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2010-03-31 18:15:00 CEST 2010-03-31 18:15:01 CEST REGLERAD INFORMATION Raute - Decisions of general meetingDECISIONS OF RAUTE CORPORATION'S ANNUAL GENERAL MEETING 2010RAUTE CORPORATION STOCK EXCHANGE RELEASE 31 March 2010 at 7:15 p.m. DECISIONS OF RAUTE CORPORATION'S ANNUAL GENERAL MEETING 2010 Raute Corporation's Annual General Meeting on 31 March 2010 confirmed the Financial Statements for 1 January to 31 December 2009 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 that no dividend be paid for 2009 and that the loss for the financial year be transferred to retained earnings. The Annual General Meeting elected the Board of Directors for the next term of office ending at the Annual General Meeting in 2011. Mr. Erkki Pehu-Lehtonen was elected Chairman of the Board of Directors, Ms. Sinikka Mustakallio was elected Vice-Chairman of the Board of Directors and Mr. Risto Hautamäki, Mr. Ilpo Helander, Mr. Mika Mustakallio, and Mr. Pekka Suominen were elected members of the Board of Directors. The Annual General Meeting chose 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' travelling 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 the repurchase of shares The Annual General Meeting decided to authorize the Board to decide on the repurchase of a maximum of 400,000 Raute Corporation 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 number of shares is less than ten percent (10%) of the company's overall shares. 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 otherwise than in proportion to the holdings of the shareholders. This can take place, for example, by acquiring shares in public trading on marketplaces whose rules and regulations allow a company to repurchase shares. The company must have important financial reasons to acquire shares in public trading as explained above or otherwise than in proportion to the holdings of the shareholders. A Series K share can be converted to a series A share in compliance with section 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 place of the authorization granted by the Annual General Meeting of April 2, 2009 and is effective until the end of the next Annual General Meeting, or at least until 31 May 2011. Authorization of the Board of Directors to decide on a directed issue of Raute Corporation's series A shares The Annual General Meeting decided to 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. Issuing stock options The Annual General Meeting resolved to issue stock options to the key personnel of Raute Group. The stock options shall, in deviation from the shareholders' pre-emptive rights, be offered to key personnel of Raute Group separately determined by the Board of Directors and to a wholly-owned subsidiary of Raute Corporation for further delivery to the key personnel of Raute Group. The weighty financial reason for the Company to issue the options is that the stock options are intended to form a part of the incentive and commitment program of the key personnel. The purpose of the stock options is to encourage the selected key employees to work on a long-term basis to increase shareholder value and to commit them to the Company. The maximum total number of stock options shall be 240,000. Stock options entitle the subscription for a total maximum of 240,000 of Raute Corporation's series A shares and the share capital of Raute Corporation may, as a result of the share subscriptions made with the stock options, increase with a maximum of EUR 480,000. Each stock option entitles the subscription for one (1) series A share. Of the stock options, a maximum of 80,000 shall be marked with the symbol 2010 A, a maximum of 80,000 shall be marked with the symbol 2010 B and a maximum of 80,000 shall be marked with the symbol 2010 C. The stock options shall be issued free of charge. The share subscription price for the stock options shall be determined based on the trade volume weighted average quotation of the share of Raute Corporation in continuous trading, rounded off to the nearest cent, on the NASDAQ OMX Helsinki Ltd. For stock options 2010 A the subscription price shall be determined during the two month period immediately following the announcement day of the financial statements for the year 2009, for stock options 2010 B during the two month period immediately following the announcement day of the financial statements for the year 2010 and for stock options 2010 C during the two month period immediately following the announcement day of the financial statements for the year 2011. From the share subscription price shall be deducted the amount of the dividend or distribution of funds from the distributable equity fund decided after the beginning of the period for determination of the subscription price but before share subscription. Out of the share subscription price the amount equaling the nominal value of the share will be entered into the share capital and the exceeding amount into the invested non-restricted equity fund. The share subscription period for stock options 2010 A will be from March 1, 2013 to March 31, 2016, for stock options 2010 B from March 1, 2014 to March 31, 2017 and for stock options 2010 C from March 1, 2015 to March 31, 2018. The terms and conditions of the stock option system have been published on the Company's website at www.raute.com. Minutes of the Annual General Meeting The Minutes of the Annual General Meeting are available on Raute Corporation's website at www.raute.com as from 14 April 2010. 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 company serving the wood products industry worldwide. Its most important customers are the plywood and LVL industries. Raute is one of the world's leading suppliers of mill-scale projects to these customer industries. The total service concept also includes technology services, with which Raute supports its customers throughout the entire life cycle of their investments. 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 declined significantly due to the difficult market situation in 2009 and equaled EUR 36.6 million. The number of personnel at the end of 2009 was 524. More information on the company can be found at: www.raute.com. |
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