NOTICE OF ANNUAL GENERAL MEETING
Notice is given to the shareholders of
The Board of Directors of the company has resolved on an exceptional meeting procedure, including a temporary deviation from the Limited Liability Companies Act by virtue of, inter alia, the act (375/2021) on limiting the spread of the COVID-19 epidemic. In order to contain the spread of the COVID-19 pandemic, the Annual General Meeting will be held without the presence of the shareholders or their proxy representatives. This is necessary in order to ensure the health and safety of the company’s shareholders, personnel and other stakeholders as well as to organize the meeting in a predictable way allowing equal means for shareholders to participate. For these reasons, shareholders and their proxy representatives can participate in the meeting and exercise shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. Further instructions are provided below in this notice in section C Instructions for the participants in the General Meeting.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
The following matters will be considered at the General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-Law
Should
3. Election of person to scrutinize the minutes and to supervise the counting of votes
Attorney-at-Law Jarkko Hankaa will scrutinise the minutes and supervise the counting of votes at the meeting.
Should Jarkko Hankaa be prevented from acting as the person to scrutinize the minutes and to supervise the counting of votes for a weighty reason, the Board will appoint another person it deems most suitable to act as the person to scrutinize the minutes and to supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
All shareholders attending who have voted in advance and who in accordance with Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act are entitled to attend the meeting will be recorded to have attended the meeting. The list of votes will be adopted on the basis of information provided by
6. Presentation of the financial statement, the report of the Board of Directors, and the auditor’s report for the year 2021
Since the Annual General Meeting may only be attended through advance voting, the report of the Board of Directors, the financial statements and the auditor’s report, published by the company on
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes to the General Meeting that a dividend of
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the Remuneration Report for governing bodies
Since the Annual General Meeting may only be attended through advance voting, the remuneration report published by the company on
11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses
The Board of Directors proposes on the recommendation of the
The Board of Directors proposes on the recommendation of the
On the recommendation of the
Any travel expenses of the members of the Board or Board Committees will be compensated in accordance with the company’s travel expense regulations.
12. Resolution on the number of members of the Board of Directors
The Board of Directors proposes on the recommendation of the
13. Election of the members of the Board of Directors
The Board of Directors proposes on the recommendation of the
All proposed members have given a consent to their election and are independent of the company and its significant shareholders.
Board member candidates are introduced on the company’s website at the address https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes on the recommendation of the Board’s Audit Committee that remuneration for the auditor be paid against the auditor’s invoice approved by the company.
15. Election of the auditor
The Board of Directors proposes on the recommendation of the Board’s Audit Committee that authorized public accountants
16. Authorizing the Board of Directors to decide on the acquisition of own shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on the acquisition or accepting as pledge of a maximum of 1,334,055 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 or implement any corporate acquisitions or other transactions, implement share-based incentive plans, pay board fees 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, i.e. in a proportion other than its shareholders’ holdings of company shares, with the consideration paid 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 their maximum price equals the highest market price quoted in public trading during that period.
The authorisation is proposed to be effective until the end of the Annual General Meeting held in 2023, yet no further than until
17. Authorizing the Board of Directors to decide on a share issue and on granting stock options and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on issuing a maximum of 1,334,055 shares in a share issue or by 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 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 the share issue and the granting of said special rights, including on the recipients of the shares or special rights and the amount of payable consideration. The authorization also includes the right to issue shares by deviating from the shareholders’ pre-emptive rights, i.e. in a directed manner. The authorization of the Board covers both the issue of new shares and the assignment of any shares that may be held in the company’s treasury.
The authorisation is proposed to be effective until the closing of the Annual General Meeting held in 2023, yet no further than until
18. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
This notice containing all of the Board’s proposals on the agenda of the Annual General Meeting is available on Revenio Group Corporation’s website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting. The financial statement, the report of the Board of Directors and the auditor’s report as well as the remuneration report of
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
In order to contain the spread of the COVID-19 pandemic, the Annual General Meeting will be held so that the shareholder or their proxy representative cannot be present at the venue. This is necessary in order to ensure the health and safety of the company’s shareholders, personnel and other stakeholders as well as to organize the meeting in a predictable way allowing equal means for shareholders to participate. Shareholders and their proxy representatives can participate in the meeting and exercise their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance.
The video link and password for following the meeting remotely will be sent by email and as a text message to the email address and mobile phone number given in connection with registering for the meeting. Following the meeting remotely is only available for shareholders who are registered by the record date. Shareholders following the meeting remotely are not considered to attend the General Meeting. The list of votes of the General Meeting and the voting results are determined solely on the basis of the advance voting.
1. Shareholders registered in the shareholders’ register
Shareholders who are on the record date of the General Meeting, Tuesday
2. Registration and advance voting
The registration period and advance voting period commence on Tuesday
In connection with the registration, requested information such as the name, date of birth and contact information of the shareholder, must be provided. Personal data provided by the shareholders to
Shareholders whose shares are registered in their Finnish book-entry account can register and vote in advance on the matters on the agenda of the General Meeting during the period
a) through the company’s website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting
Electronic registration and advance voting require strong identification by the shareholder or their legal representative or proxy with a Finnish or Swedish bank code or mobile ID. The terms and other instructions concerning electronic voting are available on the company’s website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting.
b) via mail or email
Shareholders may submit the advance voting form available on the company’s website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting to
The shareholder’s advance votes will be taken into consideration provided that the shareholder submits a duly completed and signed advance voting form and any appendices required according to the instructions given in the form before the expiry of the registration period and advance voting. Submitting a duly completed form as described above is considered to include both the registration and advance voting.
The terms and other instructions concerning voting by mail or e-mail are available on the company’s website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting. Further information relating to registration and advance voting is available by telephone during the registration period for the General Meeting at the number +358 10 2818 909 on weekdays from
3. Proxy representative and proxy documents
A shareholder may participate in a General Meeting by way of proxy representation. A proxy representative of a shareholder must also vote in advance in the manner described in this notice.
The proxy representatives must identify themselves in the electronic registration service and for advance voting personally by strong identification, after which they will be able to register and vote in advance on behalf of the shareholder they represent. The representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. The right of legal representation can be demonstrated by utilising the suomi.fi e-Authorizations service available in the electronic registration service. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should primarily be delivered as attached files in connection with electronic registration and advance voting or alternatively by mail to the address
Delivery of a proxy document and advance votes to
4. Holders of nominee-registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which they on the record date of the General Meeting, i.e. on Tuesday
A holder of nominee-registered shares is advised to request, without delay, necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account management organisation of the custodian bank shall register a holder of nominee-registered shares who wishes to participate in the General Meeting into the temporary shareholders’ register of the company at the latest by the time stated above. In addition, the account management organisation of the custodian bank must arrange voting in advance on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares.
Further information on these matters is also available on the company’s website https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting.
5. Other instructions and information
Shareholders holding at least one hundredth of all the shares in the company have the right to make a counterproposal to the resolution proposals on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the company by e-mail to info@revenio.fi by Monday
A shareholder may present questions on the matters on the agenda of the meeting pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act until Friday
The information concerning the Annual General Meeting required under the Companies Act and the Securities Market Act is available at the address https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting.
On the date of this notice of the General Meeting,
Changes in shareholding after the record date of the General Meeting, i.e.
Additional information on the arrangements concerning the Annual General Meeting is available at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting.
Vantaa on
BOARD OF DIRECTORS
Further information:
CEO
tel. +358 50 484 0085
jouni.toijala@revenio.fi
www.revenio.fi
DISTRIBUTION:
Main media
www.revenio.fi
In 2021, the Group’s net sales totaled
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