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Regulatory press release

Revenio Group Corporation: Notice to the Annual General Meeting 2026

Revenio Group
Download the release

Revenio Group Corporation | Stock Exchange Release | March 23, 2026 at 11:30:00 EET

Notice is given to the shareholders of Revenio Group Corporation of the Annual General Meeting to be held on Wednesday April 15, 2026 at 4.00 p.m. at the address Valla Conference Centre, Itämerentori 2, 00180 Helsinki, Finland. Entrance to Valla is via the Itämerenkatu-side entrance, opposite the Ruoholahti metro station. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.00 p.m. Shareholders will be able to follow the meeting via webcast. Instructions for following the meeting via webcast are available on the company's website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026. It is not possible to pose questions, make counterproposals, speak or vote via the webcast. Following the meeting via webcast is not considered as attendance at the Annual General Meeting or as exercising the shareholders’ rights.

After the Annual General Meeting, shareholders will have the opportunity to meet the CEO and members of the Leadership 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 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 statements, the report of the Board of Directors and the auditor’s report for 2025

  • Presentation of the CEO's review.

The financial statements, the report of the Board of Directors and the auditor's report will be available on the company’s website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026 at the latest on March 23, 2026.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide, at its discretion, on the payment of a dividend of up to EUR 0,44 per share by December 31, 2026. The dividend may be paid in one or more instalments. Based on the authorization granted to the Board of Directors, the Board of Directors shall determine the record date and the payment date of the dividend when resolving on the payment of the dividend.

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

10. Consideration of the remuneration report for governing bodies
The remuneration report is available on Revenio Group Corporation's website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026. The resolution on the remuneration report is advisory.

11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses
On the recommendation of the Nomination and Remuneration Committee, the Board of Directors proposes, that the annual fees to be paid to the members of the Board elected at the General Meeting for the term of office ending at the 2027 Annual General Meeting be as follows: EUR 70,000 for the Chair of the Board, EUR 45,000 for the possible Deputy Chair of the Board, EUR 35,000 for the members of the Board, EUR 15,000 for the Chair of the Audit Committee, EUR 10,000 for the Chair of the Nomination and Remuneration Committee and EUR 5,000 for members of the Board Committees.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors proposes, that approximately 40 per cent of the annual remuneration (gross) be settled in the form of the company’s shares held in its treasury, however, at most 7,500 shares, while the remaining 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 assigned to the Board members within two weeks of the release of Revenio Group Corporation’s interim report for the period of January 1 to March 31, 2026, using the trade volume weighted average price on the day following the release of the interim report as the share value.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors additionally proposes 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 of Directors and Board Committees will be compensated in accordance with the company’s travel expense regulations.

12. Resolution on the number of Members of the Board of Directors
The Board of Directors proposes, on the recommendation of the Nomination and Remuneration Committee, that five (5) ordinary members be elected to the Board of Directors.

13. Election of the Members of the Board of Directors
The Board proposes, on the recommendation of the Nomination and Remuneration Committee, that the current members of the Board of Directors Arne Boye Nielsen, Bill Östman, Riad Sherif, Anat Loewenstein and Heli Lindfors be re-elected to the Board of Directors.

All candidates have consented to their election and are independent of the company and its significant shareholders.

The candidates proposed for election to the Board have been presented on the company's website at https://www.reveniogroup.fi/en/investors/corporate_governance/board_of_directors.

14. Resolution on the remuneration of the auditor
The Board of Directors proposes, on the recommendation of the Board’s Audit Committee, that remuneration for the auditor be paid against the auditor’s invoice approved by the company.

15. Election of the Auditor
The Board of Directors proposes, on the recommendation of the Board’s Audit Committee, that authorized public accountants Deloitte Oy, who have named Authorized Public Accountant Mikko Lahtinen as the principal auditor, be elected as the auditor.

16. Authorization of the Board of Directors to decide on the acquisition of own shares
The Board of Directors proposes that the General Meeting authorize 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 proposed to be effective until the closing of the Annual General Meeting to be held in 2027, yet no further than until June 30, 2027. This authorization will supersede the buyback authorization granted at the Annual General Meeting of April 10, 2025.

17. Authorizing the Board of Directors to decide on a share issue and on granting option rights and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on issuing a maximum of 2,668,111 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 Finnish Limited Liability Companies Act, in one or more 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 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 on the recipients of the shares or special rights and the amount of any payable consideration. The authorization also includes the right to issue shares by deviating from the shareholders’ pre-emptive rights, i.e. in a directed manner. The authorization of the Board covers both the issue of new shares and the assignment of any shares that may be held in the company’s treasury.

The authorization is proposed to be effective until the closing of the Annual General Meeting to be held in 2027, yet no further than until June 30, 2027. This authorization shall supersede the issue authorization decided on at the Annual General Meeting of April 10, 2025.

18. Establishment of a Shareholders’ Nomination Board
The Board of Directors proposes that the Annual General Meeting resolve to establish a Shareholders’ Nomination Board, whose responsibility shall going forward be to prepare proposals to the Annual General Meeting for the election of the members of the Board of Directors and the remuneration of the members of the Board of Directors. Additionally, the Board of Directors proposes that the Annual General Meeting approve the charter of the Shareholders’ Nomination Board. The charter of the Shareholders’ Nomination Board proposed by the Board of Directors is available on Revenio Group Corporation’s website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026.

In accordance with the main provisions of the proposed charter, the Shareholders’ Nomination Board shall consist of one representative of each of the company’s four largest shareholders and the Chair of the Board of Directors of the company, who shall act as an expert member. The right to appoint a member belongs to the four shareholders who hold the largest number of votes conferred by all shares in the Company, based on the Company’s shareholder register on June 30th of the calendar year preceding the next calendar year’s Annual General Meeting. The Chair of the Board of Directors shall request the aforesaid four largest shareholders to each nominate one member to the Nomination Board. In case two shareholders own an equal amount of shares and votes and representatives of both shareholders cannot be appointed to the Nomination Board, the decision shall be made by drawing lots.

If a shareholder does not wish to use their right to appoint a member, the right transfers to the next largest shareholder.

If a shareholder, who has an obligation under the Finnish Securities Markets Act (arvopaperimarkkinalaki) to notify certain changes in ownership (flagging obligation), submits a written request to the Chair of the Board of Directors by June 30th of the calendar year preceding the next calendar year’s Annual General Meeting, the holdings registered in various funds or registers of such a shareholder are combined when calculating the voting rights.

Should a holder of nominee-registered shares wish to use its nomination right, the shareholder shall present a credible report of the number of shares held on June 30th of the calendar year preceding the next calendar year’s Annual General Meeting. The report must be submitted to the Chair of the Board of Directors no later than the eighth banking day of the relevant calendar year in July.

The Shareholders’ Nomination Board must submit its proposals to the Board of Directors by January 31st prior to the Annual General Meeting.

The Shareholders' Nomination Board shall be established for the time being, until the General Meeting decides otherwise. The term of the members of the Nomination Board expires annually when the next Nomination Board has been appointed.

19. Consideration of the remuneration policy of the governing bodies (conditional)
The remuneration policy is available on Revenio Group Corporation’s website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026. The resolution on the remuneration policy is advisory.

The updates made to the remuneration policy relate in practice primarily to the establishment of the Shareholders’ Nomination Board considered above in item 18, and therefore the consideration of the new remuneration policy is conditional on the Annual General Meeting having decided, in item 18 above, to establish a Shareholders’ Nomination Board.

20. Amendment of Article 4 of the Articles of Association
The Board of Directors proposes that Article 4 of the Articles of Association be amended so that the maximum number of ordinary members of the Board of Directors is increased from seven (7) to eight (8). Following the amendment, the new Article 4 of the Articles of Association would read as follows:

”4 Board of Directors

A Board of Directors comprising no fewer than three (3) and no more than eight (8) ordinary members elected by the Annual General Meeting is responsible for the management of the company and the appropriate organization of its business operations.

A Board member’s term of office ends at the close of the Annual General Meeting following his or her election.

The Board of Directors will elect a Chair from among its members. The Board of Directors is quorate when more than half of its members are present.”

21. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

This notice containing all of the proposed resolutions of the company’s Board of Directors is available on Revenio Group Corporation's website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026. The financial statements, the report of the Board of Directors and the auditor’s report, the remuneration report, the remuneration policy and the proposal of the Board of Directors for the charter of the Shareholders’ Nomination Board of Revenio Group Corporation are available on the above-mentioned website. 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 April 29, 2026 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders’ register

Shareholders who are, on April 1, 2026, registered in the shareholders’ register of the company, maintained by Euroclear Finland, have the right to participate in the General Meeting. Shareholders whose shares are recorded in their personal Finnish book-entry accounts, including equity savings account, are automatically included in the shareholders’ register of the Company. Changes in the shareholding after April 1, 2026, do not affect the right to participate in the Annual General Meeting or the shareholder's voting rights.

The registration period for the General Meeting commences on March 23, 2026 at 11.30 a.m. EET. Shareholders registered in the shareholders’ register of the company, who wish to attend the General Meeting, must register for the Meeting, no later than by 3 p.m. on April 8, 2026, by which time the registration must be received. Registration for the General Meeting takes place:

a) via the company's website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate.

b) by e-mail. Shareholders registering by e-mail shall submit the registration form available on the company's website https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026 or equivalent information to: agm@innovatics.fi

c) by mail. Shareholders registering by mail shall submit the registration form available on the company's website https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026 or equivalent information to Innovatics Oy, General Meeting / Revenio Group Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland

The shareholder and their representative are required to provide information, such as the shareholder's name, date of birth or business ID, phone number and/or e-mail, address, the name of any assistant or proxy representative and the proxy's date of birth, phone number and/or e-mail. The personal data provided to Revenio Group Corporation is only used in connection with the General Meeting and the processing of the necessary registrations related thereto.

The shareholder and their representative or proxy must be able to prove their identity and/or right of representation at the meeting.

Further information on registration is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 1.00 p.m. to 4.00 p.m.

2. Holders of nominee-registered shares

A holder of nominee-registered shares is entitled to participate in the General Meeting based on the shares, which would entitle them entry into the shareholders' register held by Euroclear Finland Oy on the record date for the General Meeting April 1, 2026. Participation also requires that the shareholder is temporarily registered in the shareholders' register held by Euroclear Finland Oy by April 10, 2026 by 10.00 a.m. at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.

A holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the register of shareholders, the issuing of proxy documents and voting instructions, registration, and attendance at the General Meeting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to participate in the General Meeting temporarily in the register of shareholders of the company by the aforementioned date and time at the latest. Further information is also available on the company's website at https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026.

3. Proxy representative and proxy documents

A shareholder may attend the General Meeting and exercise their rights at the Meeting through a proxy representative. The proxy representative must authenticate to the electronic registration service personally with strong authentication, after which they will be able to register on behalf of the shareholder, who they represent. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the General Meeting.

Shareholders can also use the electronic Suomi.fi authorization service instead of a traditional proxy document. In such cases, the shareholder authorizes a proxy that they nominate in the Suomi.fi authorization service at www.suomi.fi/e-authorizations using the mandate theme “Representation at the General Meeting”. At the service, the authorized person must identify themselves using strong electronic identification in connection with their registration, after which the electronic authorization will be checked automatically. Strong electronic identification can be done using online banking codes or Mobile ID. More information is available on the website www.suomi.fi/e-authorizations.

Model proxy documents and voting instructions are available on the company's website https://www.reveniogroup.fi/en/investors/corporate_governance/annual_general_meeting_2026. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.

Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Revenio Group Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice.

4. Following the General Meeting remotely

A shareholder who is entitled to attend the General Meeting may also follow the meeting remotely.

It is not possible to pose questions, make counterproposals, speak or vote via the webcast. Following the meeting via webcast is not considered as attendance at the Annual General Meeting or as exercising the shareholders’ rights.

Remote access to the General Meeting will be provided through Inderes Oyj virtual general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, remote access requires a computer, smartphone or tablet with speakers or headphones for sound. One of the following browsers is recommended for remote access: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.

The link and password for following the meeting remotely will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting.

For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that you read the detailed instructions before the meeting.

5. Other instructions and information

The meeting language is mainly Finnish and simultaneous interpretation is provided at the meeting into English and, where necessary, into Finnish for presentations in English. Simultaneous interpretation is also available to shareholders following the general meeting via webcast.

Shareholders arriving at the meeting with their car are asked to note that parking in the vicinity of the meeting place is subject to a fee.

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 of the General Meeting, March 23, 2026, the total number of shares in Revenio Group Corporation, and votes represented by such shares, is 26,681,116. The company holds on March 23, 2026, a total of 75,850 of its own shares which are not entitled to vote at the General Meeting.

In Vantaa on March 23, 2026

REVENIO GROUP CORPORATION
BOARD OF DIRECTORS

Lisätietoja
Talousjohtaja Robin Pulkkinen, puh. 050 505 9932
robin.pulkkinen@revenio.fi

Jakelu
Nasdaq Helsinki Oy
Finanssivalvonta
Keskeiset tiedotusvälineet
www.reveniogroup.fi
 
Revenio-konserni lyhyesti
Revenio on kansainvälisillä markkinoilla toimiva kokonaisvaltaisten silmien hoidon diagnostiikkaratkaisuiden toimittaja. Konserni tarjoaa nopeita, helppokäyttöisiä ja luotettavia työkaluja glaukooman, diabeettisen retinopatian ja silmänpohjan rappeuman diagnosointiin. Revenio-konsernin silmän diagnostiikkaratkaisuihin kuuluvat iCare-brändin alla silmänpaineen mittauslaitteet (tonometrit), silmänpohjan kuvantamislaitteet, mikroperimetrit, perimetrit ja ohjelmistoratkaisut.

Revenio-konsernin liikevaihto vuonna 2025 oli 109,7 miljoonaa euroa ja liiketulos 25,4 miljoonaa euroa. Revenio Group Oyj:n osake on listattu Nasdaq Helsinki Oy:ssä kaupankäyntitunnuksella REG1V.

Attachments


Revenio Group Corporation: Notice to the Annual General Meeting 2026

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