Revenio Group Oyj — Proxy Solicitation & Information Statement 2018

Feb 22, 2018

Revenio Group Corporation: Notice of the Annual General Meeting of Revenio Group Corporation

Revenio Group Corporation: Notice of the Annual General Meeting of Revenio Group Corporation

Revenio Group Corporation, Stock Exchange Release, 22 February 2018 at
12:00

NOTICE OF GENERAL MEETING

Notice is given to the shareholders of Revenio Group Corporation of the annual
general meeting to be held on Wednesday 20 March 2018 at 4.30 p.m. at Finlandia
Hall, Veranda 2, Mannerheimintie 13e, 00100 Helsinki (entrance M4/K4). The
reception of persons who have registered for the meeting and the distribution of
voting tickets will commence at 3.30 p.m.

After the annual general meeting, the shareholders will have the opportunity to
meet the president and CEO and members of the management team of the Revenio
Group Corporation at a coffee event.

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

3. Election of persons to scrutinise 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

6. Presentation of the financial statement, the report of the Board of
   Directors, and the auditor's report for the year 2017

7. Review by the President and CEO

8. Adoption of the financial statement

9. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend

The Board of Directors proposes to the general meeting that a dividend of EUR
0.78 per share be paid for the financial year 2017. The dividend will be paid to
shareholders who, on the record date of 22 March 2018, are registered in the
company's shareholders' register, held by Euroclear Finland. The Board proposes
that the dividend payment date be 29 March 2018.

1. Resolution on the discharge of the members of the Board of Directors and the
   President and CEO from liability

2. 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 that the remuneration paid to the members of the
Board of Directors to be elected at the annual general meeting for the term
ending upon the closing of the annual general meeting in 2019 be as follows: EUR
48,000 for the Chair and EUR 24,000 for the members of the Board of Directors.

The Board of Directors proposes that approximately 40 percent of Board members'
annual emoluments will be settled in the form of Company shares held by the
Company, while 60 percent will consist of a monetary payment. Tax will be
deducted from the monetary payment, calculated on the amount of the entire
annual emolument.  The shares will be assigned to members of the Board of
Directors within two weeks of when Revenio Group Corporation's interim report
for the period of 1 January - 31 March 2018 has been published, using the mean
price of the company's share weighted with the trading amounts of the trading
day following the interim report.

Any travel expenses will be compensated in accordance with the company's travel
expense regulations.

1. Resolution on the number of members of the board of directors

The Board of Directors proposes that five regular members be elected to the
Board of Directors.

1. Election of the members of the Board of Directors

Shareholders accounting for a total of 21.5 percent of all shares and voting
rights in the company have informed the company that they will propose that
Pekka Tammela, Ari Kohonen, Pekka Rönkä, Kyösti Kakkonen and Ann-Christine
Sundell be re-elected as members of the Board of Directors.

1. Resolution on the remuneration of the auditor

The Board of Directors proposes that remuneration for the auditor be paid
against the auditor's reasonable invoice approved by the company.

1. Election of the auditor

The Board of Directors proposes that authorised public accountants Deloitte &
Touche Ltd, who have named Authorized Public Accountant Merja Itäniemi as the
chief auditor, be elected as the auditor.

1. Share issue without payment (share split)

The Board of Directors proposes to the annual general meeting that, in order to
enhance the liquidity of the company's share, new shares be issued to the
shareholders in proportion to their holdings so that two (2) new shares are
issued per each share (share split). Based on the number of shares as at the
date of this notice (7,979,406), a total of 15,958,812 will be issued. The
shares will be issued to shareholders who are registered in the company's
shareholders' register, maintained by Euroclear Finland, on the record date of
22 March 2018 of the share issue. The share issue without payment shall be
executed in the book-entry system and will not require any actions from the
shareholders. The new shares will generate shareholder rights as of 22 March
2018 when they have been entered in the Trade Register. The new shares will not
entitle their holders to dividend payments as defined above in section 8.

If the proposed share issue is approved and executed, the Board of Directors
shall decide, in accordance with the terms of the company's option scheme 2015,
to amend

• the share subscription price of stock options A, B and C to match the split
  ratio
• the numbers of shares to be subscribed under stock options A, B and C so that
  one stock option entitles its holder to subscribe for three shares
• The subscription price of shares subscribed for under stock options will be
  reduced after the termination of the determination period of the subscription
  price and for dividends decided before the share subscription with the record
  date of 22 March 2018 or earlier by one third (1/3) of their amount.

• The amount of shares that can be subscribed for under the stock options may
  rise by a maximum of 450,000 new shares.

• Authorising the Board of Directors to decide to repurchase the company's own
  shares

If the share issue without payment proposed in section 15 of the notice to the
general meeting is accepted and the new shares registered, the Board of
Directors proposes that the general meeting authorise the Board of Directors to
resolve on the acquisition of a maximum of 2,393,821 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, in
such a manner 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 Board proposes that the authorisation be valid until 30 April 2019. This
authorization shall supersede the buyback authorization granted at the general
meeting of 22 March 2017.

If the Board of Directors does not accept the share issue without payment in
accordance with section 15 of the notice to the general meeting, the Board of
Directors proposes that the buyback authorisation concerns a maximum of 797,940
own shares under terms otherwise set out above.

1. Authorising the Board of Directors to decide on a share issue and the
   issuance of options and other special rights entitling to shares

If the share issue without payment proposed in section 15 of the notice to the
general meeting is accepted and the new shares registered, the Board of
Directors proposes that the annual general meeting authorise the Board of
Directors to decide on a share issue of a maximum of 2,393,821 shares or to
grant 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 said share issue and the granting of special
rights, including the subscribers or the grantees of said special rights and the
payable consideration. The authorization also includes the right to waive
shareholders' pre-emptive subscription rights and covers the issue of new shares
and the transfer of any shares that may be held by the company.

The Board proposes that the authorisation be valid until 30 April 2019. 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
annual general meeting of 22 March 2017.

If the Board of Directors does not accept the share issue without payment in
accordance with section 15 of the notice to the general meeting, the Board of
Directors proposes that the aforementioned share issue authorisation concerns a
maximum of 797,940 shares under terms otherwise set out above.

1. Closing of the meeting

B. Documents of the general meeting

The aforementioned proposals on the agenda of the annual general meeting as well
as this notice are available on Revenio Group Corporation's website at
www.revenio.fi. Revenio Group Corporation's Annual Report, including the
financial statements, Report of the Board of Directors and auditor's report,
will be available on the said website no later than 27 February 2018.The
proposals for resolutions and the other above-mentioned documents will also be
available at the meeting. In addition, copies of these documents and of this
notice will be sent to shareholders upon request. The minutes of the annual
general meeting will be available on the above-mentioned website on 3 April
2018 at the latest.

C. Instructions to meeting participants

1. Shareholders registered in the shareholders' register

Shareholders who are on 8 March 2018 registered in the company's shareholders'
register, held by Euroclear Finland Ltd, have the right to participate in the
general meeting.  Shareholders whose shares are registered on their personal
Finnish book-entry accounts are registered in the company's shareholders'
register.

Shareholders who are registered in the shareholders' register and want to
participate in the general meeting shall register for the meeting no later than
by 4 p.m. 15 March 2018 by giving prior notice of participation, by which time
registration notices need to have been received. Such notice can be given:

a) through the company's website at www.revenio.fi
b) via e-mail to info@revenio.fi or
c) by mail to Revenio Group Corporation, General Meeting, Äyritie 22, FI-01510
Vantaa, Finland.

In connection with the registration, a shareholder shall provide their name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of the proxy representative. The personal data given to Revenio Group
Corporation is used only in connection with the general meeting and with the
processing of related registrations. The shareholder, their authorized
representative or proxy representative shall, where necessary, be able to prove
their identity and/or right of representation.

1. 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 8 March 2018, would be entitled to be registered
in the shareholders' register of the company held by Euroclear Finland
Ltd.Moreover, in order to participate in the annual general meeting, holders of
nominee-registered shares are required to be temporarily registered, based on
such shares, in the shareholders' register held by Euroclear Finland Ltd, no
later than 15 March 2018, at 10:00 a.m. For nominee-registered shares, this
constitutes due registration for the annual general meeting.

A  holder  of  nominee  registered  shares  is  advised  to  request  without
delay  necessary  instructions  regarding  the  registration  in  the
temporary  shareholders'  register  of  the  company,  the  issuing  of proxy
documents and registration for the general meeting from their custodian bank.
The account management  organization  of  the  custodian  bank  has  to
register  a  holder  of  nominee  registered  shares who wants to participate in
the general meeting into the temporary shareholders' register of the company at
the latest by the time stated above.

1. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise their rights
at the meeting by way of proxy representation. A proxy representative shall
produce a dated proxy document or otherwise in a reliable manner demonstrate
their right to represent the shareholder at the general meeting. 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.

Any proxy documents should be delivered as originals to the address Revenio
Group Corporation, Annual General Meeting, Äyritie 22, FI-01510 Vantaa, Finland,
before the last date for registration.

1. Other instructions and information

Pursuant to Chapter 5 Section 25 of the Limited Liability Companies Act, a
shareholder who is present at the general meeting has the right to request
information with respect to the matters to be considered at the meeting.

On  the  date  of  this  notice  to  the  general  meeting  22 February 2018,
the  total  number  of  shares  in  Revenio Group Corporation, and votes
represented by such shares, is 7,979,406.

Vantaa, 22 February 2018

REVENIO GROUP CORPORATION
BOARD OF DIRECTORS

For further information, please contact:
CEO and President Timo Hildén
tel. +358 40 580 4774
timo.hilden@revenio.fi
www.revenio.fi

DISTRIBUTION:
Nasdaq Helsinki Oy
Financial Supervisory Authority (FIN-FSA)
Principal media
www.revenio.fi

The Revenio Group in brief

Revenio is a Finnish, globally operating health technology corporation whose
worldwide success is based on a strongly patented intraocular pressure
measurement technology. The Revenio Group consists of Icare Finland Oy, Revenio
Research Oy and Oscare Medical Oy. The common denominators of Revenio's business
operations include 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 focus of Revenio's screening technology is on the early detection of
glaucoma, osteoporosis, skin cancer and asthma, and the monitoring of these
during the treatment process.

In 2017, Revenio Group's net sales totaled EUR 26.8 million, with its operating
margin, excluding non-recurring items, standing at 35.5 %. Revenio Group
Corporation is listed on Nasdaq Helsinki.

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