Notice of Raute Corporation's Annual General Meeting

RAUTE CORPORATION STOCK EXCHANGE RELEASE 8 MARCH 2024 AT 10.30 A.M.

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, April 4, 2024, at 6:00 p.m. at Sibelius Hall, Ankkurikatu 7, Lahti, Finland. The reception of the registered participants will begin at 5:00 p.m.

 

Shareholders who have registered for the Annual General Meeting have the option to follow the Annual General Meeting online. It is not possible to ask questions, make counter-proposals, otherwise address the meeting or vote via the online stream. Following the meeting via the online stream is not considered participation in the Annual General Meeting or exercise of shareholder rights.

 

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.

 

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 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, Consolidated Financial Statements, Board of Directors' Report and Auditor's Report for the financial year January 1−December 31, 2023
 

- Presentation of the review by the President and CEO

- Answers to questions posed in advance (to the extent possible)

 

The Financial Statements, the Board of Directors' Report and the Auditor's Report are available on the company's website at www.raute.com/investors/governance/general-meetings/annual-2024/.

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 distribution of dividend

The Board of Directors proposes that a dividend of EUR 0.10 per share be distributed for the financial year January 1−December 31, 2023. The dividend shall be distributed to shareholders who, on the record date for dividend distribution, April 8, 2024, are registered in the shareholders' register of the company maintained by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on April 18, 2024.

 

9. Resolution on discharging the members of the Board of Directors and the President and CEO from liability for the financial year January 1−December 31, 2023

 

10. Advisory resolution on the adoption of the remuneration report for governing bodies

 

The Board of Directors proposes the approval of the remuneration report for governing bodies. Pursuant to the Finnish Companies Act, the resolution of the Annual General Meeting is advisory.

The remuneration report for governing bodies is available on the company's website at www.raute.com/investors/governance/general-meetings/annual-2024/.

 

11. Consideration of the remuneration policy for governing bodies

 

The Board of Directors presents the remuneration policy for governing bodies for consideration at the Annual General Meeting. Pursuant to the Finnish Companies Act, the resolution of the Annual General Meeting is advisory.

 

The remuneration policy for governing bodies is attached to this notice as Appendix 1 and available on the company's website at www.raute.com/investors/governance/general-meetings/annual-2024/.

 

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

 

The Shareholders' Nomination Board proposes that the remuneration of the members of the Board of Directors would be EUR 48,000 for the Chair of the Board of Directors and EUR 24,000 for the term of office for the members of the Board of Directors as before. If the Board of Directors were to establish separate Board committees, the following remuneration is proposed for committee work:

 

- Meeting fee for committee work to the Chair of the Audit Committee EUR 1000 per meeting,

- The meeting fee for the chair of other possible committees and committee members is EUR 500 per meeting.

 

Reimbursement of expenses shall be paid in accordance with the company's current travel policy.

 

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

 

The Shareholders' Nomination Board proposes that the company's Board of Directors consists of seven members.

 

14. Election of the members of the Board of Directors

 

The Shareholders' Nomination Board proposes that Laura Raitio, Licentiate of Science (Technology), continues as the Chair of the Board of Directors and Joni Bask, M.Sc. (Tech.), be elected as the Vice-Chair of the Board of Directors. It is proposed that Ari Harmaala, Engineer (Construction Technology), and Ari Piik, B.Sc. (Econ.), be re-elected as members of the Board of Directors.

 

In addition, the Nomination Board proposes that Mikko Kettunen, Julius Manni and Jenni Virnes be elected as new members of the Board of Directors.

 

All candidates have given their consent to the positions.

 

Proposed new members are presented on the company's website at www.raute.com/investors/governance/general-meetings/annual-2024/.

 

15. Resolution on the remuneration payable to the auditor

 

The Board of Directors proposes that the auditor's remuneration be paid on the basis of invoice as approved by the company.

 

16. Election of the auditor

The Board of Directors proposes that the audit firm PricewaterhouseCoopers Oy be re-elected as the company's auditor, with Authorised Public Accountant (KHT) Mikko Nieminen as the principal auditor.

 

17. Resolution on the remuneration payable to the sustainability auditor

 

The Board of Directors proposes that the sustainability auditor's remuneration be paid on the basis of invoice as approved by the company.

 

18. Election of the sustainability auditor

 

The Board of Directors proposes that Authorised Sustainability Auditors PricewaterhouseCoopers Oy be elected as the company's sustainability auditor with Authorised Sustainability Auditor (KRT) Mikko Nieminen as the sustainability auditor with principal responsibility.

 

19. Authorising the Board of Directors to resolve on the acquisition of own shares

The Board of Directors proposes that the Annual General Meeting authorise the Board to resolve on the repurchase of a maximum of 600,000 of Raute Corporation's shares using assets from the company's non-restricted equity, which would lead to a decrease in the company's distributable funds.

The authorisation would entitle the Board to acquire the company's 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 authorisation shall be based on the price of the company's 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 authorisation and, correspondingly, the maximum price is the highest market price quoted in public trading during the term of validity of the authorisation.

The authorisation includes the right to acquire shares in a directed manner, i.e., not in proportion to the holdings of the shareholders. A directed repurchase of the company's own shares can take place, for example, by acquiring shares in public trading on 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 directed manner, requires that the company has a weighty financial reason to do so.

The Board of Directors is authorised to decide on other terms and conditions related to share repurchases.

This authorisation shall replace the authorisation granted by the Annual General Meeting of March 30, 2023, 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.

20. Authorising the Board of Directors to resolve on a share issue and the issuance of special rights entitling to shares

 

The Board of Directors proposes that the Annual General Meeting authorise the Board to resolve on an issue of Raute Corporation's shares and the issuance of special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Companies Act in one or several instalments. The Board of Directors is authorised to resolve on all conditions of the share issue or the issuance of special rights, including the recipients and the sum of possible consideration to be paid.

 

The Board of Directors may, by virtue of the authorisation, resolve to issue either new shares or treasury shares held by the company. The aggregate maximum number of shares that can be issued is 600,000 shares. Any shares to be issued based on special rights entitling to shares are included in the above-mentioned aggregate number of shares.

 

The Board of Directors proposes that the authorisation include the right to deviate from the shareholders' pre-emptive rights, provided that the company has a weighty financial reason to do so. A directed share issue may be without payment only if a weighty financial reason exists in terms of the company, while taking into account the interests of all the shareholders. The authorisation 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 authorisation is effective until the end of the next Annual General Meeting, or at the most for 18 months following the resolution of the Annual General Meeting.

 

21. Closing the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The aforementioned proposals for resolution on the matters on the agenda of the Annual General Meeting, the remuneration report, the remuneration policy, 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 at www.raute.com/investors/governance/general-meetings/annual-2024/. The proposals for resolution and other above-mentioned documents will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website by April 18, 2024 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 of the company maintained by Euroclear Finland Oy on March 21, 2024. A shareholder whose shares are registered in his or her personal Finnish book-entry account is registered in the shareholders' register of the company.

 

Registration for the Annual General Meeting will begin at 9:00 a.m. on March 11, 2024. A shareholder registered in the shareholders' register who wishes to participate in the Annual General Meeting must register for the meeting no later than by 4:00 p.m. on March 28, 2024. The registration must be received 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/governance/general-meetings/annual-2024/,

-        by mail to Innovatics Ltd, Annual General Meeting / Raute Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland,

-        by email to [e-mail], or

-        by calling at [phone] on business days between 9:00 a.m. and 12:00 noon and between 1:00 p.m. and 4:00 p.m.

Online registration requires strong electronic identification by the shareholder or the shareholder's legal representative or proxy representative using Finnish or Swedish online banking credentials or a mobile certificate.

 

In connection with the registration, the shareholder is required to provide the requested personal information, such as the shareholder's name, date of birth or business ID, address, telephone number and email address as well as the name of a proxy representative or assistant, if any, and the date of birth of the proxy representative. The personal data disclosed to Raute Corporation or Innovatics Ltd by shareholders is only used in connection with the General Meeting and the processing of related necessary registrations.

Shareholders, or their representatives or proxy representatives, must be able to prove their identity and/or their right to represent a shareholder at the meeting venue if required.

Additional information on online registration is available by telephone during the registration period of the General Meeting by calling Innovatics Ltd at [phone] on business days between 9:00 a.m. and 12:00 noon and between 1:00 p.m. and 4:00 p.m.

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 Oy on the record date of the Annual General Meeting, March 21, 2024. In addition, participation requires that the shareholder is, by virtue of these shares, temporarily registered into the shareholders' register maintained by Euroclear Finland Oy no later than by 10:00 a.m. on March 28, 2024. For nominee-registered shares, this constitutes registration for the Annual General Meeting. Changes in shareholding 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 temporary registration into the shareholders' register, the issuing of proxy documents and voting instructions, and registration for the meeting well in advance from their custodian banks. The account manager of the custodian bank shall temporarily register the holder of nominee-registered shares who wishes to attend the Annual General Meeting into the shareholders' register of the company at the latest by the time specified above. Additional information is also available on the company's website at www.raute.com/investors/governance/general-meetings/annual-2024/.

 

Taking into account any voting instructions issued by a holder of nominee-registered shares at the meeting requires that the shareholder has duly registered for the Annual General Meeting and that the shareholder is present at the meeting either in person or by way of proxy representation.

 

3. Use of proxy representatives and proxy documents

Shareholders are entitled to participate in and exercise their rights as shareholders at the Annual General Meeting through proxy representatives. Proxy representatives must present a dated proxy document or otherwise be able to reliably show that they are entitled to act in this capacity on behalf of a shareholder. The form Proxy Document for a General Meeting is available on the company's website at www.raute.com/investors/governance/general-meetings/annual-2024/. If a shareholder is represented in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, notification of the shares based on which the proxies represent the shareholder must be given in connection with registration.

 

The proxy documents, if any, are requested to be delivered primarily as attachments in connection with online registration, or alternatively by post to the address Innovatics Ltd, Annual General Meeting / Raute Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to [e-mail] before the end of the registration period. In addition to delivering the proxy documents, a shareholder or his or her representative shall register for the Annual General Meeting in the manner described above in this notice.

 

The right of representation can be proven by using the Suomi.fi e-Authorizations service available in the online registration service.

 

4. Following the Annual General Meeting via online stream.

 

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 an online stream. 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 considered at the meeting will be recorded. It is not possible to request to take the floor or vote via the online stream. A link to the online stream and detailed instructions for following the meeting will be sent via email before the meeting to shareholders who have registered for the meeting.
 

5. Other instructions and information

 

The meeting will be held in Finnish.

 

Shareholders have the opportunity to pose questions in advance concerning matters on the meeting's agenda. Questions should be sent via email to [e-mail], and they must arrive no later than by 10:00 a.m. on March 25, 2024. Any questions posed in advance are not questions under the Finnish Companies Act, and posing such questions does not mean using the shareholder's right to request information under the Finnish Companies Act. The company will, to the extent possible, try to answer the questions posed in advance at the meeting.

 

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Annual 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, March 8, 2024, the total number of shares in Raute Corporation is 6,122,679, representing an equal number of votes. 

Lahti, March 8, 2024

RAUTE CORPORATION
Board of Directors

 

Appendices:
Appendix 1 Remuneration policy for governing bodies
 

 

FURTHER INFORMATION:
Laura Raitio, Chair of the Board of Directors, mobile number [phone]

DISTRIBUTION:
Nasdaq Helsinki Ltd, main media, www.raute.com

 

RAUTE IN BRIEF - Making Wood Matter
Raute is the partner to future-proof the wood industry. Our technologies cover different production processes with supporting digital and analytics solutions for engineered wood products. Additionally, we offer full-scale service concept ranging from spare parts to regular maintenance and modernizations. Our innovative hardware and software solutions are designed to support our customers' efficient consumption of natural resources. In mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Raute's head office and main production is located in Lahti, Finland. The company's other production plants are located in Kajaani, Finland, the Vancouver area of Canada, Changzhou, China, and in Pullman, WA, USA. Raute's net sales in 2023 were EUR 145.4 million. The Group's headcount at the end of 2023 was 754. More information about the company can be found at www.raute.com.

 

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