RAUTE CORPORATION STOCK EXCHANGE RELEASE 10 MARCH, 2009 AT 10:00 a.m.
INVITATION TO 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 2 April 2009 in Fellmanni
Congress Centre, address Kirkkokatu 27, Lahti, beginning at 6.00 p.m.
The meeting shall handle the following matters pertaining to the
Annual General Meeting and other matters:
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 Financial Statements for 2008, including also
the Consolidated Financial Statements, the Board of Directors' Report, and the
Auditors' Report
- Presentation by the President and CEO
7. Adoption of the Financial Statements including also the adoption
of the Consolidated Financial Statements
8. Use of the profit shown in the Balance Sheet and resolution on the payment of
a dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.70 per share be paid to holders of series A and K shares based on the
adopted balance sheet for the financial year 2008. The Board of Directors
proposes that the dividend will be paid on 16 April 2009 to a shareholder who on
the record date for dividend distribution, 7 April 2009, is registered as a
shareholder in the Company's share register maintained by Euroclear Finland Ltd
(previously Finnish Central Securities Depository Ltd). Other cases will be
treated in accordance with Article 5 of the Articles of Association.
9. Resolution on the discharge from liability to the members of the Board of
Directors and the President and CEO
10. Resolution on the remuneration payable to the members of the Board of
Directors and auditors
The Appointments Committee proposes that the remuneration to the Chairman of the
Board shall continue to be 40,000 euros, and to the Vice Chairman of the Board
and Board members 20,000 euros, for the term of office. The Board members'
travelling expenses are compensated according to the Company's travel policy.
The Appointments Committee also proposes that the compensation to the Company's
auditor(s) be paid on the basis of reasonable invoicing.
11. Resolution on the number of the members of the Board of Directors
The Appointments Committee proposes that six members be elected to the Company's
Board for the next term of office.
12. Election of the members of the Board of Directors
The Appointments Committee proposes that Mr. Erkki Pehu-Lehtonen be elected as
the new Chairman of the Board of Directors, Ms. Sinikka Mustakallio Vice
Chairman of the Board of Directors and Mr. Ilpo Helander, Mr. Panu Mustakallio,
and Mr. Mika Mustakallio as members of the Board of Directors and Mr. Risto
Hautamäki as a new member of the Board of Directors.
Mr. Jarmo Rytilahti, who has acted as a member of Raute's Board of Directors
since 2003 and as its Chairman since 2004, has announced that he will leave
Raute's Board of Directors.
The new proposed Chairman of the Board Mr. Erkki Pehu-Lehtonen, M.Sc.
(Mechanical Engineering), b. 1950, is currently Senior Adviser to the Board of
Pöyry Plc. He joined the Pöyry Group in 1994 and functioned as Pöyry's President
and CEO from 1999 until May 2008. He was President of Jaakko Pöyry Oy in
1996-1999 and Executive Vice President of Jaakko Pöyry Oy in 1994-1996. Mr.
Pehu-Lehtonen has also been a member of the Board of Directors of Tekla
Corporation since 2006.
The new proposed Board member Mr. Risto Hautamäki, M.Sc. (Eng.), b. 1945, was
President of Metso Paper in 2005-2007 and a member of Metso's Board of Directors
and Compensation Committee in 2004-2005. Before joining Metso, he was President
and CEO of Tamfelt Corporation in 1995-2005 and President and CEO of Valmet
Paper Machinery Inc. in 1990-1994.
All information of relevance regarding the individuals proposed, with respect to
their service on the Board, can be found on the Company's website at
www.raute.com.
13. Election of auditors
The Appointments Committee proposes that Ms. Anna-Maija Simola and Mr. Antti
Unkuri, Authorized Public Accountants, be re-elected as auditors, and Ernst &
Young Oy, an authorized public accounting company, as deputy auditor.
14. Resolution on newspapers where the notice to the Annual General Meeting will
be published
The Board of Directors proposes that the notice to the Annual General Meeting be
published in Helsingin Sanomat and Etelä-Suomen Sanomat.
15. Amendments to the Articles of Association
The Board of Directors proposes that the meeting decides to amend the Articles
of Association as follows, mainly due to the new Limited Liability Companies
Act, which came into force on 1 September 2006:
- The set time periods relating to the right of redemption should be replaced by
the maximum periods set in the Act, with the exception of the time period
stipulated for the request for redemption made by shareholders entitled to
redemption (Article 4).
- The provisions concerning the tally day should be deleted (Article 5).
- The list of the Board's tasks should be deleted (Article 8).
- A provision on the number of the Company's auditors and a mention concerning
an authorized public accounting company should be added (new Article 8).
- The provisions on signing for the Company should be amended to make them
consistent with the terminology of the new Act, and the mention on the Board's
authority to grant and withdraw procurations should be transferred to the same
Article (Article 9).
- The provision on the convocation period of a General Meeting should be
deleted, and the decision-making responsibilities should be amended so that the
newspapers in which the notice of the General Meeting is published are decided
by the Board, not by the General Meeting. A mention that the notice must also be
published on the Company's website should be added (Article 12).
- The agenda of the Annual General Meeting should be amended in part to
correspond with the contents of the new Act, and the principles for indemnifying
travel expenses to the Chairman of the Board, the Board members and the auditors
should be added to the list of items to be decided on (Article 13).
- Article 14, referring to making decisions about amendments to the Articles of
Association, to the Company's entrance into liquidation and to an increase of
the share capital in accordance with the provisions of the Companies Act, should
be deleted (Article 14).
The proposed Articles of Association with amendments is available for inspection
on the Company's website at www.raute.com.
16. Authorizing the Board of Directors to decide on acquisition of own shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board to decide on the repurchase of a maximum of 400,000 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 proposed
number of shares is less than ten percent (10%) of the Company's overall shares.
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 so 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
the maximum price, correspondingly, the highest market price quoted in public
trading during the term of validity of the authorization.
The authorization includes the right to acquire shares otherwise than in
proportion to the holdings of the shareholders. This can take place, for
example, by acquiring shares in public trading on marketplaces whose rules and
regulations allow a company to repurchase shares. The company must have
important financial reasons for acquiring shares in public trading as explained
above or otherwise than in proportion to the holdings of the shareholders.
A series K share can be converted to a series A share in compliance with Article
3 of Raute Corporation's Articles of Association.
The Board of Directors will decide on the other conditions related to share
repurchases.
The authorization is effective until the end of the next Annual General Meeting,
or at the latest until 31 May 2010.
17. Authorizing the Board of Directors to decide on issuance of shares
The Board proposes that the Annual General Meeting authorize the Board to decide
on a directed issue of Raute Corporation's series A shares, as well as on all of
the related conditions, including the recipients and the sum of consideration to
be paid. The Board of Directors may decide to issue either new shares or company
shares held by Raute. The maximum number of shares issued is 400,000 series A
shares. The authorization is effective until the end of the next Annual General
Meeting. As proposed, the authorization will be used to fund or carry out
acquisitions or other arrangements or for other purposes decided by the Board of
Directors.
18. Closing the meeting
DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned proposals on the Agenda of the meeting as well as this
notice are available on Raute Corporation's website at www.raute.com. The Annual
Report of Raute Corporation, including the Financial Statements, the Board of
Directors' Report and the Auditors' Report, is available on the above-mentioned
website in the week beginning 16 March 2009 and will be mailed to shareholders
prior to the meeting. The above-mentioned documents are also available for
examination by shareholders during the week prior to the Annual General Meeting
at the Company's head office, address: Rautetie 2, Nastola. The documents will
also be available at the Annual General Meeting and copies of these documents
will be sent to shareholders upon request. The minutes of the Annual General
Meeting will be available for inspection on the above-mentioned website as from
16 April 2009.
INSTRUCTIONS FOR THOSE ATTENDING THE ANNUAL GENERAL MEETING
1. The right to participate and registration
In order to participate in the Annual General Meeting, shareholders must be
registered in the shareholders' register maintained by Euroclear Finland Ltd by
23 March 2009 at the latest. A shareholder, whose shares are registered in his
or her personal book-entry account, is registered in the shareholders' register
of the Company.
Shareholders who wish to participate in the Annual General Meeting should
register for the meeting no later than at 4:00 p.m. on Friday, 27 March 2009 by
giving prior notice of participation to the Company either in writing to Raute
Corporation, P.O. Box 69, FI-15551 Nastola, Finland, by email to
eija.salminen@raute.com, by telefax +358 3 829 3582, or by phoning Ms. Eija
Salminen at +358 3 829 3302.
In connection with the registration, the shareholder should give his or her
name, date of birth, address, telephone number and the name of a possible
assistant. The personal data provided to Raute Corporation will only be used for
the purposes of the Annual General Meeting and registration 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.
2. Use of proxies
A shareholder is entitled to participate and make use of his or her rights as a
shareholder in the Annual General Meeting by a proxy.
A person holding a shareholder's proxy must be in possession of a dated letter
of proxy or otherwise be able to show that he or she is entitled to act in this
capacity on behalf of a shareholder. Any proxies should be presented before the
end of registration.
3. Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings who wish to attend the Annual
General Meeting should ensure that they are included in the Company's
shareholders' register on the record date set for the Annual General Meeting,
which will be 23 March 2009.
Shareholders with nominee-registered holdings are encouraged to request from
their trustees the necessary instructions concerning registration in the
Company's shareholders' register, letters of proxy, and registration at the
meeting.
4. Additional information for those attending the meeting
On the date of this notice Raute Corporation has 991,161 series K shares
(ordinary share, 20 votes/share), representing 19,823,220 votes, and 3,013,597
series A shares (1 vote/share), representing 3,013,597 votes, i.e. a total of
4,004,758 shares and 22,836,817 votes. Of these shares, a total of 11,228 series
A shares were held by the Company on the date of this notice. On the basis of
the above, a maximum of 22,825,589 votes can be cast at the Annual General
Meeting.
Nastola, on 10 March 2009
RAUTE CORPORATION
Board of Directors
FURTHER INFORMATION:
Mr. Jarmo Rytilahti, Chairman of the Board, mobile +358 400 204 023
RAUTE IN BRIEF:
Raute is a technology company serving the wood products industry worldwide. Its
most important customers are the plywood and LVL industries. The company is one
of the world's leading suppliers of mill-scale projects to these customer
industries. The total service concept also includes technology services, with
which Raute supports its customers throughout the entire life cycle of their
investments. Raute's head office and main production plant are in Nastola,
Finland. Its other production plants are in the Vancouver area of Canada, in the
Shanghai area of China, and in Jyväskylä and Kajaani, Finland. Net sales in 2008
were EUR 98.5 million and the number of personnel 573. More information on the
company can be found at www.raute.com.
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd, main media, www.raute.com