka Rönkä, Ann-Christine Sundell and Pekka
Tammela shall be re-elected as members of the 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 invoice approved by the Company.

14. Election of the auditor

The Board of Directors proposes that authorised public accountants Deloitte &
Touche Oy, who have named Authorized Public Accountant Elina Reilander as the
chief auditor, be elected as the auditor. The presentation of Elina Reilander is
available at Revenio Group Corporation's website www.revenio.fi.

15. Authorizing the Board of Directors to decide to repurchase the Company's own
shares

The Board of Directors proposes that the AGM authorize the Board to decide to
repurchase a maximum of 797,940 of the Company's own shares in one or several
tranches using the Company's non-restricted equity capital.

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 in public trading on marketplaces whose rules
and regulations allow the Company to trade in its own 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, 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 Board proposes that the authorization be valid until April 30, 2018. This
authorization shall supersede the buyback authorization granted at the AGM of
March 15, 2016.

16. Authorization to the Board of Directors 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 on a
share issue of a maximum of 797.940 shares or to grant special rights (including
stock options) entitling holders to shares as referred to in Chapter 10 Section
1 of the Companies Act, in one or several tranches.

This authorization is proposed to 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 authorization is also proposed to 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
payable consideration. The authorization also includes the right to waive
shareholders' pre-emptive subscription rights and covers the issue of new shares
and the transfer of any shares that may be held by the company.

The Board proposes that the authorization be valid until April 30, 2018. 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 15, 2016.

17. Reduction in share premium reserve

The Board of Directors proposes that the share premium reserve included in
restricted equity in the parent company's balance sheet as per December
31, 2016 be reduced by transferring all funds, EUR 2,439,301.82 to the company's
reserve for invested non-restricted equity.

Share premium reserve is included in restricted equity, which is subject to
usage limitations. After the proposed reduction, the assets would be included in
non-restricted equity, which would permit a more flexible capital structure and
thereby more efficient use of the company's assets.

The reduction in the share premium reserve involves no compensation and does not
affect the number of company shares, shareholders' rights, or the proportional
ownership of shareholders. Entry into force of the proposed reduction requires a
public announcement and registration by Finnish Patent and Registration Office.
The Board of Directors will make decisions regarding all practicalities related
to the reduction of the share premium reserve.

18. Closing of the meeting



B. Documents of the 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.revenio.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 1, 2017. 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 5, 2017 at
the latest.



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 10, 2017, 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
17, 2017 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.revenio.fi

b) via e-mail to elina.kari@revenio.fi 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
or business ID, 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 registrations. Shareholders, their representatives or
proxy representatives must be able to prove their identity and/or proxy
authorization at the meeting venue when requested.

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 10, 2017, 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
17, 2017, 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 instructions pertaining to registration in the temporary shareholder
register, the issuing of proxy documents, 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 attorney or shall otherwise in a reliable manner
prove that he/she is authorized to represent the shareholder. 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, March 1, 2017, the total number of shares in Revenio
Group Corporation is 7,979,406, representing the same number of votes.



Vantaa, March 1, 2017

REVENIO GROUP CORPORATION
BOARD OF DIRECTORS


For further information, please contact:
CEO Timo Hildén
Telephone: +358 40 580 4774
timo.hilden@revenio.fi
www.revenio.fi

DISTRIBUTION:
Nasdaq Helsinki
Financial Supervisory Authority
Principal media
www.revenio.fi


The Revenio Group in brief

Revenio is a Finnish, globally operating health technology corporation whose
worldwide success is based on intraocular pressure measurement technology that
has a strong patent. Revenio Group consists of, in addition to the parent
company, Icare Finland Oy which focuses on intraocular pressure measurement
technology and its fully owned subsidiary Icare USA Inc., research and
development company Revenio Research Oy and Oscare Medical Oy, in which Revenio
holds a 53.5% interest. The common denominators of Revenio's business operations
include screening, follow-up, and the global need to make cost savings through
preventive health care.

Revenio seeks vigorous growth in health technology. Revenio aims to develop 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 is on the early detection of glaucoma, osteoporosis, skin cancer, and
asthma, and the monitoring of these during the treatment process.

In 2016, Revenio Group's net sales totaled MEUR 23.4, with its operating margin
for continuing operations standing at 30.1% from continuous operations. Revenio
Group Corporation is listed on Nasdaq Helsinki.



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