Annual General Meeting 2026

Raute Corporation, Stock Exchange Release, 14 April 2026 at 1:45 p.m. EEST

Decisions of Raute Corporation's Annual General Meeting 2026

Raute Corporation’s Annual General Meeting (AGM) was held on April 14, 2026, in Lahti.

The AGM adopted the financial statements for the financial year 2025 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2025. The AGM adopted the Remuneration Report 2025 for Governing Bodies and the Remuneration Policy for Governing Bodies through an advisory resolution.

Composition and remuneration of the Board of Directors

The AGM confirmed the number of members of the Board of Directors as seven. Laura Raitio, Licentiate of Science (Technology) was elected as the Chair of the Board of Directors and Joni Bask, M.Sc. (Tech.) as the Vice-Chair of the Board of Directors and Ari Piik, B.Sc. (Econ.), Mikko Kettunen, M.Sc. (Econ.), Julius Manni, M.Sc. (Econ.) and Jenni Virnes, M.Sc. (Eng.) as members of the Board of Directors. Anna Hyvönen, Licentiate of Science (Technology), was elected as a new member to the Board. The Board of Directors’ term of office will end at the end of the next Annual General Meeting.

The AGM decided that the Chair of the Board shall be paid an annual fee of EUR 55,000 and the Vice-Chair of the Board and Board members an annual fee of EUR 27,000, and that any travel expenses of the Board members will be reimbursed in accordance with the company's travel policy.

The AGM also decided on the following remuneration for committee work:

• The meeting fee for committee work for the Chair of the Audit Committee is EUR 1,000 per meeting.
• The meeting fee for the chair of other possible committees and committee members is EUR 500 per meeting.

Auditor and sustainability reporting assurer

The AGM elected audit firm PricewaterhouseCoopers Oy as the company’s auditor, with Authorized Public Accountant (KHT) Mikko Nieminen as the principal auditor.

The Authorized Sustainability Audit Firm PricewaterhouseCoopers Oy was elected as the company’s sustainability reporting assurer with Authorized Sustainability Auditor (KRT) Mikko Nieminen as the principal sustainability assurer of the company.

It was decided that the remuneration for the auditor and for the sustainability reporting assurer will be paid according to the invoice approved by the company.

Payment of dividend

The AGM decided that a dividend of EUR 0.65 per share be paid on the basis of the adopted balance sheet for the financial year 2025 in accordance with the proposal of the Board of Directors. The dividend will be paid to shareholders who are registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of the payment of the dividend, which is 16 April 2026. The dividend will be paid on 23 April 2026.

Authorizing the Board of Directors to resolve on the acquisition of own shares

The AGM authorized the Board of Directors to resolve on the repurchase of a maximum of 600,000 of Raute Corporation’s shares using assets from the company’s non-restricted equity, which would lead to a decrease in the company’s distributable funds.

The authorization entitles the Board to acquire the company’s 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 company’s share in public trading such 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, correspondingly, the maximum price is the highest market price quoted in public trading during the term of validity of the authorization.

The authorization includes the right to acquire shares in a directed manner, i.e. not in proportion to the holdings of the shareholders. A directed repurchase of the company’s own shares can take place, for example, by acquiring shares in public trading on markets where, according to the 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 directed manner, requires that the company has a weighty financial reason to do so.

The Board of Directors is authorized to decide on other terms and conditions related to share repurchases.

This authorization shall replace the authorization granted by the Annual General Meeting of April 15, 2025, 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.

Authorizing the Board of Directors to resolve on a share issue and the issuance of special rights entitling to shares

The AGM authorized the Board of Directors to resolve on an issue of Raute Corporation’s shares and the issuance of special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Companies Act in one or several instalments. The Board of Directors is authorized to resolve on all conditions of the share issue or the issuance of special rights, including the recipients and the sum of possible consideration to be paid.

The Board of Directors may, by virtue of the authorization, resolve to issue either new shares or treasury shares held by the company. The aggregate maximum number of shares that can be issued is 600,000 shares. Any shares to be issued based on special rights entitling to shares are included in the above-mentioned aggregate number of 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 directed share issue may be without payment only if a weighty financial reason exists in terms of the company, while taking into account the interests of all the shareholders. 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, or at the most for 18 months following the resolution of the Annual General Meeting.

Amendment of the Charter of the Shareholders’ Nomination Board

The AGM accepted the proposal of the Shareholders’ Nomination Board that the appointment of the members of the Nomination Board would be brought forward by one month from the current date and would in future be based on the ownership situation on the last business day of July instead of the current August.

Section 2, paragraph 2, and to sub-sections (a) and (b) of paragraph 3 of the Charter of the Shareholders’ Nomination Board was amended to read as follows:

The members of the Nomination Board are appointed by the three (3) largest shareholders, each of whom has the right to appoint one (1) member. The number of shares owned by the shareholders is determined on the basis of the Company’s shareholder register maintained by Euroclear Finland Oy in accordance with the situation on the last business day of the July preceding the Annual General Meeting.

The following principles shall also be applied when determining the shareholders entitled to appoint members to the Nomination Board:

(a) If the shareholders are obligated under the Securities Markets Act to take other parties’ holdings in the Company into account when stating changes to their percentage of holdings (the flagging obligation), the holdings of such shareholders and such other parties shall be aggregated, provided that the shareholder submits a written request concerning the matter to the Chair of the Company’s Board of Directors no later than on the last business day of July. A reliable account of the grounds for the flagging obligation must be included with the request.

(b) If a holder of nominee registered shares wishes to exercise its appointment right, such holder must present a written request concerning the matter to the Chair of the Company’s Board of Directors no later than on the last business day of July. A reliable account of how many shares the holder of nominee registered shares owns must be included with the request.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the this page no later than April 28, 2026.

Minutes of the Annual General Meeting 2026