Annual General Meeting 2022
Decisions of the AGM 2022
Annual General Meeting 2022
Stock exchange release March 31, 2022 at 7:50 p.m.
DECISIONS OF RAUTE CORPORATION’S ANNUAL GENERAL MEETING 2022
Raute Corporation’s Annual General Meeting was held in Lahti today. Due to the further prevailing corona virus pandemic, significant 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. Approximately 64 percent of voting rights were represented in the meeting, while only 22 persons were physically present. In addition, 17 shareholders followed the meeting online via a video link. The company wants to thank all registered shareholders for their flexibility in this situation.
Raute Corporation’s Annual General Meeting on March 31, 2022 adopted the Financial Statements, approved the Remuneration Report 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 2021.
The Annual General Meeting decided according to the proposal of the Board of Directors that no dividend be paid for the financial year 2021 by a resolution of the Annual General Meeting and that the distributable assets be transferred to equity. The Annual General Meeting decided, however, to authorize the Board of Directors to decide, at its discretion, on the payment of a total dividend of no more than EUR 0.80 per share for series A and K shares. The authorization will be valid until the beginning of the company’s following Annual General Meeting. Unless the Board of Directors, for a legitimate reason, decides otherwise, the possible dividend will be paid in one installment during the validity of the authorization. The Board of Directors will make a separate decision on the payment of dividend. The company will disclose such decision separately and confirm the record date and the payment date for the dividend in connection thereof. The dividend paid based on the Board of Directors’ decision will be paid to shareholders who, on the record date for the dividend payment in question, are registered in the company’s register of shareholders maintained by Euroclear Finland Ltd.
The Annual General Meeting elected the Board of Directors for the next term of office ending at the Annual General Meeting in 2023. Ms. Laura Raitio was elected Chair of the Board of Directors, Mr. Mika Mustakallio was elected Vice-Chair of the Board of Directors and Mr. Joni Bask, Mr. Ari Harmaala, Mr. Petri Perttula, Mr. Ari Piik 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 Chair of the Board continues to be 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 31 March 2021 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.
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 2022 at the latest on 14 April 2022.
President and CEO
Minutes of the AGM 2022 (unofficial translation)
Invitation to the AGM, published on March 4, 2022