Raute - Notice to general meeting

INVITATION TO RAUTE CORPORATION'S ANNUAL GENERAL MEETING

Nastola, Finland, 2011-03-21 14:30 CET (GLOBE NEWSWIRE) -- RAUTE CORPORATION
STOCK EXCHANGE RELEASE 21 MARCH 2011 at 3:30 p.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, April 13, 2011 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 2010, including 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, 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 a dividend
of EUR 0.30 per share be paid to holders of series A and K shares based on the
adopted balance sheet for the financial year 2010. The Board of Directors
proposes that the dividend be paid on April 27, 2011 to a shareholder who, on
the record date for dividend distribution, April 18, 2011, is registered as a
shareholder in the Company's share register maintained by Euroclear Finland
Ltd. 

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 as Vice-Chairman
of the Board of Directors and Mr. Risto Hautamäki, Mr. Ilpo Helander, Mr. Mika
Mustakallio, and Mr. Pekka Suominen as members of the Board of Directors. 

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. 

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 Oy be further 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 March 31, 2010 and is effective until the end of the
next Annual General Meeting, or at the latest until May 31, 2012. 

16. Authorizing the Board of Directors to decide on the 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. 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. Raute Corporation's Annual Report and
financial statement documents, including Financial Statements, the Board of
Directors' Report and the Auditor's Report as well as the consolidated
financial statements, are available on the above-mentioned website. 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 of April 27, 2011. 


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
April 1, 2011 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, April 7, 2011. 

Registration for the meeting can take place:
- in writing to Raute Corporation, P.O. Box 69, FI-15551 Nastola, Finland;
- by email to eija.salminen@raute.com;
- by fax to +358 3 829 3582 or
- by calling 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,
notification of the shares based on which the proxies represent the shareholder
must be given 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 registration ends. 

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 April 8, 2011 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 21, 2011, 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 21, 2011


RAUTE CORPORATION
Board of Directors


FURTHER INFORMATION:
Arja Hakala, Group Vice President, Finance, CFO, tel. +358 3 829 3293, mobile
+358 400 710 387 

DISTRIBUTION:
NASDAQ OMX 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 and LVL (Laminated Veneer Lumber). The technology
offering covers machinery and equipment for the entire production process. 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
services ranging from repairs and spare parts deliveries to regular maintenance
and equipment modernizations. Raute's head office is located in Nastola,
Finland. Its other production plants are in the Vancouver area of Canada, in
the Shanghai area of China, and in Kajaani, Finland. Raute's net sales in 2010
were EUR 62.9 million. The Group's headcount at the end of 2010 was 495. 

More information on the company can be found at: http://www.raute.com/.