Revenio Group Corporation: DECISIONS BY THE ANNUAL GENERAL MEETING ON 21.3.2013
Revenio Group Corporation STOCK EXCHANGE RELEASE 21.03.2013 at 2.15 p.m.
DECISIONS BY THE ANNUAL GENERAL MEETING OF REVENIO GROUP CORPORATION ON
21.3.2013
1. Financial statements, Board and auditors
The AGM confirmed the company's financial statements for the financial year 1
January - 31 December 2012, and discharged the members of the Board of Directors
and the Managing Director from liability.
The AGM decided that three members be elected to the Board of Directors and re-
elected Rolf Fryckman and Pekka Tammela as board members, while also appointing
Ari Kohonen as a member.
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 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. 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 1,545,444.10, will be added to
retained earnings, and a dividend of EUR 0.02 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 26, 2013. The dividend payment date is April 4, 2013.
The Board of Directors proposed that the Annual General Meeting authorize the
Board of Directors to distribute funds to shareholders, at its own discretion,
as a capital repayment from the invested unrestricted equity reserve. The
maximum amount of equity distributed to shareholders on the basis of the
authorization would be EUR 1,000,000.00. The authorization will be valid until
the beginning of the next Annual General Meeting.
3. Reverse share split under Chapter 15 Section 9 of the Companies Act and the
related share redemption in a proportion other than shareholder's holdings
The Board decided that the number of Company shares be decreased, without
decreasing the share capital, by means of a reverse share split which merges ten
(10) existing shares into one (1) new share for the purposes set out in Chapter
15 Section 9 of the Companies Act and in observance of the procedure specified
therein.
The purpose of the reverse share split is to improve the share trading
conditions and price formation, and to increase the value of individual shares.
The Board therefore holds that the company has a weighty financial reason for
the proposed reverse share split and the related share redemption.
The reverse share split will be accomplished by redeeming from each shareholder
a number of shares determined in accordance with a redemption ratio of 9/10,
i.e. nine (9) out of every ten (10) shares will be redeemed. The shares in
excess of the nearest integer divisible by ten will additionally be redeemed
from shareholders whose holding is not divisible by ten on the record date of
the reverse share split (rounding). The number of shares shall be evaluated
separately for each book-entry account.
The redemption will be carried out without compensation, with the exception of
payment based on rounding as referred to in Chapter 15 Section 9 of the
Companies Act. Furthermore, the redemption will be carried out as specified in
the section referred to above in a proportion other than the shareholders'
holdings. Shares redeemed in connection with the reverse share split will, with
the exception of excess shares that are redeemed due to rounding, be cancelled,
combined with each other and sold. Subsequent to the reverse share split, the
Company will, without delay and on behalf of the shareholders concerned, sell in
public trading, as regulated, the combined excess shares redeemable due to the
aforementioned rounding. The funds derived from the share sales will be paid to
the shareholders in proportion to the differences obtained by subtracting, from
the number of shares redeemable from each shareholder, the number of shares
redeemable in the absence of rounding. Interest at the reference rate valid from
time to time as provided by Section 12 of the Interest Act will be paid on the
funds for the period between the share redemption date and the date of
remittance of the funds. The record date of the reverse share split, according
to which the right to the funds derived from shares sold on the basis of
rounding is determined, is March 27, 2013. The redeemed shares will be cancelled
and the number of shares after the reverse share split will be entered in the
Trade Register on March 27, 2013. The implementation of the reverse share split
and the related redemption will be registered in the shareholder's book-entry
accounts and trading in the post-reverse split shares will commence on March
28, 2013, upon the completion of the reverse share split. The funds derived from
shares sold on the basis of rounding will be paid to shareholders on or around
April 8, 2013 provided that the sale of all shares can be accomplished by March
28, 2013 at the latest. If not, the payment of fractions will take place on the
fifth banking day following the execution of the final sale.
This arrangement will require no action from shareholders.
4. Authorizing the Board of Directors to decide to repurchase the Company's own
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 771,107 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 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, 2013.
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 3,000,000 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, 2014. 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 28, 2012.
Revenio Group Corporation
Board of Directors
For additional information:
Juha Kujala, Development Manager, +358 40 7349017
juha.kujala@revenio.fi
http://www.revenio.fi
