Annual General Meeting 2020
NOTICE OF RAUTE CORPORATION'S ANNUAL GENERAL MEETING
(published on February 27, 2020)
Raute Corporation's shareholders are invited to attend the company's Annual General Meeting, which will be held on Tuesday, March 31, 2020, at 6 p.m. at Lahti Sports and Fair Centre, Salpausselänkatu 7, Lahti, Finland. The reception of the registered participants and the distribution of ballots will begin at 5 p.m.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
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 2019 Financial Statements, including also the Consolidated Financial Statements, Board of Directors' Report and Auditor's Report
- Presentation by the President and CEO
7. Adoption of the Financial Statements, including the adoption of the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors will propose to the Annual General Meeting that a dividend of EUR 1.45 per share be paid to holders of series A and K shares for the financial year 2019, and that the remainder of the distributable assets be transferred to equity. The dividend shall be paid to a shareholder who, on the record date for dividend distribution, April 2, 2020, is registered as a shareholder in the Company's share register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on April 9, 2020.
9. Resolution on discharging the members of the Board of Directors and the President and CEO from liability
10. Handling of the Remuneration Policy for Governing Bodies
Presentation of the company's Board-approved Remuneration Policy for the Governing Bodies and the advisory resolution of the Annual General Meeting on approval of the Remuneration Policy.
The Remuneration Policy is appended to this Notice of Raute Corporation's Annual General Meeting and is available on the company's website, at www.raute.com > Corporate Governance > Annual General Meeting.
11. Resolution on the remuneration of the members of the Board of Directors
The Appointments Committee proposes that the remuneration paid to the Chair of the Board of Directors shall continue to be EUR 48,000 and the remuneration paid to the Vice Chair of the Board and Board members shall continue to be EUR 24,000 for the term of office. The Board members' traveling expenses are compensated according to the Company's travel policy.
12. Resolution on the number of members on the Board of Directors
The Appointments Committee proposes that altogether six (6) members be elected to the Company's Board for the next term of office, which expires at the next Annual General Meeting.
13. Election of the members of the Board of Directors
The Appointments Committee proposes that Ms. Laura Raitio be re-elected as Chair of the Board of Directors and Mr. Mika Mustakallio as Vice Chair of the Board of Directors, and that Mr. Joni Bask, Mr. Ari Harmaala, Mr. Pekka Suominen and Mr. Patrick von Essen be re-elected as members of the Board of Directors. These individuals have consented to their proposed election.
All information of relevance regarding the individuals proposed can be found on the Company's website at www.raute.com > Investors > Corporate Governance > Annual General Meeting > Annual General Meeting 2020.
14. Resolution on the remuneration payable to the auditor
The Board of Directors proposes that the auditors' remuneration be paid on the basis of reasonable invoicing as approved by the company.
15. Election of the auditor
The Board of Directors proposes that the audit firm PricewaterhouseCoopers be chosen as the company's auditor, with Authorized Public Accountant Markku Launis as the principal auditor.
16. Authorizing the Board of Directors to resolve on acquisition of own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board to resolve 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 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 resolve on the other conditions related to share repurchases.
This authorization shall replace the authorization granted by the Annual General Meeting of April 2, 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.
17. Authorizing the Board of Directors to resolve on a share issue
The Board proposes that the Annual General Meeting authorize the Board to resolve on an issue of Raute Corporation's series A shares, as well as on all related conditions, including the recipients and the sum of consideration to be paid.
The Board of Directors may resolve to issue either new shares or company shares held by Raute. The maximum number of shares that can be issued is 400,000 series A shares.
The Board proposes that the authorization include 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 taking into account the interests of all 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.
18. Closing the meeting
B. Documents of the Annual General Meeting
The aforementioned proposals for resolution on the list of items for the Annual General Meeting, the Remuneration Policy, this Notice to the Annual General Meeting, the Board of Directors' Report and the Auditor's Report are available on Raute's website, www.raute.com.The Remuneration Policy is also appended to this Notice to Raute Corporation's Annual General Meeting. The proposals for resolution by the Board of Directors and its committees, the Remuneration Policy and the financial statement documents will also be available at the Annual General Meeting, and copies of these documents and this Notice to the Annual General Meeting will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website as of April 14, 2020 at the latest.
C. Instructions for those attending the Annual General Meeting
1. The right to participate and registration
To be entitled to attend the Annual General Meeting, shareholders must be registered in the shareholders' register maintained by Euroclear Finland Ltd on March 19, 2020. A shareholder whose shares are registered in his or her personal Finnish book-entry account is registered in the shareholders' register of the Company.
A shareholder registered in the shareholders' register who wishes to participate in the Annual General Meeting must register for the meeting by no later than 4:00 p.m. on Thursday, March 26, 2020. 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 3200 or
- by calling Eija Salminen at +358 3 829 3302.
In connection with the registration, the shareholder must give his or her name, personal identity code/business ID, address, telephone number and the name of a possible assistant or proxy representative and the proxy representative's personal identity code. Shareholders' personal data provided to Raute Corporation will only be used for the purposes of the Annual General Meeting and registration at the meeting.
Shareholders, or their representative or proxy representative, must be able to prove their identity and/or their right to represent a shareholder at the meeting location if required.
2. Use of proxy representatives and proxy documents
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 representative. The shareholder's proxy representative must be in possession of a dated proxy document 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 representative, who represent the shareholder's shares in different securities accounts, notification of the shares based on which the proxies represent the shareholder must be given in connection with registration.
Any proxy documents should be delivered as originals to the address Raute Corporation, Eija Salminen, P.O. Box 69, FI-15551 Nastola, Finland before the registration ends.
3. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to participate in the Annual General Meeting by virtue of the shares based on which they would have the right to be registered in the shareholders' register maintained by Euroclear Finland Ltd. on the record date March 19, 2020. Participation furthermore requires that the shareholder is, by virtue of these shares, temporarily registered in the shareholders' register maintained by Euroclear Finland by no later than 10.00 a.m. on March 26, 2020. In terms of nominee-registered shares, this constitutes registration for the Annual General Meeting. Shareholding changes that take place after the record date of the Annual General Meeting do not affect the right to participate in the meeting nor the number of votes held by the shareholder.
Holders of nominee-registered shares are invited to request the necessary instructions concerning registration in the temporary shareholders' register, the issuing of proxy documents and registering for the meeting well in advance from their trustees. The trustee's account operators must send notification to temporarily register the holder of nominee-registered shares who wishes to attend the Annual General Meeting in the Company's shareholders' register at the latest by the date specified above.
4. Additional information for those attending 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.
On the date of this notice, February 27, 2020, Raute Corporation has a total of 991,161 series K shares (ordinary share, 20 votes/share), representing 19,823,220 votes, and 3,272,033 series A shares (1 vote/share), representing 3,272,033 votes, i.e. a total of 4,263,194 shares and 23,095,253 votes.
Participants in the Annual General Meeting are welcome to join us for refreshments following the meeting.
Lahti, February 27, 2020
Board of Directors