NOTICE OF ANNUAL GENERAL MEETING
Notice is given to the shareholders of
The Board of Directors of the company has resolved on an exceptional meeting procedure under the temporary legislation (Act 290/2020) which entered into force on
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
Attorney-at-Law
Should
3. Election of person to scrutinize the minutes and to supervise the counting of votes
Attorney-at-Law Jarkko Hankaa will scrutinise the minutes and supervise the counting of votes at the meeting.
Should Jarkko Hankaa be prevented from acting as the person to scrutinize the minutes and to supervise the counting of votes for a weighty reason, the Board will appoint another person it deems most suitable to act as the person to scrutinize the minutes and to supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
All shareholders attending who have voted in advance during the voting period and who in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act are entitled to attend the meeting will be recorded to have attended the meeting. The list of votes will be adopted on the basis of information provided by
6. Presentation of the financial statement, the report of the Board of Directors, and the auditor's report for the year 2019
Since the Annual General Meeting may only be attended through advance voting, the report of the Board of Directors and the financial statements containing the auditor's report, published by the company on
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.30 per share be paid for the financial year 2019. The dividend will be paid to shareholders who, on the record date of
9. Resolution on the discharge of the members of the Board of Directors and the Managing Directors from liability
10. Handling of the Remuneration Policy for governing bodies
Since the Annual General Meeting may only be attended through advance voting, the remuneration policy published by the company on
11. 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 members of the Board of Directors to be elected at the General Meeting be paid a remuneration as follows for the term ending upon the 2021 Annual General Meeting:
The Board of Directors proposes that 40 per cent of Board members' annual remuneration (gross) be settled in the form of shares in the Company, while 60 per cent will consist of a monetary payment. Tax will be deducted from the monetary payment, calculated on the amount of the entire annual remuneration. The shares will be transferred to the Board members within two weeks of the release of
The Board of Directors further proposes an attendance allowance of
Any travel expenses of the members of the Board or Board Committees will be compensated in accordance with the company's travel expense regulations.
12. Resolution on the number of members of the Board of Directors
The Board of Directors proposes that six full members be elected to the Board of Directors.
13. Election of the members of the Board of Directors
The Board of Directors proposes that the previous members Pekka Rönkä,
All proposed members have given a consent to their election and are independent of the company and its significant shareholders.
The current Board member candidates are introduced on
14. Resolution on the remuneration of the auditor
The Board of Directors proposes as per the Audit Committee's recommendation that remuneration for the auditor be paid against the auditor's invoice approved by the company.
15. Election of the auditor
The Board of Directors proposes as per the Audit Committee's recommendation that authorized public accountants
16. Authorizing the Board of Directors to decide on the acquisition of own shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on the acquisition of a maximum of 1,329,951 of the company's own shares in one or more tranches using the company's unrestricted equity.
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, pay board fees 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, i.e. in a proportion other than its shareholders' holdings of company shares, with the consideration paid for the shares based on their publicly quoted market price so that the minimum price of the purchased shares equals the lowest market price quoted in public trading during the authorization period, and, similarly, their maximum price equals the highest market price quoted in public trading during that period.
The authorisation is proposed to be effective until the end of the Annual General Meeting held in 2021, yet no further than until
17. Authorizing the Board of Directors to decide on a share issue and on granting stock options and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on issuing a maximum of 1,329,951 shares in a share issue or on granting 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 the share issue and the granting of said special rights, including the subscribers or the recipients of said special rights and the payable consideration. The authorization also includes the right to issue shares by deviating from the shareholders' pre-emptive rights, i.e. by issuing them in a directed manner. The authorization of the Board covers both the issue of new shares and the transfer of any shares that may be held by the company.
The authorisation is proposed to be effective until the end of the Annual General Meeting held in 2021, yet no further than until
18. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
This notice which includes all the Board's proposals on the agenda of the Annual General Meeting is available on
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
In order to contain the spread of the COVID-19 pandemic, the Annual General Meeting will be held so that the shareholder or their proxy representative cannot be present at the venue. This is necessary especially in order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company and to ensure compliance with the current restrictions set by the authorities. It is also not possible for a shareholder or a proxy representative to participate in the meeting by means of real-time telecommunications. Shareholders and their proxy representatives can participate in the meeting and exercise their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance.
1. Shareholders registered in the shareholders' register
Shareholders who are on the record date of the General Meeting, Wednesday
2. Registration and advance voting
The registration period and advance voting period commence on Tuesday
When registering, requested information such as the name, personal identification number, address and telephone number of the shareholder as well as requested information on a possible proxy representative such as the name and personal identification number of the proxy representative must be provided. Personal data provided by the shareholders is used only in connection with the General Meeting and with processing the necessary registrations related to the meeting. Previous notices of participation which have been given for the Annual General Meeting which was convened to be held on
Shareholders with a Finnish book-entry account can register and vote in advance on certain items on the agenda of the General Meeting during the period between
a) through the company's website at https://www.reveniogroup.fi/en/investors/annual-general-meeting-2020;
Please note that the number of the shareholder's book-entry account is required for voting in advance. The terms and other instructions concerning electronic voting are available on the company's website at https://www.reveniogroup.fi/en/investors/annual-general-meeting-2020.
b) via mail or email
Shareholders may submit the advance voting form available on the company's website https://www.reveniogroup.fi/en/investors/annual-general-meeting-2020 to
When submitting a voting form, a representative or proxy of a shareholder must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting.
If a shareholder participates in the General Meeting by delivering votes in advance to
The terms and other instructions concerning voting by mail or e-mail are available on the company's website https://www.reveniogroup.fi/en/investors/annual-general-meeting-2020.
3. Proxy representative and proxy documents
A shareholder may participate in a General Meeting by way of proxy representation. A proxy representative of a shareholder must also vote in advance in the manner described in this notice. The representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. When a shareholder participates in the general meeting by means of several proxy representatives 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 the registration for the general meeting.
Possible proxy documents should be delivered by regular mail to
Delivery of a proxy document and votes in advance to
4. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which they on the record date of the General Meeting, i.e. on Wednesday
A holder of nominee-registered shares is advised to request, without delay, necessary instructions regarding the registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account management organisation of the custodian bank shall register a holder of nominee-registered shares who wishes to participate in the General Meeting into the temporary shareholders' register of the company at the latest by the time stated above. In addition, the account management organisation of the custodian bank must arrange voting in advance on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares.
Further information on these matters is also available on the company's website https://www.reveniogroup.fi/en/investors/annual-general-meeting-2020.
5. Other instructions and information
Shareholders holding at least one hundredth of all shares in the company have the right to make a counterproposal to the proposals for resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to info@revenio.fi by no later than Monday
A shareholder may present questions on the matters on the agenda of the meeting pursuant to Chapter 5, Section 25 of the Companies Act until Monday
The information concerning the Annual General Meeting required under the Companies Act and the Securities Market Act is available on the company's website https://www.reveniogroup.fi/en/investors/annual-general-meeting-2020.
On the date of this notice of the General Meeting
Changes in shareholding after the record date of the General Meeting
Additional information on the arrangements concerning the Annual General Meeting is available at https://www.reveniogroup.fi/en/investors/annual-general-meeting-2020.
In Vantaa on
BOARD OF DIRECTORS
Further information:
CEO and President
tel. +358 40 580 4774
timo.hilden@revenio.fi
www.revenio.fi
DISTRIBUTION:
Main media
www.revenio.fi
The
The common denominators of
In 2019,
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