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2007-02-26 09:00:30 CET 2007-02-26 09:00:30 CET REGULATED INFORMATION Raute - Notice to general meetingSUMMONS TO RAUTE CORPORATION'S ANNUAL GENERAL MEETINGRAUTE CORPORATION STOCK EXCHANGE RELEASE Translation 26 February 2007 at 10.00 am SUMMONS 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 21 March 2007 in Kongressikeskus Fellmanni, address Kirkkokatu 27, Lahti, beginning at 6.00 pm. THE MEETING WILL DEAL WITH THE FOLLOWING MATTERS: 1. Matters pertaining to the Annual General Meeting pursuant to Article 13 of the company's Articles of Association. 2. Board of Directors' proposal to authorize the Board to decide on the repurchase of 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 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 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 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 is effective until the end of the next Annual General Meeting. 3. Authorization of the Board of Directors to dispose of treasury shares acquired for the company 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. Documents pertaining to the financial statements will be available for examination by shareholders during the week prior to the Annual General Meeting at the company's head office, address: Rautetie 2, Nastola. Copies of these documents will be sent to shareholders on request. The Group's Annual Report for 2006 will be published on the company's website at www.raute.com and will be mailed to shareholders at the latest on 12 March 2007. The Board of Directors proposes to the Annual General Meeting that a dividend of seventy (70) cents be paid to holders of Series A and K shares in respect of the 2006 financial year. Dividend will be paid to shareholders who, on the record date, are entered in the shareholders' register held by Finnish Central Securities Depository Ltd. Other cases will be treated in accordance with Article 5 of the Articles of Association. The Board of Directors proposes that the record date for dividend payment be 26 March 2007 and that dividend be paid on 2 April 2007. REMUNERATIONS TO THE BOARD OF DIRECTORS The Appointments Committee proposes that the remuneration to the Chairman of the Board continues to be 36,000 euros, and to the Vice Chairman of the Board and Board members 18,000 euros for the term of office. The Board members' traveling expenses are compensated according to the company's travel policy. The Appointments Committee proposes that six members be elected to the company's board for the next term of office: Mr. Jarmo Rytilahti, Chairman of the Board of Directors, Ms. Sinikka Mustakallio, Vice Chairman of the Board of Directors and Mr. Mika Mustakallio, Mr. Panu Mustakallio, Mr. Pekka Paasikivi and Mr. Jorma Wiitakorpi members of the Board of Directors. The Appointments Committee proposes that Anna-Maija Simola (Authorized Public Accountant) and Antti Unkuri (Authorized Public Accountant) be elected as auditors, and Ernst & Young Oy, an authorized public accounting company, be elected as deputy auditor. Shareholders wishing to participate in the Annual General Meeting must be registered in the shareholders' register held by Finnish Central Securities Depository Ltd by 9 March 2007 at the latest. Shareholders wishing to exercise their right to speak and to vote at the Annual General Meeting must inform the company at the latest by 4.00 pm on Thursday 15 March 2007 either by writing to Raute Corporation, P.O. Box 69, FIN-15551 Nastola, Finland, or by fax to +358 3 829 3582, or by phoning Sirpa Väänänen on +358 3 829 3302. Any proxies should be presented at the time of registration. Nastola, 26 February 2007 RAUTE CORPORATION Board of Directors FURTHER INFORMATION: Tapani Kiiski, President and CEO, Raute Corporation, tel. +358 3 829 3560, mobile +358 400 814 148 Arja Hakala, CFO, Raute Corporation, tel. +358 3 829 3293, mobile +358 400 710 387 |
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