Raute Corporation, Stock Exchange Release 15 April 2025 at 13:00 EEST
Resolutions of Raute Corporation's Annual General Meeting 2025
Raute Corporation's Annual General Meeting (AGM) was held in Lahti on 15 April 2025. The AGM adopted the Financial Statements for the financial year 2024 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2024. The AGM also adopted the Remuneration Report 2024 through an advisory resolution.
Composition and remuneration of the Board of Directors
The AGM confirmed the number of members of the Board of Directors as seven and elected the Board of Directors for the next term of office ending at the end of the Annual General Meeting in 2026. The AGM 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.
The AGM decided that the Chair of the Board shall be paid an annual fee of EUR 55,000 and the Vice-Chair of the Board and Board members an annual fee of EUR 27,000, and that any travel expenses of the Board members will be reimbursed in accordance with the company's travel policy.
The AGM also decided on the following remuneration for committee work:
? The meeting fee for committee work for the Chair of the Audit Committee is EUR 1,000 per meeting.
? The meeting fee for the chair of other possible committees and committee members is EUR 500 per meeting.
Auditor and sustainability reporting assurance provider
The AGM elected audit firm PricewaterhouseCoopers Oy as the company's auditor, with Authorized Public Accountant (KHT) Mikko Nieminen as the principal auditor. It was decided that the remuneration for the auditor be paid according to the invoice approved by the company.
The AGM also 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 decided that the remuneration for the sustainability reporting assurance provider be paid according to the invoice approved by the company.
Payment of dividend
The AGM decided that a dividend of EUR 0.55 per share be paid on the basis of the adopted balance sheet for the financial year 2024 in accordance with the proposal of the Board of Directors. The dividend will be paid to shareholders who are registered in the company's shareholder register maintained by Euroclear Finland Oy on the record date of the payment of the dividend, which is 17 April 2025. The dividend will be paid on 28 April 2025.
Authorizing the Board of Directors to resolve on the acquisition of own shares
The AGM authorized the Board of Directors 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 April 4, 2024, 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 AGM authorized the Board of Directors 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 taking into account 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.
Amendment of the Charter of the Shareholders' Nomination Board
The AGM accepted the proposal of the Shareholders' Nomination Board that a meeting fee of EUR 500 per meeting will be paid for the work of the Shareholders' Nomination Board. The last paragraph of point 2 of the Charter of the Shareholders' Nomination Board is amended to read in its entity as follows:
A meeting fee of EUR 500 per meeting will be paid for the work of the members of the Shareholders' Nomination Board. The travel expenses of the members (including the Chair of the Board of Directors serving as an expert) will be compensated in accordance with the Company's travel policy.
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 2025 at the latest on 29 April 2025.
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 acts as a partner for a sustainable future for the wood products industry. Our technologies cover various production processes as well as supporting digital and analyzer solutions for industrially manufactured wood products. In addition, we offer comprehensive service concepts from spare parts to regular maintenance and production modernizations. Our innovative technologies, software and service concepts are designed to support the efficient use of natural resources in our customers' production. Raute is the only turnkey supplier in the world that offers mill-wide technology solutions for veneer, plywood and LVL production. Raute's head office and largest production plant is located in Lahti. Our other production facilities are located in Kajaani, Vancouver, Canada, Changzhou, China and Pullman, Washington State, USA. In 2024, Raute's net sales were EUR 204.6 million The Group's headcount at the end of 2024 was 783. More about Raute: www.raute.com.
