DECISIONS BY THE ANNUAL GENERAL MEETING OF REVENIO GROUP CORPORATION
Revenio Group Corporation STOCK EXCHANGE RELEASE March 31, 2011, at 5.20:pm
DECISIONS BY THE ANNUAL GENERAL MEETING OF REVENIO GROUP CORPORATION
Revenio Group Corporation’s Annual General Meeting of March 31, 2011, has decided the following:
1. Financial statements, Board, and auditors
The AGM confirmed the company’s financial statements for the January 1 – December 31, 2010, 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 reelected Rolf Fryckman, Timo Mänty, and Pekka Tammela as Board members while also appointing Matti Hyytiäinen and Julia Ormio as members. Hyytiäinen is the president and CEO of Etteplan Oyj, and Ormio holds the title Senior Legal Counsel of Outotec Oyj.
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 243,391.03, will be added to the previous financial periods’ profit funds, with a 0.02 EUR dividend per share distributed, amounting to EUR 1,536,794.60 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 5, 2011. The dividend payment date is April 12, 2011.
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The AGM rescinded its earlier authorization to buy back 7,683,973 of the company’s own shares and authorized the Board to make the decision to buy back a maximum of 7,683,973 of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, 2012.
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, 2012.
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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
DISTRIBUTION:
NASDAQ OMX Helsinki
Financial Supervisory Authority (FIN-FSA)
Key media
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 seven independent subsidiaries, in five business areas. These subsidiaries are Done Information Oy, Done Logistics Oy, Done Software Solutions Oy, Icare Finland Oy, Boomeranger Boats Oy, Finnish Led-Signs Oy, and Midas Touch Oy.