Annual General Meeting 2012
Raute Corporation's Annual General Meeting 2012
Raute Corporation's Annual General Meeting on 16 April 2012 confirmed the Financial Statements for 1 January to 31 December 2011 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 0.30 per share to be paid for series A and K shares, with the payment date 26 April 2012. The record date is 19 April 2012.
The Annual General Meeting elected the Board of Directors for the next term of office ending at the Annual General Meeting in 2013. 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, Mr. Risto Hautamäki, Mr. Ilpo Helander, and Mr. Pekka Suominen were elected members of the Board of Directors.
The Annual General Meeting elected authorized public accounting company PricewaterhouseCoopers Oy as auditors with Mr. Janne Rajalahti (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 reasonableinvoicing.
Amendment to the Articles of Association
The Annual General Meeting decided to alter Article 12 as follows:
The Annual General Meeting shall be called by a notice published on the Company's website and in a stock exchange release at the earliest three (3) months and at the latest three (3) weeks before the Annual General Meeting, however, in any case no later than nine (9) days before the record date for the Annual General Meeting.
A shareholder who wishes to take part in the Annual General Meeting and exercise his share-based voting rights shall notify the Company thereof in the manner indicated in the meeting notice and no later than on the day stipulated in the meeting notice. This day may not be more than ten (10) days before the meeting.
The new Articles of Association.
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'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 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 shall take place of the authorization granted by the Annual General Meeting of 13 April 2011 and is effective until the end of the next Annual General Meeting, or at least until 31 May 2013.
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.
Decreasing the share premium fund as shown in the Company's balance sheet
The Annual General Meeting decided to decrease the share premium fund as shown in the Company's balance sheet on December 31, 2011 by EUR 6,498,341.93 by transferring all of the assets in the share premium fund into the invested non-restricted equity fund.
The Minutes of the Annual General Meeting are available as from 30 April 2012.
Stock exchange release on the AGM decisions published on 16 April 2012 at 7.30 p.m.
Review by the President and CEO Mr. Tapani Kiiski's presentation at the Annual General Meeting on 16 April 2012.