Annual General Meeting 2020
Decisions of Raute Corporation's Annual General Meeting 2020
(Stock exchange release 31 March 2020 at 7:15 p.m.)
Raute Corporation's Annual General Meeting was held in Lahti today. Due to the special circumstances caused by the corona virus epidemic, strict precautionary measures were taken to ensure safety at the meeting while at the same time ensuring the shareholders possibility to exercise their rights. A majority of the shareholders participated in the meeting through a representative and a proxy. More than 80% of voting rights were represented in the meeting, while only eight persons were physically present. The company wants to thank all registered shareholders for their flexibility in this exceptional situation.
Raute Corporation's Annual General Meeting adopted the Financial Statements for 2019, considered the Remuneration Policy for Governing Bodies and discharged the members of the Board of Directors and President and CEO from liability for the financial year 1 January to 31 December 2019.
The Annual General Meeting decided according to the proposal of the Board of Directors to distribute a dividend of EUR 1.45 per a series A and K share, with the payment date 9 April 2020. The record date is 2 April 2020. In the Board meeting preceding the AGM, he Board of Directors reviewed the company's financial position, outlook and other relevant matters and also evaluated changes caused by the corona virus epidemic on them. Based on this review the Board of Directors did not change its dividend proposal to the AGM.
The Annual General Meeting elected the Board of Directors for the next term of office ending at the Annual General Meeting in 2021. Ms. Laura Raitio was re-elected Chair of the Board of Directors, Mr. Mika Mustakallio was re-elected Vice-Chair of the Board of Directors and Mr. Joni Bask, Mr. Ari Harmaala, Mr. Pekka Suominen and Mr. Patrick von Essen were re-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 Chair of the Board is 48,000 euros and to the Vice-Chair of the Board and Board members 24,000 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 2 April 2019 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 to 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.
CEO's Review in the Annual General Meeting
Notice to the AGM (published on 27 February 2020)
Appointments Committee's proposal regarding the composition of the Board of Directors (published on 17 February 2020)