Revenio Group Oyj — Proxy Solicitation & Information Statement 2020

Feb 26, 2020

Revenio Group Corporation: Notice of the Annual General Meeting

Revenio Group Corporation: Notice of the Annual General Meeting

Revenio Group Corporation, Stock Exchange Release, February 26, 2020 at 15.00

NOTICE OF GENERAL MEETING

Notice is given to the shareholders of Revenio Group Corporation of the Annual
General Meeting to be held on Thursday 19 March 2020 at 4 p.m. at Finlandia
Hall, Veranda 2 -hall, Mannerheimintie 13 e, FI-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 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 Revenio Group
Corporation over coffee.

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 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

6. Presentation of the financial statement, the report of the Board of
   Directors, and the auditor’s report for the year 2019

7. Review by the CEO

8. Adoption of the financial statements

9. 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 EUR
0.30 per share be paid for the financial year 2019. The dividend will be paid to
shareholders who, on the record date of 23 March 2020, are registered in the
shareholders’ register of the company, held by Euroclear Finland. The Board
proposes that the dividend payment date be 30 March 2020.

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

2. Handling of the remuneration policy for governing bodies

Presentation of the remuneration policy for governing bodies and advisory
resolution on the remuneration policy.

The remuneration policy will be available on Revenio Group Corporation’s website
at https://reveniogroup.fi/en/investors/annual-general-meeting-2020  no later
than 27 February 2020.

1. 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 members of the Board of Directors to be
elected at the General Meeting be paid a remuneration as follows for the term
ending upon the 2021 Annual General Meeting: EUR 48,000 to the chair of the
Board of Directors, EUR 30,000 to each member of the Board of Directors who is a
Committee chair and EUR 24,000 to each member of the Board of Directors.

The Board of Directors proposes that approximately 40 per cent of Board members’
annual remunerations (gross) be settled in the form of shares in the company,
while 60 per cent will consist of a monetary payment. Tax will be deducted from
the monetary payment, calculated on the amount of the entire annual
remuneration.  The shares will be transferred to the Board members within two
weeks of the release of Revenio Group Corporation’s interim report for the
period of 1 January - 31 March 2020, using the trade volume weighted average
price on the day following the release of the interim report as the share value.

The Board of Directors further proposes 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.

Any travel expenses of the members of the Board or Board Committees 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 six ordinary members be elected to the
Board of Directors.

1. Election of the members of the Board of Directors

Shareholders accounting for a total of 12.26 per cent of all shares and voting
rights in the company have informed the company that they will propose to the
Annual General Meeting that the previous Board members Pekka Rönkä, Pekka
Tammela, Kyösti Kakkonen and Ann-Christine Sundell be re-elected as members of
the Board of Directors and Arne Boye Nielsen and Bill Östman be elected as new
members.

All proposed members have given a consent to their election and are independent
of the company and its significant shareholders.

The current Board member candidates are introduced on Revenio Group
Corporation’s website  https://reveniogroup.fi/en/investors/board-members and
the CVs of new candidates at the address
https://reveniogroup.fi/en/investors/annual-general-meeting-2020

1. Resolution on the remuneration of the auditor

The Board of Directors proposes as per the Audit Committee’s recommendation that
remuneration for the auditor be paid against the auditor’s invoice approved by
the company.

1. Election of the auditor

The Board of Directors proposes as per the Audit Committee’s recommendation that
authorized public accountants Deloitte Ltd, who have named Authorized Public
Accountant Mikko Lahtinen as the principal 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 free of
charge to the shareholders in proportion to their holdings so that one (1) new
share is issued per each share (‘share split’). Based on the number of shares as
at the date of this notice (26,544,742), 26,544,742 new shares 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
23 March 2020 of the share issue. The share issue without payment will 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 23
March 2020 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, however.

If the proposed share issue is approved and executed, the Board of Directors
simultaneously proposes that the terms of the company’s option scheme 2015 are
correspondingly amended as follows:

· 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 six shares
· The subscription price of one share 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 sixth (1/6) of the amount of dividend
per share.
· The subscription price of one share subscribed for under stock options will
be reduced after 22 March 2018 and for dividends decided before the share
subscription with the record date of 23 March 2020 or earlier by one half (1/2)
of the amount of dividend per share.
· The amount of shares that can be subscribed for under the stock options A, B
and C may increase by a maximum of 900,000 new shares.

The Board of Directors is also authorised to make any technical specifications
or amendments required by the authorities to the aforementioned changes to the
option scheme.

The subscription period for shares subscribed under stock options A under the
option scheme 2015 ended on 31 May 2019, so in practice the amendments only
concern stock options 2015 B and 2015 C.

1. Authorizing the Board of Directors to decide on the repurchase of the
   Company's own shares

If the share issue without payment proposed in section 16 of the notice to the
General Meeting is accepted and the new shares registered, the Board of
Directors proposes that the General Meeting authorize the Board of Directors to
resolve on the acquisition of a maximum of 5,308,948 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, 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, similarly, their maximum
price equals the highest market price quoted in public trading during that
period.

The Board proposes that the authorization be valid until 30 April 2021. This
authorization shall supersede the buyback authorization granted at the AGM of
20 March 2019.

If the Board of Directors does not accept the share issue without payment in
accordance with section 16 of the notice to the General Meeting, the Board of
Directors proposes that the buyback authorization concerns a maximum of
2,654,474 own shares under terms otherwise set out above.

1. Authorizing the Board of Directors to decide on a share issue and on
   granting stock options and other special rights entitling to shares

If the share issue without payment proposed in section 16 of the notice to the
General Meeting is accepted and the new shares are registered, the Board of
Directors proposes that the Annual General Meeting authorize the Board of
Directors to decide on a share issue of a maximum of 2,654,474 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 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 Board proposes that the authorization be valid until 30 April 2021.

If the General Meeting does not accept the share issue without payment in
accordance with section 16 of the notice to the General Meeting, the Board of
Directors proposes that the aforementioned share issue authorization concern a
maximum of 1,327,237 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
https://reveniogroup.fi/en/investors/annual-general-meeting-2020. The financial
statement, the report of the board of directors and the auditor’s report as well
as the remuneration policy Revenio Group Corporation are available on the above
-mentioned website no later than 27 February 2020. The proposals for resolutions
and the other above-mentioned documents will also be available at the meeting.
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 2 April 2020 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING

1. Shareholders registered in the shareholders’ register

Shareholders who are on 9 March 2019 registered in the shareholders’ register of
the company, held by Euroclear Finland, 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 shareholders’ register of the
company.

Shareholders registered in the shareholders’ register of the company who wish to
attend the General Meeting must give advance notice of their attendance, and the
company must receive such notice no later than by 4 p.m. on Monday
16 March 2020. Such notice can be given:

a) on the company’s website https://reveniogroup.fi/en/investors/annual-general
-meeting-2020

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 / Business ID, 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 by
the shareholders to Revenio Group Corporation are used only in connection with
the General Meeting and 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
at the venue of the meeting.

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 9 March 2020, would be entitled to be registered
in the shareholders’ register of the company held by Euroclear Finland Ltd. The
right to participate in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been registered into the temporary
shareholders’ register held by Euroclear Finland Ltd at the latest on
16 March 2020 by 10 a.m. As regards nominee-registered shares, this constitutes
due registration for the General Meeting. Changes in shareholding after the
record date do not affect the right to participate in the meeting or the number
of voting rights held in the meeting.

Holders of nominee-registered shares are advised to request without delay the
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 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.

1. Proxy representative and proxy documents

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 on 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 be delivered as originals to the address Revenio
Group Corporation, Annual General Meeting, Äyritie 22, FI-01510 Vantaa, Finland,
by the end of 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, 26 February 2020, the total
number of shares in Revenio Group Corporation, and votes represented by such
shares, is 26,544,742.

In Vantaa on 26 February 2020

REVENIO GROUP CORPORATION

BOARD OF DIRECTORS

Further information:

CEO and President Timo Hildén

tel. +358 40 580 4774

timo.hilden@revenio.fi

www.revenio.fi

DISTRIBUTION:

Nasdaq Helsinki Ltd

Financial Supervisory Authority

Main media

www.revenio.fi

Revenio Group in brief

Revenio, a health technology group operating in the international markets, is
one of the global leaders in ophthalmic appliances.

The Revenio Group consists of Icare Finland Oy, Icare USA Inc., Revenio Italy
S.R.L, CenterVue SpA, CenterVue Inc, Revenio Research Oy and Oscare Medical Oy.

The common denominators of Revenio's business operations include patient
-oriented 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 aim
is to improve the quality of life through health technology solutions which
enable more effective diagnostics. Revenio Group’s focus is on the early
detection of glaucoma, diabetic retinopathy and macular degeneration, and the
monitoring of these during the treatment process. Revenio Research concentrates
on the commercialization of systems supporting the diagnosis of and treatment
planning for skin cancer and asthma.

In 2019, Revenio Group's net sales totalled EUR 49.5 million, with its net
operating profit standing at 25.5%. Revenio Group Corporation is listed on
Nasdaq Helsinki.

Attachments: