Annual General Meeting 2010

Raute Corporation's Annual General Meeting 2010


Raute Corporation's Annual General Meeting on 31 March 2010 confirmed the Financial Statements for 1 January to 31 December 2009 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 that no dividend be paid for 2009 and that the loss for the financial year be transferred to retained earnings.

The Annual General Meeting elected the Board of Directors for the next term of office ending at the Annual General Meeting in 2011. 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. Pekka Suominen were elected members of the Board of Directors.

The Annual General Meeting chose 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' travelling 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.

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 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 Annual General Meeting resolved to issue stock options to the key personnel of Raute Group. The stock options shall, in deviation from the shareholders' pre-emptive rights, be offered to key personnel of Raute Group separately determined by the Board of Directors and to a wholly-owned subsidiary of Raute Corporation for further delivery to the key personnel of Raute Group. The weighty financial reason for the Company to issue the options is that the stock options are intended to form a part of the incentive and commitment program of the key personnel. The purpose of the stock options is to encourage the selected key employees to work on a long-term basis to increase shareholder value and to commit them to the Company.

The maximum total number of stock options shall be 240,000. Stock options entitle the subscription for a total maximum of 240,000 of Raute Corporation's series A shares and the share capital of Raute Corporation may, as a result of the share subscriptions made with the stock options, increase with a maximum of EUR 480,000. Each stock option entitles the subscription for one (1) series A share. Of the stock options, a maximum of 80,000 shall be marked with the symbol 2010 A, a maximum of 80,000 shall be marked with the symbol 2010 B and a maximum of 80,000 shall be marked with the symbol 2010 C. The stock options shall be issued free of charge.

The share subscription period for stock options 2010 A will be from March 1, 2013 to March 31, 2016, for stock options 2010 B from March 1, 2014 to March 31, 2017 and for stock options 2010 C from March 1, 2015 to March 31, 2018.

The terms and conditions of the stock option system.

Minutes of the Annual General Meeting (original in Finnish), an unofficial translation in English.

A Stock Exchange Release of the decisions made by Raute Corporation's Annual General Meeting 2010 was published on 31 March 2010 at 7:15 p.m.

President and CEO Tapani Kiiski's presentation to the Annual General Meeting (PDF).

Invitation to Raute Corporation's Annual General Meeting 2010