RAUTE CORPORATION STOCK EXCHANGE RELEASE MARCH 4, 2022 AT 4:15 p.m.
CHANGE TO THE NOTICE OF RAUTE CORPORATION'S ANNUAL GENERAL MEETING ON MARCH 31, 2022
Raute Corporation's Board of Directors has decided to change the Notice of the Annual General Meeting, on which a stock exchange release was published on February 25, 2022. The company's Board of Directors has decided to change its proposal for a resolution in section 8 (Resolution on the use of the profit shown on the balance sheet and the payment of dividend) such that, on the basis of the balance sheet adopted for the financial year 2021, no dividend be paid by a resolution of the Annual General Meeting and that instead, the Board of Directors be authorized to decide, at its discretion, on the payment of a total dividend of no more than EUR 0.80 per share for series A and K shares. The authorization would be valid until the beginning of the company's following Annual General Meeting. The full text of the changed proposal for a resolution can be found below in the agenda of the Annual General Meeting notice in section 8.
No other changes have been made to the notice.
The Notice of the Annual General Meeting in its entirety is as follows:
NOTICE OF RAUTE CORPORATION'S ANNUAL GENERAL MEETING
Raute Corporation's shareholders are invited to attend the company's Annual General Meeting, which will be held on Thursday, March 31, 2022, at 6 p.m. at Sibelius Hall, Ankkurikatu 7, Lahti, Finland. The reception of the registered participants will begin at 5:30 p.m.
In order to reduce the risk of infections due to the still continuing Covid-19 pandemic and to comply with the official regulations and guidelines, Raute Corporation urges shareholders to consider whether it is necessary for them to be present at the Annual General Meeting venue. Raute Corporation aims to keep the Annual General Meeting as brief as possible, and no refreshments will be served in connection with the meeting.
Instead of attending the meeting in person, registered shareholders have the opportunity to follow the meeting online via a video link. To exercise their voting rights, shareholders have the possibility to authorize a person of their choice to represent them and to exercise their voting rights on their behalf at the meeting, or the possibility to use the proxy service provided by the company. Shareholders have the opportunity to pose questions in advance concerning matters on the meeting's agenda. More detailed instructions for shareholders can be found in this notice under section C. Instructions for those attending the Annual General Meeting.
Raute Corporation is closely monitoring the Covid-19 situation. Any other changes to the meeting arrangements due to the situation will be announced on the company's website at www.raute.com/Investors/Investors/Corporate Governance/Annual General Meeting/Annual General Meeting 2022/.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting, the following matters will be considered:
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 2021 Financial Statements, Consolidated Financial Statements, Board of Directors' Report and Auditor's Report
- Presentation of the review by the President and CEO
- Answers to questions posed in advance (if possible)
7. Adoption of the Financial Statements and the Consolidated Financial Statements
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 Annual General Meeting that no dividend be paid for the financial year 2021 by a resolution of the Annual General Meeting and that the distributable assets be transferred to equity. However, the Board of Directors proposes that the Board of Directors be authorized to decide, at its discretion, on the payment of a total dividend of no more than EUR 0.80 per share for series A and K shares. The authorization would be valid until the beginning of the company's following Annual General Meeting. Unless the Board of Directors, for a legitimate reason, decides otherwise, the possible dividend would be paid in one installment during the validity of the authorization. The Board of Directors will make a separate decision on the payment of dividend. The company will disclose such decision separately and confirm the record date and the payment date for the dividend in connection thereof. The dividend paid based on the Board of Directors' decision will be paid to shareholders who, on the record date for the dividend payment in question, are registered in the company's register of shareholders maintained by Euroclear Finland Ltd.
9. Resolution on discharging the members of the Board of Directors and the President and CEO from liability
10. Handling of the Remuneration Report for Governing Bodies
11. Resolution on the remuneration of the members of the Board of Directors
The Appointments Committee additionally proposes that the remuneration paid to the Chair of the Board be EUR 48,000 and to the Board members EUR 24,000 for the term of office, as before. Travel expenses are compensated according to the company's current travel policy.
12. Resolution on the number of members on the Board of Directors
The Appointments Committee proposes that altogether seven (7) members be elected to the Company's Board for the next term of office, which expires at the next Annual General Meeting.
13. Election of the members of the Board of Directors
The Appointments Committee proposes that Ms. Laura Raitio, Licenciate in Technology, be re-elected as Chair of the Board of Directors and Mr. Mika Mustakallio, M.Sc. (Econ.), as Vice Chair of the Board of Directors. It also proposes that Mr. Joni Bask, M.Sc. (Eng.), Mr. Ari Harmaala, Engineer, (Construction Technology) and Mr. Patrick von Essen, M.SC (Eng.) be re-elected as members of the Board of Directors.
In addition, the Appointments Committee proposes that Mr. Petri Perttula and Mr. Ari Piik be elected as new members to the Board. Petri Perttula, b. 1971, M.SC (Eng.), currently works as Vice President Operations Finland at Honkarakenne. He has previously held numerous executive positions at, among other companies, Stora Enso, Ruukki Construction and Rautaruukki. Ari Piik, b. 1993, B.Sc. (Econ.), currently works as Head of Strategy and Business Operations at Wolt. He has previously held executive positions in strategy consulting at Bain & Company.
These individuals have consented to their proposed election.
All information of relevance regarding the individuals proposed can be found on the Company's website at www.raute.com/Investors/Corporate Governance/Annual General Meeting/Annual General Meeting 2022.
14. Resolution on the remuneration payable to the auditor
The Board of Directors proposes that the auditors' remuneration be paid on the basis of reasonable invoicing as approved by the company.
15. Election of the auditor
The Board of Directors proposes that the audit firm PricewaterhouseCoopers be chosen as the company's auditor, with Authorized Public Accountant Markku Launis as the principal auditor.
16. Authorizing the Board of Directors to resolve on the acquisition of own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board to resolve on the repurchase of a maximum of 400,000 of Raute Corporation's series A shares using assets from the Company's non-restricted equity, which would lead to a decrease in the Company's distributable assets.
The authorization would entitle the Board to acquire the Company's series A shares to be used for the development of the Company's capital structure, as consideration for funding or carrying out any acquisitions or other arrangements, or to be otherwise disposed of or cancelled.
The purchase consideration paid for shares purchased by virtue of the authorization shall be based on the price of the series A share in public trading such that the minimum price of acquired shares is the lowest market price quoted in public trading during the term of validity of the authorization and, correspondingly, the maximum price is the highest market price quoted in public trading during the term of validity of the authorization.
The authorization includes the right to acquire shares other than in proportion to the holdings of the shareholders. A targeted repurchase of the Company's own shares can take place, for example, by acquiring shares in public trading in markets where, according to the regulations, the Company is permitted to engage in the trade of its own shares. Repurchasing shares in public trading as mentioned above, or otherwise in a targeted way, requires that the Company has a weighty financial reason to do so.
Series K shares can be converted to series A shares, in accordance with Article 3 of Raute Corporation's Articles of Association.
The Board of Directors will resolve on the other conditions related to share repurchases.
This authorization shall replace the authorization granted by the Annual General Meeting of March 31, 2021, and is effective until the end of the next Annual General Meeting, or at the most for 18 months following the decision of the Annual General Meeting.
17. Authorizing the Board of Directors to resolve on a share issue
The Board proposes that the Annual General Meeting authorize the Board to resolve on an issue of Raute Corporation's series A shares, as well as on all related conditions, including the recipients and the sum of consideration to be paid. The Board of Directors may resolve to issue either new shares or company shares held by Raute. The maximum number of shares that can be issued is 400,000 series A shares.
The Board proposes that the authorization include the right to deviate from the shareholders' pre-emptive rights, provided that the Company has a weighty financial reason to do so. A targeted issue may be free only if a weighty financial reason exists in terms of the company, while taking into account the interests of all the shareholders. As proposed, the authorization can be used, with the restrictions presented above, to fund or carry out acquisitions or other arrangements or for other purposes decided by the Board of Directors.
The authorization is effective until the end of the next Annual General Meeting.
18. Closing the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The aforementioned proposals for resolution on the list of items for the Annual General Meeting, the Remuneration Report, this Notice of the Annual General Meeting and the company's Financial Statements, the Board of Directors' Report and the Auditor's Report are available on Raute's website, www.raute.com. The Remuneration Report is also appended to this Notice of Raute Corporation's Annual General Meeting. The proposals for resolution by the Board of Directors and its committees and the financial statement documents will also be available at the Annual General Meeting, and copies of these documents and this Notice to the Annual General Meeting will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website by April 14, 2022 at the latest.
C. INSTRUCTIONS FOR THOSE ATTENDING THE ANNUAL GENERAL MEETING
1. The right to participate and registration
To be entitled to attend the Annual General Meeting, shareholders must be registered in the shareholders' register maintained by Euroclear Finland Ltd on March 21, 2022. A shareholder whose shares are registered in his or her personal Finnish book-entry account is registered in the shareholders' register of the Company.
A shareholder registered in the shareholders' register who wishes to participate in the Annual General Meeting must register for the meeting by no later than 4:00 p.m. on March 28, 2022. The registration must arrive before the end of the registration period. Registration for the meeting can take place:
- online via the company's website at www.raute.com/Investors/Corporate Governance/Annual General Meeting/Annual General Meeting 2022/,
- in writing to Raute Corporation, Annual General Meeting 2022, P.O. Box 69, 15551 NASTOLA, Finland,
- by email to firstname.lastname@example.org,or
- by calling Eija Salminen at 050 3801517.
Online registration requires strong authentication by the shareholder or his/her legal representative or proxy representative using Finnish or Swedish banking codes or a mobile certificate.
In connection with the registration, the shareholder must give his or her name, personal identity code/business ID, address and telephone number, as well as the name of a possible assistant, authorized proxy representative or legal representative and the personal identity code of the proxy representative or legal representative, as well as information about whether the shareholder intends to participate in the meeting in person or represented by a person other than a proxy representative designated by the company. Shareholders' personal data provided to Raute Corporation will only be used for the purposes of the Annual General Meeting and registration at the meeting.
Shareholders, or their representative or proxy representative, must be able to prove their identity and/or their right to represent a shareholder at the meeting location if required.
2. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to participate in the Annual General Meeting by virtue of the shares based on which they would have the right to be registered in the shareholders' register maintained by Euroclear Finland Ltd. on the record date March 21, 2022. Participation furthermore requires that the shareholder is, by virtue of these shares, temporarily registered in the shareholders' register maintained by Euroclear Finland by no later than 10.00 a.m. on March 28, 2022. In terms of nominee-registered shares, this constitutes registration for the Annual General Meeting. Shareholding changes that take place after the record date of the Annual General Meeting do not affect the right to participate in the meeting or the number of votes held by the shareholder.
Holders of nominee-registered shares are invited to request the necessary instructions concerning registration in the temporary shareholders' register, the issuing of proxy forms and registering for the meeting well in advance from their trustees. The trustee's account operators must send notification to temporarily register the holder of nominee-registered shares who wishes to attend the Annual General Meeting in the Company's shareholders' register at the latest by the date specified above.
3. Use of proxy representatives and proxy forms
A shareholder is entitled to participate and exercise his or her rights as a shareholder in the Annual General Meeting through a proxy representative.
Due to the ongoing Covid-19 situation and in order to reduce the risk of infection, shareholders are advised to participate in the Annual General Meeting primarily through a proxy representative designated by the company as referred to here in section C.3.
A shareholder can appoint as his or her proxy representative a company-designated proxy representative, who is attorney Jukka Tanhuanpää of the legal firm Applex Oy or a person appointed by him. Detailed instructions for authorizing a company-designated proxy representative, as well as a proxy form template and voting instructions, are available on the company's website at www.raute.com/Investors/Annual General Meeting. Authorizing a proxy representative designated by the company does not entail costs for the shareholder, with the exception of possible costs related to submitting the proxy form and related material. A shareholder who wishes to exercise the aforementioned authorization must be registered for the Annual General Meeting. More information on the use of a proxy form is available from Eija Salminen, Group Executive Assistant, Raute Corporation, email@example.com.
The shareholder also has the option of appointing another proxy representative. Proxy representatives must present a dated proxy form or otherwise be able to reliably show that they are entitled to act in this capacity on behalf of a shareholder.
If a shareholder is represented in the Annual General Meeting by more than one proxy representative, who represent the shareholder's shares in different securities accounts, notification of the shares based on which the proxies represent the shareholder must be given in connection with registration.
Any proxy forms should be saved in connection with the electronic registration or delivered as originals to the address Raute Corporation, Eija Salminen, P.O. Box 69, 15551 Nastola, Finland before the registration ends.
4. Following the Annual General Meeting via video link
Shareholders who have registered for the Annual General Meeting but are not attending the meeting in person have the opportunity to follow the meeting in real time via a video link. The speeches of the Chair of the Board of Directors and the President and CEO, as well as presentation material related to the other matters to be addressed at the meeting will be recorded. Speech requests and voting are not possible via the video link. The meeting will be held in Finnish. A link to the video broadcast and detailed instructions for following the meeting will be sent via email before the meeting to shareholders who have registered for the meeting.
5. Additional information for those attending the meeting
Shareholders have the opportunity to pose questions in advance concerning matters on the meeting's agenda. Questions should be sent via email to firstname.lastname@example.org,and they must arrive no later than March 24, 2022, by 10:00 a.m. The company will make every effort to answer the questions at the meeting.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the shareholders' meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice, March 4, 2022, Raute Corporation has 991,161 series K shares (ordinary share, 20 votes/share), representing 19,823,220 votes, and 3,272,033 series A shares (1 vote/share), representing 3,272,033 votes, i.e. a total of 4,263,194 shares and 23,095,253 votes.
Lahti, March 4, 2022
Board of Directors
Attachment: Remuneration Report
Laura Raitio, Chair of the Board of Directors, mobile number 050386 0004
Nasdaq Helsinki Ltd, main media, www.raute.com
RAUTE IN BRIEF:
Raute is a technology and service company that operates worldwide. Raute's customers are companies operating in the wood products industry that manufacture veneer, plywood, LVL (Laminated Veneer Lumber) and sawn timber. Its technology offering covers the entire production process for veneer, plywood and LVL and special measurement equipment for sawn timber. As a supplier of mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Additionally, Raute's full-service concept includes technology services ranging from spare parts deliveries to regular maintenance and equipment modernizations. Raute's head office is located in Lahti, Finland. The company's other production plants are located in Kajaani, Finland, the Vancouver area of Canada, the Shanghai/Changzhou area of China and in Pullman, Washington, USA. Raute's net sales in 2021 were EUR 142.2 million. The Group's headcount at the end of 2021 was 802. More information about the company can be found at www.raute.com.