Decisions of Revenio Group Corporation's Annual General Meeting and the organizing meeting of the Board of Directors

Financial statements, Board and Auditors
The AGM confirmed the company's financial statements for the financial year 1 January – 31 December 2023 and discharged the members of the Board of Directors and the CEO from liability.

The AGM decided that five members be elected to the Board of Directors and elected Arne Boye Nielsen, Ann-Christine Sundell, Riad Sherif, Pekka Tammela, and Bill Östman as members of the Board of Directors.

The AGM decided that the Chair of the Board be entitled to an annual emolument of EUR 60,000, the possible Vice Chair of the Board of Directors be entitled to an annual emolument of EUR 45,000, the Board Members be entitled to an annual emolument of EUR 30,000, the chair of the Audit Committee be entitled to an annual emolument of EUR 20,000, the chair of the Nomination and Remuneration Committee be entitled to an annual emolument of EUR 10,000, and the members of the Board Committees be entitled to an annual emolument of EUR 5,000.

Approximately 40 percent of the Board members' annual remuneration (gross) will be settled in the form of the company’s shares held in its treasury, however not exceeding a maximum of 3,200 shares in total, while approximately 60 percent 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 assigned to the Board members within two weeks of the release of Revenio Group Corporation’s interim report for the period of January 1 - March 31, 2024, using the trade volume weighted average price on the day following the release of the interim report as the share value.

The AGM further decided that the chairs of the Board of Directors and the Board Committees be paid an attendance allowance of EUR 1,000 for Board and Board Committee meetings and EUR 600 for short teleconferences, Board members EUR 600 for Board and Board Committee meetings and EUR 300 for short teleconferences per meeting, yet so that the aforementioned attendance allowance for the Board and Board Committee meetings for Board and Committee chairs who live outside of Finland and travel to Finland for the meeting is EUR 2,000 and the aforementioned attendance allowance for the Board and Board Committee meetings for members 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 (APA) Mikko Lahtinen acting as the principal auditor. The AGM decided to pay the auditors’ fees as invoiced and approved by the company.

Dividend distribution
The AGM decided to accept the Board's proposal on profit distribution, according to which a dividend of EUR 0.38 per share will be paid. The dividend 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 April 8, 2024. The dividend payment date is April 15, 2024.

Remuneration report
The AGM decided to approve the remuneration report. The resolution on the remuneration report is advisory.

Remuneration policy
The AGM decided to approve the remuneration policy. The resolution on the remuneration report is advisory.

Authorizing the Board of Directors to decide on the acquisition of own shares
The AGM authorized the Board of Directors to resolve on the acquisition 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 authorization is effective until the end of the Annual General Meeting held in 2025, yet no further than until June 30, 2025. This authorization shall supersede the authorization granted at the Annual General Meeting of March 23, 2023.

Authorizing the Board of Directors to decide on a share issue and on granting stock options and other special rights entitling to shares
The AGM decided to authorize the Board of Directors to decide on issuing a maximum of 2,668,111 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 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 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. 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 2025, yet no further than until June 30, 2025. This authorization shall supersede the issue authorization granted at the Annual General Meeting of March 23, 2023.

Minutes
The minutes of the Annual General Meeting will be available at www.reveniogroup.fi/en/investors/corporate_govern-ance/annual_general_meeting_2024/ on April 18, 2024, at the latest.

The decisions of the organizing meeting of the Board of Directors
In the organizing meeting of the Board of Directors held after the AGM, the Board of Directors elected Arne Boye Nielsen as Chair of the Board and Bill Östman as Vice Chair of the Board.

The Board of Directors also decided the members of Audit Committee and elected Pekka Tammela, Ann-Christine Sundell and Arne Boye Nielsen. 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 elected Bill Östman, Riad Sherif and Arne Boye Nielsen. The Board of Directors elected Bill Östman as Chair of the Nomination and Remuneration Committee.

Revenio Group Corporation
Board of Directors

For further information, please contact
CEO Jouni Toijala, tel. +358 50 484 0085
jouni.toijala@revenio.fi

Distribution
Nasdaq Helsinki Ltd
Financial Supervisory Authority
Main media
www.reveniogroup.fi/en

Revenio Group in brief
Revenio is a global provider of comprehensive eye care diagnostic solutions. The group offers fast, user-friendly, and reliable tools for diagnosing glaucoma, diabetic retinopathy, and macular degeneration (AMD). Revenio’s ophthalmic diagnostic solutions include intraocular pressure (IOP) measurement devices (tonometers), fundus imaging devices, and perimeters as well as clinical software under the iCare brand.

In 2023, the Group’s net sales totaled EUR 96.6 million, with an operating profit of EUR 26.3 million. Revenio Group Corporation is listed on Nasdaq Helsinki with the trading code REG1V.