Revenio Group Corporation: Decisions by the Annual General Meeting
Revenio Group Corporation, Stock Exchange Release, March 22, 2017 at 18:20
Decisions by the Annual General Meeting of Revenio Group Corporation on March 22, 2017
1. Financial statements, Board and Auditors
The AGM confirmed the company's financial statements for the financial year 1 January - 31 December 2016, and discharged the members of the Board of Directors and the Managing Director from liability.
The AGM decided that five members be elected to the Board of Directors and re-elected Ari Kohonen, Pekka Rönkä, Kyösti Kakkonen, Ann-Christine Sundell and Pekka Tammela as board members. In its meeting held after the AGM, the Board of Directors re-elected Pekka Tammela as Chair of the Board.
The AGM decided that the Chairman of the Board be entitled to an annual emolument of EUR 48,000 and the other Board members to an annual emolument of EUR 24,000.
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 elected Deloitte & Touche Oy, Authorized Public Accountants, as the company's auditors with Elina Reilander, Authorized Public Accountant, acting as the principal auditor. The AGM decided to compensate the auditors, upon the presentation of a reasonable invoice.
2. Annual profit distribution, dividend distribution and capital repayment
The AGM decided to accept the Board's proposal on profit distribution, according to which the profit for the financial period, EUR 8,099,312.66, will be added to retained earnings, and a dividend of EUR 0.74 per share will be paid. 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 on March 24, 2017. The dividend payment date is March 31, 2017.
4. Authorizing the Board of Directors to decide to repurchase the Company's own shares
The AGM rescinded its earlier authorization to buy back 795,392 of the company's own shares and authorized the Board to make the decision to buy back a maximum of 797,940 of the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.
This authorization will be valid until April 30, 2018. This authorization shall supersede the buyback authorization granted at the AGM of March 15, 2016.
5. Authorizing the Board of Directors to decide on a share issue and on the granting of stock options and other special rights conferring entitlement to shares
The AGM authorized 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.
This authorization will 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.
6. Reduction in share premium reserve
The AGM decided to reduce the share premium reserve included in restricted equity in the parent company Revenio Group Corporation's balance sheet as per December 31, 2016 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.
Revenio Group Corporation
Board of Directors
For further information, please contact:
President & CEO Timo Hildén, tel. +358 40 580 4774
timo.hilden@revenio.fi
www.revenio.fi
DISTRIBUTION:
Nasdaq Helsinki
Financial Supervisory Authority (FIN-FSA)
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.