Raute - Decisions of general meeting

Decisions of Raute Corporation's Annual General Meeting 2013

Nastola, Finland, 2013-04-08 18:15 CEST (GLOBE NEWSWIRE) -- RAUTE CORPORATION
STOCK EXCHANGE RELEASE 8 April 2013 at 7:15 p.m. 


DECISIONS OF RAUTE CORPORATION'S ANNUAL GENERAL MEETING 2013

Raute Corporation's Annual General Meeting on 8 April 2013 confirmed the
Financial Statements for 1 January to 31 December 2012 and discharged the
members of the Board of Directors and President and CEO from liability. 

The Annual General Meeting decided according to the proposal of the Board of
Directors to distribute a dividend of EUR 0.50 per share to be paid for series
A and K shares, with the payment date 18 April 2013. The record date is 11
April 2013. 

The Annual General Meeting elected the Board of Directors for the next term of
office ending at the Annual General Meeting in 2014. Mr. Erkki Pehu-Lehtonen
was elected Chairman of the Board of Directors, Mr. Mika Mustakallio was
elected Vice-Chairman of the Board of Directors and Mr. Joni Bask, Mr. Risto
Hautamäki, Mr. Ilpo Helander, and Mr. Pekka Suominen were elected members of
the Board of Directors. 

The Annual General Meeting elected authorized public accounting company
PricewaterhouseCoopers Oy as auditors with Mr. Janne Rajalahti (Authorized
Public Accountant) as the principal auditor. 

The Annual General Meeting decided that the remuneration to the Chairman of the
Board continues to be 40,000 euros and to the Vice-Chairman of the Board and
Board members 20,000 euros for the term of office. The Board members' traveling
expenses will be compensated according to the company's travel policy. The
compensation to the company's auditors will be paid on the basis of reasonable
invoicing. 

Authorization of the Board of Directors to decide on acquisition of own shares
The Annual General Meeting decided to authorize the Board to decide on the
repurchase of a maximum of 400,000 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 entitles 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 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. 

The authorization shall take the place of the authorization granted by the
Annual General Meeting of 16 April 2012 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. 

Authorization of the Board of Directors to decide on issuance of shares
The Annual General Meeting decided authorize the Board to decide on an 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 includes 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 also taking into account the interests of all of
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.

Minutes of the Annual General Meeting
The Minutes of the Annual General Meeting are available on Raute Corporation's
website at www.raute.com > Investors > Corporate Governance > Annual General
Meeting > Annual General Meeting 2013 as from 22 April 2013. 


RAUTE CORPORATION
Tapani Kiiski
President and CEO


FURTHER INFORMATION:
Mr. Tapani Kiiski, President and CEO, mobile +358 400 814 148
Ms. Arja Hakala, CFO, 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
technology services ranging from 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 2012
were EUR 101.3 million. The Group's headcount at the end of 2012 was 503. 

More information about the company can be found at www.raute.com.