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Revenio Group Oyj — AGM Information 2021
Mar 17, 2021
3236_rns_2021-03-17_07a6008b-5905-415a-9d9d-0eb26c1f7eca.html
AGM Information
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Revenio Group Corporation: Decisions by the Annual General Meeting
Revenio Group Corporation: Decisions by the Annual General Meeting
Revenio Group Corporation, Stock Exchange Release, March 17, 2021 at 17.50
Decisions by the Annual General Meeting of Revenio Group Corporation on March 17, 2021
1. Financial statements, Board and Auditors
The AGM confirmed the company's financial statements for the financial year 1 January – 31 December 2020 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 Pekka Rönkä, Ann-Christine Sundell, Pekka Tammela, Arne Boye Nielsen and Bill Östman as members of the Board of Directors. 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 Board of Directors also decided the members of Nomination and Remuneration Committee and re-elected Ann-Christine Sundell, Arne Boye Nielsen and Bill Östman. The Board of Directors elected Ann-Christine Sundell as Chair of the Nomination and Remuneration 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 for members of the Board or Board Committees per Board or Committee meeting and EUR 300 per telephone conference, yet so that the aforementioned attendance allowance for the Board and Committee meetings for Board and Committee members who live outside Finland and travel to Finland for the meeting is EUR 1,200.
Any travel expenses of the members of the Board or Board Committees will be compensated in accordance with the company’s travel expense regulations.
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 13,655,019.23, will be added to retained earnings, and a dividend of EUR 0.32 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 19, 2021. The dividend payment date is March 26, 2021.
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 1,332,947 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, 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, 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 maximum 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 2022, yet no further than until June 30, 2022. This authorization shall supersede the authorization granted at the Annual General Meeting of June 8, 2020.
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 1,332,947 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 2022, yet no further than until June 30, 2022. This authorization shall supersede the authorization granted at the Annual General Meeting of June 8, 2020.
Revenio Group Corporation
Board of Directors
For further information, please contact:
CEO Jouni Toijala, tel. +358 50 484 0085
www.revenio.fi
DISTRIBUTION:
Nasdaq Helsinki
Financial Supervisory Authority (FIN-FSA)
Main media
www.revenio.fi
Revenio Group in brief
Revenio is an internationally operating health technology corporation and a globally leading supplier of ophthalmic devices. Revenio Group's eye diagnostics solutions include tonometers, retinal imaging apparatus and perimeters under the iCare brand. The main tool for the detection and diagnosis of glaucoma and its monitoring during treatment are intraocular pressure measurement (tonometry), retinal imaging, and visual field tests (perimetry).
The Revenio Group consists of Revenio Group Corporation, Icare Finland Oy, Icare USA Inc., Revenio Italy S.R.L, CenterVue SpA, Revenio Research Oy, Done Medical Oy and Oscare Medical Oy.
In 2020, Revenio Group's net sales totalled EUR 61.1 million, with its net operating profit standing at EUR 17.1 million. Revenio Group Corporation's shares are listed on Nasdaq Helsinki with the trading code REG1V.
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