RAUTE CORPORATION STOCK EXCHANGE RELEASE 2 April 2009 at 07:45 p.m.
DECISIONS OF RAUTE
CORPORATION'S ANNUAL GENERAL MEETING 2009
Raute Corporation's Annual General Meeting confirmed on 2 April 2009 the
Financial Statements for 1 January to 31 December 2008 and discharged the
members of the Board of Directors and President and CEO from liability.
The Annual General Meeting decided according to the proposal of the Board of
Directors to distribute the dividend EUR 0.70 per share be paid for series A and
K shares, with the payment date April 16, 2009. The record date is April 7,
2009.
The Annual General Meeting elected the Board of Directors for the next term of
office ending at the Annual General Meeting in 2010. Mr. Erkki Pehu-Lehtonen was
elected Chairman of the Board of Directors, Ms. Sinikka Mustakallio was elected
Vice-Chairman of the Board of Directors and Mr. Risto Hautamäki, Mr. Ilpo
Helander, Mr. Mika Mustakallio, and Mr. Panu Mustakallio were elected members of
the Board of Directors.
Ms. Anna-Maija Simola (Authorized Public Accountant) and Mr. Antti Unkuri
(Authorized Public Accountant) were elected as auditors. The auditing company
Ernst & Young Oy was elected as the deputy auditor.
The Annual General Meeting decided that the remuneration to the Chairman of the
Board continues 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 will be compensated according to the company's travel policy. The
compensation to the company's auditor(s) will be paid on the basis of reasonable
invoicing.
Amendments to the Articles of Association
The Annual General Meeting decided to amend the Articles of Association as
follows, mainly due to the new Limited Liability Companies Act, which came into
force on September 1, 2006:
- The set time periods relating to the right of redemption was 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 were deleted (Article 5).
- The list of the Board's tasks was deleted (Article 8).
- A provision on the number of the company's auditors and a mention about an
authorized public accounting company was added (new Article 8).
- The provisions on signing for the company were 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 was transferred to the same Article (Article 9).
- The provision on the convocation period of a General Meeting was deleted, and
the decision-making responsibilities was 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 was added (Article 12).
- The agenda of the Annual General Meeting was 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 were
added in the list of items to be decided on (Article 13).
- Article 14 referring to making decisions about amendments to the Articles of
Association, about the company's entrance into liquidation and about an increase
of the share capital in accordance with the provisions of the Companies Act was
deleted (Article 14).
The new Articles of Association are enclosed to this stock exchange release.
Authorization of the Board of Directors to decide on the repurchase of shares
The Annual General Meeting decided to authorize the Board to decide on the
repurchase of a maximum of 400,000 Raute Corporation 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 number of shares is less than ten
percent (10%) of the company's overall shares.
The authorization entitles 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 to acquire 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 section
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 least until 31 May 2010.
Authorization of the Board of Directors to decide on a directed issue of Raute
Corporation's series A shares
The Annual General Meeting decided to 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.
Minutes of the Annual General Meeting
The Minutes of the Annual General Meeting are available on Raute Corporation's
website at www.raute.com as from 16 April 2009.
RAUTE CORPORATION
Board of Directors
FURTHER INFORMATION:
Tapani Kiiski, President and CEO, Raute Corporation, tel. +358 3 829 3560,
mobile +358 400 814 148
Arja Hakala, CFO, Raute Corporation, tel. +358 3 829 3293,
mobile +358 400 710 387
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
APPENDIX:
RAUTE CORPORATION'S ARTICLES OF ASSOCIATION
ARTICLES OF ASSOCIATION
Article 1
The Company's name is Raute Oyj, Raute Corporation in English and Raute Abp in
Swedish. Its registered office is in Lahti.
The Company's line of business:
1. Sale of products of the engineering, metal and electronics industries, as
well
as related systems and installations, including deliveries for international
projects in the metal industry, marketing and manufacturing, and sale,
marketing, licensing and distribution of related know-how, raw materials and
services; as well as trade in the end products manufactured by the above
mentioned equipment.
2. Group strategic planning, group financing and investment activities, real
estate
business, including real estate investments and securities business. To this
end, the Company may operate through subsidiaries or associated companies in
Finland and abroad.
Article 2
The Company's minimum share capital is five million (5,000,000) euros and its
maximum share capital twenty million (20,000,000) euros, within which limits the
share capital may be increased or decreased without amending the Articles of
Association.
The par value of the shares is two (2) euros.
The shares are divided into ordinary shares and A shares, with a minimum of
three hundred and eighty thousand (380,000) and a maximum of ten million
(10,000,000) ordinary shares, and a minimum of two million one hundred and
twenty thousand (2,120,000) and a maximum of ten million (10,000,000) A shares.
The ordinary shares are entered in the K series and the A shares are entered in
the A series. The ordinary shares and the A shares differ from one another, so
that every ordinary share entitles in the General Meeting to twenty (20) votes
and a share of the A series to one (1) vote.
Article 3
An ordinary share may be converted to an A share on the following terms:
1) The owner of an ordinary share or, in the case of shares under
administrative
registration, the portfolio manager may at any time make to the Company's Board
of Directors a written request for conversion. The request may be withdrawn
before the notice is filed with the Trade Register.
2) The shareholder shall specify in the request for conversion the shares
(book-entry securities) and their number.
3) The Company's Board of Directors shall deal with the requests for conversion
within two months of the day when the Company is notified of the request for
conversion.
4) The general precondition for conversion is that the shareholder can freely
dispose of the shares and that they are not subject to any outside obligation
and/or encumbrance.
5) The conversion of shares is effected so that one share of the K series is
equivalent to one share of the A series. The conversion procedure is completed
when the conversion of the shares has been entered in the Trade Register, and
the conversion is then binding on both the Company and the shareholder.
6) The Company may request that an entry be made in the shareholder's
book-entry
securities account restricting the owner's power of transfer or assignation
during the conversion procedure.
Article 4
If an ordinary share is transferred to a new owner who is not a shareholder of
the K series, the transferee shall immediately notify the Board of Directors
thereof in writing, and the other shareholders of ordinary shares, i.e.
shareholders of the K series, have the right to redeem the share on the
following terms:
1. The right of redemption does not apply to any title by inheritance or last
will
and testament. Also the right of redemption does not apply to a transfer if the
transferee is the transferor's father, mother, direct heir or adoptive child, or
the transferor's sister or brother, or the sister's or brother's direct heir or
their adoptive child.
2. In the event that several shareholders wish to exercise their right of
redemption, the shares shall be distributed by the Board of Directors between
the interested shareholders pro rata their previous shares. If the shares cannot
be distributed equally, the remaining shares are distributed between the
interested shareholders by lot.
3. The redemption price is the price agreed de facto between the transferor and
the
transferee, or, if the title is free, the compensation cannot be determined
otherwise, or at least part of the compensation is other than money, the value
of one share is the stock exchange price of the A share at the time the request
for redemption is made.
4. The Board of Directors shall inform the redemption entitled shareholders
within
one month of the notification of transfer of the share by sending a notice by
registered post to the address listed in the shareholders' register or otherwise
known to the Company. The notice shall include information of the details
affecting the redemption price, the transferee's name, the day of transfer as
well as the day on which notice was given to the Board of Directors of the
transfer of the share.
5. The shareholder shall make to the Company a written request for redemption
within forty-five (45) days of the day when the Board was notified of the
transfer of the share.
6. The redemption price shall be paid within a month of the end of the period
specified in section 5, or if the redemption price is not fixed, from the moment
the redemption price is confirmed, to the party from whom the shares are
redeemed, in cash or by a cheque certified by a bank, or deposited within the
stipulated period with the chief executory officer.
7. In the event that the redemption entitled shareholders do not exercise their
right of redemption within the stipulated time, the Company has the right, under
the provisions of the effective Companies Act, to use the Company's
distributable funds to redeem a share of the K series, and the Company shall
then make a request for redemption to the transferee within two (2) months of
the Board being notified of the transfer of the share. The Company shall pay
the redemption price within one month of the end of the redemption request
period mentioned in this section 7 or, if the redemption price is not fixed,
from the confirmation of the price.
8. The Company shall notify the redemption entitled shareholders in writing of
its
exercise of the right of redemption, concurrently with the request for
redemption as per section 7.
9. Any disputes about the right of redemption and the amount of the redemption
price shall be submitted for settlement by arbitrators according to the
conciliation procedure prescribed by the Arbitration Act, except if the Company
has itself redeemed shares subject to redemption.
Article 5
The Company's shares are in the book-entry securities system.
Article 6
The Company's business is managed by the Board of Directors and the President
and CEO. The Board consists of five to seven (5 to 7) members.
Article 7
The Board has a quorum when more than half of the members are present. In the
event of votes being equal, the chairman shall have the casting vote.
Article 8
The Company shall have at least one and at most two auditors and one deputy
auditor. If an authorized public accounting company is elected, a deputy auditor
does not need to be elected. If the auditor elected is other than an authorized
public accounting company, two auditors and one deputy auditor are elected.
Article 9
The Chairman of the Company's Board of Directors and the President and CEO
represent the Company, each alone, or two members of the Board together. The
Board may grant procurations so that the procuration holders may represent the
Company two together or each alone together with a member of the Board of
Directors.
Article 10
The Company's accounting period is a calendar year.
Article 11
The Annual General Meeting shall be held within six months of the expiration of
the accounting period.
Article 12
The Annual General Meeting and an Extraordinary General Meeting shall be called
by a notice published in one national newspaper decided by the Board of
Directors and in one newspaper appearing in Lahti and on the Company's internet
site.
A shareholder who wishes to exercise his or her share-based voting rights at the
General Meeting shall notify the Company thereof not later than on the day
stipulated in the summons to the meeting. This day may not be more than ten
(10) days before the meeting.
Article 13
At the Annual General Meeting
shall be presented
1. the Financial Statements and the Consolidated Financial Statements;
2. the Auditors' Report;
shall be decided on
3. the approval and adoption of the Financial Statements and the Consolidated
Financial Statements;
4. any measure or action that the profit shown in the Balance Sheet gives cause
for;
5. the discharge from liability to the members of the Board of Directors and to
the
President and CEO;
6. the principles for indemnifying travel expenses and the remuneration of the
Chairman and the members of the Board of Directors and the auditors;
7. the number of the members of the Board of Directors;
8. the number of the auditors and deputy auditors;
9. other matters mentioned in the summons to the General Meeting;
shall be elected
10. the Chairman, the Vice-Chairman and the members of the Board of Directors;
11. the auditor(s) and deputy auditors where applicable.