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Beskrivning

LandFinland
ListaLarge Cap Helsinki
SektorHälsovård
IndustriMedicinteknik
Revenio är verksamt inom medicinteknik. Inom koncernen återfinns forskning och utveckling av tryckmätningsteknik som används vid behandling av ett flertal sjukdomar såsom glaukom, osteoporos, hudcancer samt astma. Verksamhet innehas på global nivå och drivs via flertalet dotterbolag med vardera affärsinriktning. Bolagets huvudkontor ligger i Vantaa.
2013-02-22 13:00:00
Revenio Group Corporation Stock Exchange Release February 22, 2013 at 13:00
NOTICE OF THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Revenio Group Corporation of the annual
general meeting to be held on Thursday, March 21, 2013, at 1.00 p.m. at
Finlandia Hall, Veranda 3 hall, Mannerheimintie 13 e, FI-00100 Helsinki,
Finland. The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 12.00 a.m.

Before the actual annual general meeting begins, Vice President Mikael Rautanen
from the analyst firm Inderes presents their analysis of Revenio Group
Corporation at 12.15 p.m.  After the annual general meeting is held, the
shareholders will have the opportunity to meet the managing directors of the
subsidiaries of Revenio Group at a coffee event.


A. Matters on the agenda of the annual general meeting

The following matters will be considered at the AGM:

 1. Opening of the meeting

 2. Calling the meeting to order

 3. Election of the persons to confirm the minutes and to supervise the counting
    of votes

 4. Recording the legal convening of the meeting and quorum

 5. Recording the attendance at the meeting and adoption of the list of votes

 6. Presentation  of the annual accounts, the  Report of the Board of Directors,
    and the auditor's report for the year 2012

  * Review by the President and CEO.

 7. Adoption of the annual accounts

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

The Board of Directors proposes to the AGM that a per-share dividend of EUR
0.02 be paid for the financial year 2012. The dividend is paid to those
shareholders who, on the dividend record date of March 26, 2013, are entered as
shareholders on the Company's shareholder register as held by Euroclear Finland
Ltd. The Board proposes that the dividend payment date be April 4, 2013.

 9. Authorizing the Board to decide on the distribution of funds to shareholders
    as a capital repayment from the invested unrestricted equity reserve

The Board of Directors proposes 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  Board proposes that the  authorization be valid until  the beginning of the
next Annual General Meeting.

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

 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 that the remuneration paid to the members of the
Board of Directors to be elected at the AGM for the term until the close of the
AGM in 2014 be as follows: EUR 36,000 for the Chairman and EUR 18,000 for the
members of the Board of Directors. The Board of Directors proposes that 40
percent of Board members' emoluments will be settled in the form of shares in
the Company, while 60 percent will consist of a monetary payment.

Moreover, the Board of Directors proposes that the travel expenses of the
regular members of the Board of Directors be compensated in accordance with the
Finnish Tax Administration's decision regarding tax-exempt allowances for travel
expenses.

 12. Resolution on the number of members of the Board of Directors

The Board of Directors proposes that three (3) regular members be elected to the
Board of Directors.

 13. Election of the members of the Board of Directors

Shareholders accounting for a total of 25.5 percent of all shares and voting
rights in the Company have informed the Company that they will propose the re-
election of Pekka Tammela and Rolf Fryckman, and election of Mr. Ari Kohonen as
a new member to the Company's Board of Directors.

The CV of Ari Kohonen will be presented on the Company web page at:
www.revenio.fi.

 14. Resolution on the remuneration of the auditor

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

 15. Election of the auditor

The  Board of Directors proposes that  PricewaterhouseCoopers Oy, who have named
Authorized Public Accountant Juha Tuomala as the chief auditor, be re-elected as
the auditor.

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

 The Board of Directors proposes that the AGM authorize the Board to decide to
repurchase a maximum of 7,711,079 of the Company's own shares in one or several
tranches using the Company's unrestricted equity, in which case any buyback will
reduce the amount of the Company's distributable earnings.

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 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
     b. 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.

The Board proposes that the authorization be valid until April 30, 2014. This
authorization shall supersede the buyback authorization granted at the AGM of
March 28, 2012.

 17. Authorization  to the Board of Directors to  decide on a share issue and on
     the  granting of stock options and  other special rights giving entitlement
     to shares

The Board of Directors proposes that the AGM authorize the Board to decide on a
share issue of a maximum of 30,000,000 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. 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.

 18. Board  proposal regarding 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 proposes 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 is proposed to 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 at 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. 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 be cancelled, with the
exception of excess shares that are redeemed due to rounding, combined with each
other and sold. Subsequent to the reverse share split, the Company will without
delay, 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 are 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 register in the shareholder's book-entry accounts and trading in
the post-reverse split shares will commence on March 28, 2013, upon completion
of the reverse share split. The funds derived from shares sold on the basis of
rounding will be paid to shareholders on or about April 8, 2013 providing that
the sale of all the 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.

Implementation of the arrangement will not require any actions from the
shareholders.

Should this reverse share split proposal be approved and implemented, the Board
proposals for authorizations under items 16 and 17 above will be modified in
such a manner that after the reverse share split the numbers of shares will be:
  * The Board authorization to buy back Company shares in accordance with item
    16 above concerns a maximum of 771,107 shares; and
  * The Board authorization on a share issue granting special rights giving
    entitlement to shares in accordance with item 17 above concerns a maximum of
    3,000,000 shares.

 19. Closing of the meeting


B. Documents of the Annual General Meeting

The abovementioned proposals for resolution on the AGM agenda and this notice
are available on the website of Revenio Group Corporation at
www.reveniogroup.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 website no later than February 28, 2013. Proposals for
resolution and the abovementioned documents will also be available at the AGM,
and copies of them as well as this notice will be sent to shareholders upon
request. The Minutes of the AGM will be available on the abovementioned website
from April 4, 2013 onwards.

C. Instructions to meeting participants

1. Shareholders registered in the shareholder register

Shareholders who are registered in the Company's shareholder register maintained
by Euroclear Finland Ltd on March 11, 2013, have the right to attend the AGM.
Shareholders whose shares are registered in their personal book-entry accounts
in Finland are registered in the shareholder register of the Company.

Shareholders who are registered in the Company's shareholder register and wish
to participate in the AGM must register for the meeting no later than March
15, 2013 at 4:00 p.m., by which time registration notices need to have been
received. Registration options for the AGM are:

a) through the Company's website at www.reveniogroup.fi
b) via e-mail to riitta.aarrevuo@revenio.fi or
d) by mail to Revenio Group Corporation, Annual General Meeting, Äyritie 16, FI-
01510 Vantaa, Finland.

Upon registration, shareholders should give their name, personal identity code,
address, telephone number, name of assistant or proxy representative, if any,
and the personal identity code of the proxy representative. Personal information
given by shareholders to Revenio Group Corporation shall be used only in
connection with the AGM and with the processing of related registrations.
Shareholders, their representatives or proxy representatives must be able to
prove their identity and/or proxy authorization at the meeting venue.

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the AGM by
virtue of such shares based on which the holder would, on March 11, 2013, be
entitled to be registered in the shareholder register held by Euroclear Finland
Ltd. Moreover, in order to participate in the AGM, holders of nominee-registered
shares are required to be temporarily registered, based on such shares, in the
shareholder register held by Euroclear Finland Ltd, no later than March
18, 2013, at 10:00 a.m. For nominee-registered shares, this constitutes due
registration for the AGM.

Holders of nominee-registered shares are advised to request, without delay, all
necessary instructions pertaining to registration in the temporary shareholder
register, the issuing of proxy documents, and registration for the AGM from
their asset managers. The asset manager's account operator must sign up holders
of nominee-registered shares who wish to participate in the AGM for registration
to the Company's temporary shareholder register no later than on the
abovementioned date and time.

3. Proxy representation and powers of attorney

Shareholders may participate in the AGM and exercise their rights at the meeting
by way of proxy representation. A shareholder's proxy representative shall
present a dated power of attorney or shall otherwise in a reliable manner prove
that he/she is authorized to represent the shareholder. If a shareholder
participates in the AGM by way of several proxy representatives, representing
the shareholder with shares in different securities accounts, the shares by
which each proxy representative represents the shareholder must be identified
upon registration.

Proxy  documents,  if  any,  should  be  delivered as originals to Revenio Group
Corporation,  Annual  General  Meeting,  Äyritie  16, FI-01510 Vantaa,  Finland,
before the last date for registration.

4. Other instructions and information

Pursuant  to Chapter  5 Section 25 of  the Companies  Act, a  shareholder who is
present  at  the  AGM  has  the  right  to request information on matters on the
meeting's agenda.

On  the date of  this notice, February  22, 2013, the total number  of shares in
Revenio Group Corporation is 77,110,790, representing the same number of votes.


Helsinki, February 22, 2013

REVENIO GROUP CORPORATION
BOARD OF DIRECTORS

For additional information:

President & CEO Olli-Pekka Salovaara, tel. +358 (0)40 5675520

olli-pekka.salovaara@revenio.fi

http://www.revenio.fi

DISTRIBUTION:

NASDAQ OMX Helsinki
Financial Supervisory Authority (FIN-FSA)
Principal media
www.revenio.fi

Revenio  Group  Corporation,  the  parent  company  of  the Finnish conglomerate
Revenio  Group, is  listed on  the NASDAQ  OMX Helsinki  exchange. Revenio Group
Corporation's  subsidiaries share  a focus  on Finnish  specialist expertise and
export-based operations.
The Revenio Group comprises six independent subsidiaries that are organised into
two  business  segments.  These  subsidiaries  are  Done Logistics Oy (Kauhajoen
Sisälogistiikka  Oy), Done Software Solutions  Oy, Icare Finland Oy, Boomeranger
Boats Oy, FLS Finland Oy, and Midas Touch Oy.