Annual General Meeting 2018

Annual General Meeting 2018

DECISIONS OF RAUTE CORPORATION'S ANNUAL GENERAL MEETING 2018
(Stock exchange release on 22 March 2018 at 7.55 p.m.)
 
Raute Corporation's Annual General Meeting on 22 March 2018 confirmed the Financial Statements for 1 January to 31 December 2017 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 a dividend of EUR 1.25 per a series A and K share, with the payment date 4 April 2018. The record date is 26 March 2018.
 
The Annual General Meeting elected the Board of Directors for the next term of office ending at the Annual General Meeting in 2019. Mr. Erkki Pehu-Lehtonen was elected Chairman of the Board of Directors, Mr. Mika Mustakallio was elected Vice-Chairman of the Board of Directors and Mr. Joni Bask, Ms. Laura Raitio, Mr. Pekka Suominen and Mr. Patrick von Essen were elected members of the Board of Directors. 
 
The Annual General Meeting elected authorized public accountants PricewaterhouseCoopers Oy as auditors with Mr. Markku Launis (Authorized Public Accountant) as the principal 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' traveling expenses will be compensated according to the company's travel policy. The compensation to the company's auditors will be paid on the basis of reasonable invoicing approved by the company.
 
Authorization of the Board of Directors to decide on acquisition of own shares
The Annual General Meeting decided to 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 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 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 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 decide on the other conditions related to share repurchases.
 
The authorization shall take the place of the authorization granted by the Annual General Meeting of 28 March 2017 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. 
 
Authorization of the Board of Directors to decide on issuance of shares 
The Annual General Meeting decided authorize the Board to decide on an 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 includes 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 also taking into account the interests of all of 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.
 
Amendment to articles 8 and 13 of the Articles of Association
The Annual General Meeting decided to amend Article 8 and Article 13 as follows:
 
"Article 8 
The company has one auditor, which must be an audit firm as referred to in the Finnish Auditing Act."
 
"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 auditor;
7. the number of members of the Board of Directors;
8. other matters mentioned in the summons to the General Meeting;
 
shall be elected
9. the Chairman, the Vice-Chairman and the members of the Board of Directors;
10. the auditor."
 
Minutes of the Annual General Meeting
The Minutes of the Annual General Meeting are available on Raute Corporation's website at www.raute.com > Investors > Corporate Governance > Annual General Meeting > Annual General Meeting 2018 as from 5 April 2018.