Revenio Group Corporation: Decisions by the Annual General Meeting on 19.3.2015
Revenio Group Corporation Stock Exchange Release 19.03.2015 at 17:15
Decisions by the Annual General Meeting of Revenio Group Corporation on 19.3.2015 1. Financial Statements, Board and Auditors The AGM confirmed the company's financial statements for the financial year 1 January - 31 December 2014, 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 Rolf Fryckman, Ari Kohonen, Pekka Rönkä, Kyösti Kakkonen and Pekka Tammela as board members. In its meeting held after the AGM, the Board of Directors re-elected Pekka Tammela as chairman. The AGM decided that the Chairman of the Board be entitled to an annual emolument of EUR 36,000 and the other Board members to an annual emolument of EUR 18,000. 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 re-elected PricewaterhouseCoopers Oy, Authorized Public Accountants, as the company's auditors with Samuli Perälä, 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 1,047,421.70, will be added to retained earnings, and a dividend of EUR 0.45 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 23, 2015. The dividend payment date is March 30, 2015. 4. Authorizing the Board of Directors to decide to repurchase the Company's own shares The AGM rescinded its earlier authorization to buy back 785,047 of the company's own shares and authorized the Board to make the decision to buy back a maximum of 793,207 of the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 company distributable earnings. The company may buy back shares in order to develop its capital structure, to finance and implement any corporate acquisitions or other transactions, and to 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. in public trading on marketplaces whose rules and regulations allow the Company to trade in its own shares. In such a case, the Company will buy 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. This authorization will be valid until April 30, 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 of Directors to decide on the issuance, following the approval of the reverse share split, of a maximum of 793,207 shares or to grant special rights (including stock options) conferring entitlement 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 the purpose of financing and implementing any prospective corporate acquisitions or other transactions, implementing the company's share-based incentive plans, or for other purposes determined by the Board. The authorization encompasses the Board's right to decide on all terms and conditions governing said share issue and the granting of special rights, including the subscribers or grantees of said special rights and the payable consideration. Moreover, the authorization also includes the right to waive shareholders' pre-emptive subscription rights, thus enabling private placement of shares. The Board's authorization covers both the issue of new shares and the transfer of any treasury shares possibly held by the Company. The Board proposes that the authorization be valid until April 30, 2016. 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 20, 2014. 6. Amendment of the Articles of Association The AGM decided to amend section 2 of the Articles of Association as follows: "The company engages in the trade, intermediation, research, product development, commercialization and marketing of devices and equipment, products, methods and services related to health care and health technology, training and consulting related to health care, sales of expert services, and other business related or comparable to the health care sector. The company may act as a Group parent company and produce administration services, engage in other business operations, own and manage real estate and securities and other financial instruments, and trade in them. The company may engage in the aforementioned activity either directly or through subsidiaries and associated companies." Revenio Group Corporation Board of Directors For further information, please contact: President & CEO Olli-Pekka Salovaara, tel. +358 40 567 5520 olli-pekka.salovaara@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 health tech group whose core business lies in tonometers. The Revenio Health Tech segment comprises the business operations of Icare Finland Oy and Oscare Medical Oy, which specializes in osteoporosis screening and assessment. In addition, Revenio has identified new growth opportunities relating to health tech in which common denominators are screening, follow-up and the global need to make cost savings in health care through preventive measures. Revenio seeks vigorous growth in health technology, both organically and through acquisitions and mergers. In 2014, the Revenio Group's net sales totaled MEUR 16.0, with its operating margin for continuing operations standing at 27,5%. The Revenio Group Corporation is listed on Nasdaq Helsinki.