Raute - Notice to general meeting

Notice of Raute Corporation's Annual General Meeting

RAUTE CORPORATION STOCK EXCHANGE RELEASE 26 FEBRUARY 2021 at 12:30 p.m.

NOTICE OF 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, 2021 at 6 p.m. at
Sibelius Hall, Ankkurikatu 7, Lahti, Finland. The reception of the registered
participants will begin at 5:30 p.m.

In order to lower the risk of infection due to the Covid-19 epidemic, the Annual
General Meeting will only be arranged if the number of participants in
attendance is low enough such that the meeting can take place safely and in
compliance with the restrictions and recommendations issued for public
gatherings. Raute also aims to keep the Annual General Meeting as brief as
possible.

For the same reason, the company asks all shareholders to consider whether it is
necessary for a shareholder to attend the meeting in person or represented by a
person other than a proxy representative indicated by the company. Shareholders
who have registered for the meeting but are not attending it in person can
follow the meeting online via a video link. Due to the current situation,
shareholders are advised to follow the Annual General Meeting online via a video
link or to participate in the meeting through a proxy representative designated
by the company. Shareholders also have the opportunity to pose questions in
advance concerning matters on the meeting’s agenda. More detailed instructions
for shareholders can be found in this invitation under section C. Instructions
for those attending the Annual General Meeting.

No refreshments will be served in connection with the meeting.

Raute Corporation is closely monitoring the Covid-19 situation. Any other
changes to the meeting arrangements due to the situation will be announced on
the company’s website at www.raute.com/Investors/Governance/General
Meetings/Annual General Meeting
2021 (https://www.raute.com/investors/governance/general-meetings/annual-general
-meeting-2021/).

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 2020 Financial Statements, Consolidated Financial
Statements, Board of Directors’ Report and Auditor’s Report

- Presentation by the President and CEO
- Answers to questions posed in advance (if possible)
7. Adoption of the Financial Statements and 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 0.80 per share be paid to holders of series A and K shares for
the financial year 2020, 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 6, 2021, 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 13, 2021.

9. Resolution on discharging the members of the Board of Directors and the
President and CEO from liability

10. Handling of the Remuneration Report for Governing Bodies

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/Governance/General
Meetings/Annual General Meeting
2021/ (https://www.raute.com/investors/governance/general-meetings/annual
-general-meeting-2021/).

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 the 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 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 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 March 31, 2020, 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 Report, 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 Report 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 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 by April 14, 2021 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, 2021. 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 March 26, 2021. The registration letter must arrive before the end
of the registration period. Registration for the meeting can take place:

  ·
online via the company’s website www.raute.com/Investors/Governance/General
Meetings/Annual General Meeting
2021/ (https://www.raute.com/investors/governance/general-meetings/annual
-general-meeting-2021/),

  · in writing to Raute Corporation, Annual General Meeting 2021, P.O. Box 69,
15551 NASTOLA, Finland,
  · by email to eija.salminen@raute.com, or
  · by calling Eija Salminen at +358 50 3801517.

Online registration requires strong authentication by the shareholder or his/her
legal representative or proxy representative using Finnish or Swedish banking
codes or a mobile certificate.

In connection with the registration, the shareholder must give his or her name,
personal identity code/business ID, address and telephone number, as well as the
name of a possible assistant, authorized proxy representative or legal
representative and the personal identity code of the proxy representative or
legal representative, as well as information about whether the shareholder
intends to participate in the meeting in person or represented by a person other
than a proxy representative designated by the company. 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. 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, 2021. 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, 2021. 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 or 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 forms 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.

3. Use of proxy representatives and proxy forms
A shareholder is entitled to participate and exercise his or her rights as a
shareholder in the Annual General Meeting through a proxy representative.

Due to the ongoing Covid-19 situation and in order to reduce the risk of
infection, shareholders are advised to participate in the Annual General Meeting
primarily through a proxy representative designated by the company as referred
to here in section C.3.

A shareholder can appoint as his or her proxy representative a company
-designated proxy representative, who is attorney Jukka Tanhuanpää of the legal
firm Applex Oy or a person appointed by him. Detailed instructions for
authorizing a company-designated proxy representative, as well as a proxy form
template and voting instructions, are available on the company’s website at
www.raute.com/Investors/Governance/General Meetings/Annual General Meeting 2021.
Authorizing a proxy representative designated by the company does not entail
costs for the shareholder, with the exception of possible costs related to
submitting the proxy form and related material. A shareholder who wishes to
exercise the aforementioned authorization must be registered for the Annual
General Meeting. More information on the use of a proxy form is available from
Eija Salminen, Group Executive Assistant, Raute Corporation, email
eija.salminen@raute.com.

The shareholder also has the option of appointing another proxy representative.
Proxy representatives must present a dated proxy form or otherwise be able to
reliably show that they are entitled to act in this capacity on behalf of a
shareholder.

If a shareholder is represented 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 forms should be delivered as originals to the address Raute
Corporation, Eija Salminen, P.O. Box 69, 15551 Nastola, Finland before the
registration ends.

4. Following the Annual General Meeting via video link

Shareholders who have registered for the Annual General Meeting but are not
attending the meeting in person have the opportunity to follow the meeting in
real time via a video link. The speeches of the Chair of the Board of Directors
and the CEO, as well as presentation material related to the other matters to be
addressed at the meeting will be recorded. Speech requests and voting are not
possible via the video link. The meeting will be held in Finnish. A link to the
video broadcast and detailed instructions for following the meeting will be sent
via email before the meeting to shareholders who have registered for the
meeting.
5. Additional information for those attending the meeting

Shareholders have the opportunity to pose questions in advance concerning
matters on the meeting’s agenda. Questions should be sent via email to
ir@raute.com, and they must arrive no later than March 24, 2021, by 10:00 a.m.
The company will make every effort to answer the questions 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.

On the date of this notice, February 26, 2021, 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.
Lahti, February 26, 2021
RAUTE CORPORATION
Board of Directors

Attachment: Remuneration Report

FURTHER INFORMATION:
Laura Raitio, Chair of the Board of Directors, mobile number +358 50 386 0004

DISTRIBUTION:
Nasdaq Helsinki Ltd, main media, www.raute.com

RAUTE IN BRIEF:

Raute is a technology and service company that operates worldwide. Raute’s
customers are companies operating in the wood products industry that manufacture
veneer, plywood, LVL (Laminated Veneer Lumber) and sawn timber. Its technology
offering covers the entire production process for veneer, plywood and LVL and
special measurement equipment for sawn timber. As a supplier of mill-scale
projects, Raute is a global market leader both in the plywood and LVL
industries. Additionally, Raute’s full-service concept includes technology
services ranging from spare parts deliveries to regular maintenance and
equipment modernizations. Raute’s head office is located in Lahti, Finland. The
company’s other production plants are located in Kajaani, Finland, the Vancouver
area of Canada, the Shanghai area of China and in Pullman, Washington, USA.
Raute’s net sales in 2020 were EUR 115.0 million. The Group’s headcount at the
end of 2020 was 751. More information about the company can be found at
www.raute.com.

Attachments:

02260053.pdf