Decisions of Raute Corporation's Annual General Meeting 2024
RAUTE CORPORATION STOCK EXCHANGE RELEASE 4 APRIL 2024 AT 9.30 P.M.
DECISIONS OF RAUTE CORPORATION’S ANNUAL GENERAL MEETING 2024
Raute Corporation’s Annual General Meeting was held in Lahti on 4 April 2024. The Annual General Meeting adopted the Financial Statements, approved the Remuneration Report and Remuneration Policy 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 2023.
Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Annual General Meeting decided according to the proposal of the Board of Directors that a dividend of EUR 0.10 per share will be distributed for the financial year 1 January to 31 December 2023. The dividend will be distributed to shareholders who, on the record date for dividend distribution, 8 April 2024, are registered in the shareholders’ register of the company maintained by Euroclear Finland Oy. The dividend will be paid on 18 April 2024.
Resolution on the number and remuneration of the members of the Board of Directors
The number of members of the Board of Directors was resolved to be seven (7).
The Annual General Meeting decided that the remuneration to the Chair of the Board continues to be EUR 48,000 and to the Vice-Chair of the Board and Board members EUR 24,000 for the term of office. Reimbursement of expenses will be paid in accordance with the company’s current travel policy.
If the Board of Directors were to establish separate Board committees, the following remuneration was decided for committee work:
– Meeting fee for committee work to the Chair of the Audit Committee EUR 1000 per meeting,
– The meeting fee for the chair of other possible committees and committee members is EUR 500 per meeting.
Election of the members of the Board of Directors
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 2025. The Annual General Meeting elected Laura Raitio, Licentiate of Science (Technology), as the Chair of the Board of Directors and Joni Bask, M.Sc. (Tech.), as the Vice-Chair of the Board of Directors and Ari Harmaala, Engineer (Construction Technology), Ari Piik, B.Sc. (Econ.), Mikko Kettunen, M.Sc. (Econ.), Julius Manni, M.Sc. (Econ.) and Jenni Virnes, M.Sc. (Eng.) as members of the Board of Directors.
Election and remuneration of the auditor
The Annual General Meeting elected audit firm PricewaterhouseCoopers Oy as the company’s auditor, with Authorized Public Accountant (KHT) Mikko Nieminen as the principal auditor. It was resolved to pay the auditor’s remuneration in accordance with an invoice approved by the company.
Election and remuneration of the sustainability auditor
The Annual General Meeting elected Authorized Sustainability Auditors PricewaterhouseCoopers Oy as the company’s sustainability auditor with Authorized Sustainability Auditor (KRT) Mikko Nieminen as the sustainability auditor with principal responsibility. It was resolved to pay the sustainability auditor’s remuneration in accordance with an invoice approved by the company.
Authorizing the Board of Directors to resolve on the acquisition of own shares
The Annual General Meeting decided to authorize the Board to resolve on the repurchase of a maximum of 600,000 of Raute Corporation’s shares using assets from the company’s non-restricted equity, which would lead to a decrease in the company’s distributable funds.
The authorization entitles the Board to acquire the company’s 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 company’s 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 authorization and, correspondingly, the maximum price is the highest market price quoted in public trading during the term of validity of the authorization.
The authorization includes the right to acquire shares in a directed manner, i.e., not in proportion to the holdings of the shareholders. A directed repurchase of the company’s own shares can take place, for example, by acquiring shares in public trading on 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 directed manner, requires that the company has a weighty financial reason to do so.
The Board of Directors is authorized to decide on other terms and conditions related to share repurchases.
This authorization shall replace the authorization granted by the Annual General Meeting of 30 March 2023, 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.
Authorizing 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 authorize the Board to resolve on an issue of Raute Corporation’s 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 is authorized 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.
The Board of Directors may, by virtue of the authorization, resolve to issue either new shares or treasury shares held by the company. The aggregate maximum number of shares that can be issued is 600,000 shares. Any shares to be issued based on special rights entitling to shares are included in the above-mentioned aggregate number of 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 directed share issue may be without payment only if a weighty financial reason exists in terms of the company, while considering the interests of all the shareholders. 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, or at the most for 18 months following the resolution of the 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 2024 at the latest on 18 April 2024.
FURTHER INFORMATION:
Mika Saariaho, President and CEO, mobile number +358 40 154 9393
Ville Halttunen, CFO, mobile number +358 50 346 0868
DISTRIBUTION:
Nasdaq Helsinki Ltd, main media, www.raute.com
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 2023 were EUR 145.4 million. The Group’s headcount at the end of 2023 was 754. More information about the company can be found at www.raute.com.