Decisions of Raute Corporation’s Annual General Meeting 2023
Raute Corporation, Stock exchange release, 30 March 2023 at 20.15 EEST
Raute Corporation’s Annual General Meeting on March 30, 2023 adopted the Financial Statements, approved the Remuneration Report for Governing Bodies and discharged the members of the Board of Directors and President and CEO from liability for the financial year 1 January to 31 December 2022.
The Annual General Meeting decided according to the proposal of the Board of Directors that no dividend be distributed for the financial year 2022 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 end of the Annual General Meeting in 2024. Ms. Laura Raitio, Licentiate in Technology, was re-elected Chair of the Board of Directors, Mr. Mika Mustakallio, M.Sc. (Econ.), was re-elected Vice-Chair of the Board of Directors and Mr. Joni Bask, M.Sc. (Eng.), Mr. Ari Harmaala, Engineer (Construction Technology), Mr. Petri Perttula, M.Sc. (Eng.), Mr. Ari Piik, B.Sc. (Econ.), and Mr. Patrick von Essen, M.Sc. (Eng.), were re-elected members of the Board of Directors.
The Annual General Meeting elected audit firm PricewaterhouseCoopers Oy as the auditor with Mr. Mikko Nieminen (Authorized Public Accountant) as the principal auditor.
The Annual General Meeting decided that the remuneration to the Chair of the Board continues to be 48,000 euros and to the Vice-Chair of the Board and Board members 24,000 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 approved by the company.
Measures aiming to support the company’s targeted growth and strengthen the company’s capital structure
The Annual General Meeting decided to approve the proposals of the Board of Directors concerning measures described in a stock exchange release published by the company on March 9, 2023, which aim to support the company’s targeted growth and strengthen the company’s capital structure. The approved proposals concerned combination of the company’s share classes, a directed share issue, authorising the Board of Directors to decide on a rights issue and establishing a shareholders’ nomination board.
Combination of the share classes and related amendment to the Articles of Association
The Annual General Meeting decided on the combination of the company’s share classes to the effect that after the combination all shares are of the same class and carry equal rights in the company, including one (1) vote in General Meetings.
In connection with the combination of the share classes, the existing ordinary shares, which have not been subject to trading, are converted to the effect that they have equal rights as current series A shares and are in the only share class in the company after the combination of the share classes (the “Conversion Shares”) at the conversion rate of 1:1 so that one ordinary share is converted to one Conversion Share. The company intends to apply for the admission of the Conversion Shares to trading on the official list of Nasdaq Helsinki Ltd, whereby the trading in the shares begins as soon as possible after the publication of the prospectus drawn up, inter alia, for the rights issue discussed below.
Below in this item, the term “series A shares” refers both to the existing series A shares and to the shares in the single share class after the combination of the share classes, unless expressly otherwise stated.
The combination of the share classes will be implemented by amending the Articles of Association to the effect that the provisions concerning the different share classes are removed from the Articles of Association. The combination of the share classes enters into force when the amendment to the Articles of Association is registered with the Trade Register. This is expected to happen on or about April 3, 2023.
The combination of the share classes will not require any actions from shareholders.
In order to implement the combination of the share classes, the Annual General Meeting decided to amend the company’s Articles of Association by removing Articles 2–4 concerning the different share classes and amending the numbering of Articles 5–13 to the effect that the numbering of the Articles of Association remains consecutive after the said removals.
Directed share issue
The Annual General Meeting decided on a directed share issue as follows:
1. In the share issue, a maximum of 900,000 new series A shares in the company is offered for subscription. The shares represent a maximum of approximately 21.1 percent of all shares in the company.
2. The right to subscribe for shares is granted to selected investors approved by the Board of Directors in accordance with the subscription commitments they have given. The purpose of the directed issue is to support the company’s targeted growth in accordance with the company’s strategy, improve the company’s financial position and to strengthen its capital structure. The directed share issue and the new equity financing to be acquired thereby, together with the other measures aimed at strengthening the company’s capital structure as described in the stock exchange release published by the company on March 9, 2023, enables obtaining financing which is significant from the point of view of the company’s strategic objectives. The Board of Directors of the company finds that the directed share issue is an essential contributor in fulfilling the company’s strategic objectives. Therefore, there is a weighty financial reason for the company to deviate from the pre-emptive right of the shareholders.
3. The subscription price of one share is at maximum EUR 7.68. The subscription price will be reviewed on the date of completion of the issue so that the final subscription price does not, however, exceed the volume-weighted average trading price of the company’s series A share on the trading day preceding the completion date of the directed share issue. The subscription price is based on a book building process with institutional investors. The proceeds raised in the share issue will be entered in full in the reserve for invested non-restricted equity.
The Board of Directors was authorised to decide on the payment period and the subscription period of the shares. The Board of Directors was also authorised to decide on any other terms and conditions of the share issue and to see to the practical measures related to the share issue.
Authorisation of the Board of Directors to decide on a rights issue
The Annual General Meeting decided to authorise the Board of Directors to decide on a share issue where a maximum of 1,750,000 new series A shares in the company is offered for subscription. The shares represent a maximum of approximately 33.9 percent of all shares in the company after the directed share issue discussed above, assuming that the maximum number of shares under the decision is issued.
The company’s shareholders have the right to subscribe for shares in proportion to their existing shareholdings in the company. If the shares are not fully subscribed for, the company’s Board of Directors has the right to decide on offering the unsubscribed for shares for subscription to the company’s shareholders or other persons in the proportion it sees fit.
The Board of Directors was authorised to decide on other terms and conditions of the share issue and to see to the practical measures related to the share issue.
The authorisation is effective until September 30, 2023.
Establishment of a Shareholders’ Nomination Board
The Annual General Meeting decided to establish a permanent shareholders’ nomination board to prepare the election and remuneration of the Board of Directors (the “Nomination Board”) and to confirm the charter for the Nomination Board.
The main terms of the charter are following:
- The duties of the Nomination Board are to (i) prepare and present a proposal to the General Meeting for the number of members of the Board of Directors, (ii) prepare and present a proposal to the General Meeting for the Chair, Vice Chair and other members of the Board of Directors, (iii) prepare and present a proposal to the General Meeting for the remuneration of the members of the Board of Directors (including the Chair and the Vice Chair) in accordance with the remuneration policy for governing bodies, (iv) respond in the General Meeting to the shareholders’ questions concerning the proposals prepared by the Nomination Board, (v) prepare and see to it that the company has up to date principles on the diversity of the Board of Directors and (vi) see to the successor planning for the members of the Board of Directors.
- The Nomination Board has three members. The Chair of the company’s Board of Directors participates in the work of the Nomination Board as an expert without the right to participate in the Nomination Board’s decision making.
- The members of the Nomination Board are appointed by the three largest shareholders, each of whom has the right to appoint one member.
- The number of shares owned by the shareholders is determined on the basis of the company’s shareholder register in accordance with the situation on the last business day of the August preceding the Annual General Meeting, in a manner set forth in more detail in the charter.
- The Nomination Board must make its decisions unanimously. If unanimity cannot be reached, the Nomination Board must inform the Board of Directors of this without delay.
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The Annual General Meeting decided that the appointment of members of the first Nomination Board will be carried out in deviation from the charter as follows:
- The number of shares owned by the shareholders is determined on the basis of the company’s shareholder register in accordance with the situation on the last business day of June 2023.
- The shareholders must present their written requests under sections 2. (a) and (b) of the charter no later than on the last business day of June 2023.
- The chairperson of the Board of Directors requests each of the three largest shareholders to appoint a member to the Nomination Board so that the nomination takes place no later than on the last business day of July 2023.
The charter of the Nomination Board shall be complied with in all other respects also in the appointment of the first Nomination Board.
The term of the members of the first Nomination Board ends upon the appointment of new members of the Nomination Board in 2024.
Authorising the Board of Directors to resolve on the acquisition of own shares
The Annual General Meeting decided to authorise the Board to resolve on the repurchase of a maximum of 500,000 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 funds.
In this item, the term “series A shares” refers both to the existing series A shares and to the shares in the single share class after the combination of the share classes discussed above.
The authorisation 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 authorisation shall be based on the price of the series A share in public trading such that the minimum price of acquired shares is the lowest market price quoted in public trading during the term of validity of the authorisation and, correspondingly, the maximum price is the highest market price quoted in public trading during the term of validity of the authorisation.
The authorisation 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.
The Board of Directors was authorised to decide on other terms and conditions related to share repurchases.
The authorisation replaces the authorisation granted by the Annual General Meeting of March 31, 2022, 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.
Authorising the Board of Directors to resolve on a share issue and the issuance of special rights entitling to shares
The Annual General Meeting decided to authorise the Board to resolve on an issue of Raute Corporation’s series A shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act in one or several instalments. The Board of Directors was authorised to resolve on all conditions of the share issue or the issuance of special rights, including the recipients and the sum of possible consideration to be paid.
In this item, the term “series A shares” refers both to the existing series A shares and to the shares in the single share class after the combination of the share classes discussed above.
The Board of Directors may, by virtue of the authorisation, resolve to issue either new shares or treasury shares held by the company. The aggregate maximum number of shares that can be issued is 1,000,000 series A shares. Any shares to be issued based on special rights entitling to shares are included in the above-mentioned aggregate number of shares.
The authorisation 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 taking into account the interests of all the shareholders. The authorisation 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 authorisation 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. The authorisation does not revoke the authorisations regarding the share issues discussed above.
Amending the Articles of Association to enable remote meetings
The Annual General Meeting decided to amend the company’s Articles of Association so that the Articles of Association will in future enable convening General Meetings without a meeting venue as a so-called remote meeting. A new Article was added to the end of the Articles of Association, which reads as follows:
“The Board of Directors may decide that a General Meeting be organised without a meeting venue so that the shareholders will exercise their power of decision during the meeting in full and in real time by the use of telecommunication connections and technical means (remote 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 2023 at the latest on 13 April 2023.
RAUTE CORPORATION
Mika Saariaho
President and CEO
FURTHER INFORMATION:
Mika Saariaho, President and CEO, tel. +358 40 1549393
Minna Yrjönmäki, Interim CFO, +358 40 5702067
RAUTE IN BRIEF - MAKING WOOD MATTER
Raute is the partner to future-proof the wood industry. Our technologies cover different production processes with supporting digital and analytics solutions for engineered wood products. Additionally, we offer full-scale service concept ranging from spare parts to regular maintenance and modernizations. Our innovative hardware and software solutions are designed to support our customers’ efficient consumption of natural resources. In mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Raute’s head office and main production is located in Lahti, Finland. The company’s other production plants are located in Kajaani, Finland, the Vancouver area of Canada, Changzhou, China, and in Pullman, WA, USA. Raute’s net sales in 2022 were EUR 158.3 million. The Group’s headcount at the end of 2022 was 778. More information about the company can be found at www.raute.com.