Revenio Group Corporation: Decisions by the Annual General Meeting
Revenio Group Corporation: Stock Exchange Release, June 8, 2020 at 15.40
Decisions by the Annual General Meeting of Revenio Group Corporation on June 8, 2020
1. Financial statements, Board and Auditors
The AGM confirmed the company's financial statements for the financial year 1 January – 31 December 2019 and discharged the members of the Board of Directors and the Managing Director from liability.
The AGM decided that six members be elected to the Board of Directors and re-elected Pekka Rönkä, Kyösti Kakkonen, Ann-Christine Sundell, Pekka Tammela and Arne Boye Nielsen and Bill Östman be elected as new Board members. In the board meeting held after the AGM, the Board of Directors elected Pekka Rönkä as Chair of the Board. The Board of Directors also decided the members of Audit Committee and re-elected Pekka Rönkä, Pekka Tammela and Ann-Christine Sundell. The Board of Directors elected Pekka Tammela as Chair of the Audit Committee.
The AGM decided that the Chairman of the Board be entitled to an annual emolument of EUR 48,000, the Board Members who act as the Chairman of the Committee be entitled to an annual emolument of EUR 30,000 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 be comprised of a monetary payment.
The AGM further decided that an attendance allowance of EUR 600 per meeting and EUR 300 per telephone meeting will be paid to members of Board and prospective committees.
The AGM re-elected Deloitte Ltd, Authorized Public Accountants, as the company's auditors, with Authorized Public Accountant (KHT) Mikko Lahtinen acting as the principal auditor. The AGM decided to pay the auditors’ fees as invoiced and approved by the company.
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 parent company’s profit for the financial period, EUR 11,494,043.37, will be added to retained earnings, and a dividend of EUR 0.30 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 June 10, 2020. The dividend payment date is June 17, 2020.
3. Authorizing the Board of Directors to decide to repurchase the Company's own shares
The AGM authorized 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, 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 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 highest price equals the highest market price quoted in public trading during that period.
The authorization is effective until the end of the Annual General Meeting held in 202, yet no further than until June 30, 2021. This authorization shall supersede the authorization granted at the Annual General Meeting of 20 March 2019.
4. Authorizing the Board of Directors to decide on a share issue and on granting stock options and other special rights entitling to shares
The Annual General Meeting decided to 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 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 grants 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 authorization is effective until the end of the Annual General Meeting held in 2021, yet no further than until June 30, 2021. This authorization shall supersede the authorization granted at the Annual General Meeting of March 20, 2019.
Revenio Group Corporation
Board of Directors
For further information, please contact:
CEO Jouni Toijala, tel. +358 50 484 0085
jouni.toijala@revenio.fi
www.revenio.fi
DISTRIBUTION:
Nasdaq Helsinki
Financial Supervisory Authority (FIN-FSA)
Main media
www.revenio.fi
Revenio Group in brief
Revenio, a health technology group operating in the international markets, is one of the global leaders in ophthalmic appliances.
The Revenio Group consists of Revenio Group Oyj, Icare Finland Oy, Icare USA Inc., Revenio Italy S.R.L, CenterVue SpA, Revenio Research Oy, Done Medical Oy and Oscare Medical Oy.
The common denominators of Revenio's business operations include patient-oriented 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 aim is to improve the quality of life through health technology solutions which enable more effective diagnostics. Revenio Group’s focus is on the early detection of glaucoma, diabetic retinopathy and macular degeneration, and the monitoring of these during the treatment process. Revenio Research concentrates on the commercialization of systems supporting the diagnosis of and treatment planning for skin cancer and asthma.
In 2019, Revenio Group's net sales totalled EUR 49.5 million, with its net operating profit standing at 25.5%. Revenio Group Corporation is listed on Nasdaq Helsinki.