Invitation to the Annual General Meeting 2010
Stock Exchange Release published on 9 March 2010 at 11 a.m.
INVITATION TO RAUTE CORPORATION'S ANNUAL GENERAL MEETING
Raute Corporation's shareholders are invited to attend the Company's Annual General Meeting, which will be held on Wednesday, March 31, 2010 at 6 p.m. at Sibelius Hall, Ankkurikatu 7, Lahti, Finland. The reception of the registered participants and the distribution of ballots will begin at 5 p.m.
A. Matters to be dealt with by the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements for 2009, including also the Consolidated Financial Statements, the Board of Directors' Report, and the Auditor's Report
- Presentation by the President and CEO
7. Adoption of the Financial Statements also including the adoption of the Consolidated Financial Statements
8. Use of the profit shown in the balance sheet and resolution of the payment of a dividend
The Board of Directors proposes to the Annual General Meeting that no dividend be paid for 2009 and that the loss for the financial year be transferred to retained earnings.
9. Resolution of the discharge from liability to the members of the Board of Directors and the President and CEO
10. Resolution on the remuneration payable to the members of the Board of Directors
The Appointments Committee proposes that the remuneration to the Chairman of the Board shall continue to be EUR 40,000, and the remuneration to the Vice Chairman of the Board and Board members shall continue to be EUR 20,000, for the term of office. The Board members' traveling expenses are compensated according to the Company's travel policy.
11. Resolution on the number of members of the Board of Directors
The Appointments Committee proposes that altogether six members be elected to the Company's Board for the next term of office.
12. Election of the members of the Board of Directors
The Appointments Committee proposes that Mr. Erkki Pehu-Lehtonen be re-elected as Chairman of the Board of Directors, Ms. Sinikka Mustakallio Vice Chairman of the Board of Directors and Mr. Risto Hautamäki, Mr. Ilpo Helander and Mr. Mika Mustakallio as members of the Board of Directors and Mr. Pekka Suominen as a new member of the Board of Directors.
The new proposed member of the Board, Pekka Suominen, M.Sc. (Econ. & Bus. Adm.), b. 1976, has functioned as Project Manager for IIR Finland Oy since 2007.
All information of relevance regarding the individuals proposed, with respect to their service on the Board, can be found on the Company's website in connection with the invitation and other material for the Annual General Meeting.
Information on proposed Board members, PDF
13. Resolution on the remuneration payable to the auditors
The Board of Directors proposes that the auditors' remuneration be paid on the basis of reasonable invoicing.
14. Election of auditors
The Board of Directors proposes that authorized public accounting company PricewaterhouseCoopers be chosen as auditors with Authorized Public Accountant Janne Rajalahti as the principal auditor.
15. Authorizing the Board of Directors to decide on acquisition of own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board to decide on the repurchase of a maximum of 400,000 of 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 proposed number of shares is less than ten percent (10%) of the Company's overall shares.
The authorization would entitle 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 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 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.
This authorization shall take the place of the authorization granted by the Annual General Meeting of April 2, 2009 and is effective until the end of the next Annual General Meeting, or at the latest until May 31, 2011.
16. Authorizing the Board of Directors to decide on issuance of shares
The Board proposes that the Annual General Meeting 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.
17. Issuing stock options
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolve 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 price for the stock options shall be determined based on the trade volume weighted average quotation of the share of Raute Corporation in continuous trading, rounded off to the nearest cent, on the NASDAQ OMX Helsinki. For stock options 2010 A the subscription price shall be determined during the two month period immediately following the announcement day of the financial statements for the year 2009, for stock options 2010 B during the two month period immediately following the announcement day of the financial statements for the year 2010 and for stock options 2010 C during the two month period immediately following the announcement day of the financial statements for the year 2011.
From the share subscription price shall be deducted the amount of the dividend or distribution of funds from the distributable equity fund decided after the beginning of the period for determination of the subscription price but before share subscription. Out of the share subscription price the amount equaling the nominal value of the share will be entered into the share capital and the exceeding amount into the invested non-restricted equity fund.
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 proposed stock option system have been published together with the invitation to the Annual General Meeting and other meeting material on the Company's website.
Terms and conditions of the proposed stock option system, PDF
18. Closing the meeting
B. Documents of the Annual General Meeting
The above-mentioned proposals by the Board of Directors and committees on the Agenda of the meeting as well as this invitation are available on Raute Corporation's website at www.raute.com. The Annual Report of Raute Corporation, including the Financial Statements, the Board of Directors' Report and the Auditor's Report, will be available on the above-mentioned website on March 9, 2010. The proposals by the Board of Directors and financial statement documents will also be available at the Annual General Meeting and copies of these documents and this invitation will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available for inspection on the above-mentioned website as from April 14, 2010.
C. Instructions for those attending the Annual General Meeting
1. The right to participate and registration
In order to participate in the Annual General Meeting, shareholders must be registered in the shareholders' register maintained by Euroclear Finland Ltd by March 19, 2010 at the latest. A shareholder, whose shares are registered in his or her personal book-entry account, is registered in the shareholders' register of the Company.
Shareholders who wish to participate in the Annual General Meeting should register for the meeting no later than at 4:00 p.m. on Thursday, March 25, 2010.
Registration for the meeting can take place:
- in writing to Raute Corporation, P.O. Box 69, FI-15551 Nastola, Finland;
- by email to email@example.com;
- by fax to +358 3 829 3582 or
- by telephoning Eija Salminen at +358 3 829 3302.
In connection with the registration, the shareholder should give his or her name, date of birth, address, telephone number and the name of a possible assistant or proxy. The registration letter or notice should arrive before the end of the registration period. The personal data provided to Raute Corporation will only be used for the purposes of the Annual General Meeting and registration at the meeting.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the shareholders' meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Use of proxies
A shareholder is entitled to participate and make use of his or her rights as a shareholder in the Annual General Meeting by a proxy.
A person holding a shareholder's proxy must be in possession of a dated letter of proxy or otherwise be able to reliably show that he or she is entitled to act in this capacity on behalf of a shareholder. If the shareholder participates in the Annual General Meeting by more than one proxy, who represent the shareholder's shares in different securities accounts, the shares based on which the proxies represent the shareholder must be notified in connection with registration. Any letters of proxy should be delivered as originals to the address Raute Corporation, Eija Salminen, P.O. Box 69, FI-15551 Nastola, Finland before the end of registration.
3. Shareholders with nominee-registered holdings
Shareholders with nominee-registered holdings are encouraged to request from their trustees the necessary instructions concerning registration in the Company's shareholders' register, letters of proxy, and registration at the meeting. The trustees' account operators should send notification that the shareholders with nominee-registered holdings who wish to attend the Annual General Meeting be registered temporarily in the Company's shareholders' register by March 26, 2010 at 10 a.m. The notification concerning the temporary registration of the shareholder with nominee-registered holdings in the Company's shareholders' register is seen to constitute registration at the Annual General Meeting.
4. Additional information for those attending the meeting
On the date of this notice, March 9, 2010, Raute Corporation has 991,161 series K shares (ordinary share, 20 votes/share), representing 19,823,220 votes, and 3,013,597 series A shares (1 vote/share), representing 3,013,597 votes, i.e. a total of 4,004,758 shares and 22,836,817 votes.
Participants in the Annual General Meeting are welcome to join us for refreshments following the meeting.
In Nastola on March 9, 2010
Board of Directors