DECISIONS BY THE ANNUAL GENERAL MEETING OF REVENIO GROUP CORPORATION
Revenio Group Corporation STOCK EXCHANGE RELEASE 8 April 2010 at 6.45 p.m.
DECISIONS BY THE ANNUAL GENERAL MEETING OF REVENIO GROUP CORPORATION Revenio Group Corporation's Annual General Meeting of 8 April 2010 has decided the following: 1. Financial statements, board and auditors The AGM confirmed the company's financial statements for the financial year 1 January - 31 December 2009, and discharged the members of the Board of Directors and the Managing Director from liability. The AGM re-elected Jyri Merivirta, Pekka Tammela and Timo Mänty as board members while also appointing Rolf Fryckman as a member. Rolf Fryckman is the Board Chairman of Eyemaker's Finland Oy, the second largest shareholder in Revenio. At its meeting held after the AGM, the Board of Directors elected Jyri Merivirta as Board Chairman. The Annual General Meeting decided that Board members be entitled to an annual emolument of EUR 36,000 and the Chairman to an annual emolument of EUR 60,000, in such a way, however, that if a member holds a minimum of a 5 per cent stake in Revenio Group Corporation, either directly or through a company in which (s)he has a minimum holding of 50 per cent, (s)he is not entitled to a separate emolument. A total of 40 per cent of Board members' emoluments will be settled in the form of company shares, while 60 per cent will comprise a monetary payment. The AGM re-elected PricewaterhouseCoopers Oy, Authorized Public Accountant, 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 2,015,787.66 will be added to the previous financial periods' profit funds, with a EUR 0.01 dividend per share distributed, amounting to EUR 768,397.30. Dividends will be paid to shareholders who have been registered in the company's shareholder register, maintained by Euroclear Finland, by the dividend record date on 13 April 2010. The dividend payment date is 20 April 2010. 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 Board authorization to decide to buy back own shares (treasury shares) The AGM rescinded its earlier authorization to buy back 7,683,973 of its own shares and authorized the Board to make the decision to buy back a maximum 7,683,973 of its own shares, in one or more installments, using company unrestricted equity, in which case any buyback will reduce the amount of company distributable earnings. The compensation paid for the shares purchased under this authorization must be based on the price of a company share 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 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, decided by the Board of Directors; or b) Public trading on marketplaces, whose rules and regulations allow the company to trade in its shares. In such a case, the company buys back shares in proportion, other than its shareholders' holdings in Company shares. The authorization will be valid until 30 April 2011. 4. 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 to shares, under §1 of Section 10 of the Companies Act, in one or several tranches. This authorization was granted 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. It was decided that the authorization also grants the Board the right to decide on all terms and conditions governing said share issue and the granting of said special rights, including subscribers or the grantees of said special rights and the payable consideration. Moreover, the authorization also includes the right to waive the shareholders' pre-emption rights, thus enabling private placement of shares. The Board's authorization covers both the issue of new shares and the transfer of any shares possibly held by the company. This authorization will be valid until 30 April 2011. --------------- Revenio Group Corporation Olli-Pekka Salovaara President and CEO For further information, please contact: Olli-Pekka Salovaara, President & CEO, mobile +358 040 5675520 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 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. These subsidiaries are Done Information Oy, Done Logistics Oy, Icare Finland Oy, Boomeranger Boats Oy, Finnish Led-Signs Oy and Midas Touch Oy.