Raute - Notice to general meeting

Invitation to Raute Corporation's Annual General Meeting

Lahti, Finland, 2016-02-24 11:00 CET (GLOBE NEWSWIRE) -- RAUTE CORPORATION
STOCK EXCHANGE RELEASE 24 FEBRUARY 2016 at 12:00 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 Thursday, March 31, 2016 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 2015, 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 0.80 per share be paid to holders of series A and K shares based on the
adopted balance sheet for the financial year 2015, and that the remainder of
distributable funds be transferred to equity. The dividend shall be paid to a
shareholder who, on the record date for dividend distribution, April 4, 2016,
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 12, 2016. 

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 that 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 (6) members be elected
to the Company’s Board for the next term of office, ending with the following
Annual General Meeting. 

12. Election of the members of the Board of Directors

The Appointments Committee proposes that Mr. Erkki Pehu-Lehtonen, M.Sc. (Eng.),
be re-elected as Chairman of the Board of Directors, Mr. Mika Mustakallio,
M.Sc. (Econ.), be re-elected as Vice Chairman of the Board of Directors and Mr.
Joni Bask, M.Sc. (Eng.), Ms. Päivi Leiwo, Master of Laws, and Mr. Pekka
Suominen, M. Sc. (Econ.), be re-elected as members of the Board of Directors.
The Appointments Committee also proposes that Mr. Patrick von Essen, M.Sc.
(Eng.) will be elected as a new member of the Board of Directors. The proposed
persons have given their consent to the election. The current Board member, Mr.
Risto Hautamäki has informed that he is not available for re-election. 

Mr. Patrick von Essen, M.Sc. (Eng.), born in 1963, who has been proposed as a
new member of the Board of Directors, is President and CEO of Dovre Group Plc
since 2014. He has previously held senior business development and project
management positions at Fiskars Corporation (2012–2014), Neste Jacobs Oy
(2011–2012), Pöyry Group Oyj (1999–2011) and ABB Service Oy (1998–1999). Mr.
Patrick von Essen is member of the Board of Directors of Etteplan Oyj since
2014. 

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 2016. 

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 approved by the company. 

14. Resolution on the number of auditors

The Board of Directors proposes that an authorized public accounting company be
chosen as the auditor. 

15. Election of auditors

The Board of Directors proposes that authorized public accounting company
PricewaterhouseCoopers be further chosen as auditors with Authorized Public
Accountant Markku Launis as the principal auditor. 

16. Authorizing the Board of Directors to decide on the acquisition of the
Company’s 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 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 24, 2015 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 decide on the issuance of shares

The Board proposes that the Annual General Meeting 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 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 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.

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. Raute Corporation’s Annual Report (to
be published in week 9) 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 no later than as of April 14, 2016. 


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 17, 2016. 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 24,
2016. 

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 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 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 trustee’s 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 24, 2016 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, February 24, 2016, Raute Corporation has 991,161
series K shares (ordinary share, 20 votes/share), representing 19,823,220
votes, and 3,136,997 series A shares (1 vote/share), representing 3,136,997
votes, i.e. a total of 4,128,158 shares and 22,960,217 votes. 

Participants in the Annual General Meeting are welcome to join us for
refreshments following the meeting. 

Lahti, 24 February 2016

RAUTE CORPORATION
Board of Directors


FURTHER INFORMATION:
Mr. Erkki Pehu-Lehtonen, Chairman of the Board, mobile +358 400 468 084

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 and LVL (Laminated Veneer Lumber). The technology
offering covers machinery and equipment for the customer’s 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 the Nastola area of Lahti, Finland. Its other production plants are
in Kajaani, Finland, the Vancouver area of Canada and in the Shanghai area of
China. Raute’s net sales in 2015 were EUR 127.3 million. The Group’s headcount
at the end of 2015 was 646. 

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