Raute Oyj — AGM Information 2021

Mar 31, 2021

Decisions of Raute Corporation's Annual General Meeting 2021

Decisions of Raute Corporation's Annual General Meeting 2021

RAUTE CORPORATION STOCK EXCHANGE RELEASE 31 MARCH 2021 at 7:30 p.m.
DECISIONS OF RAUTE CORPORATION’S ANNUAL GENERAL MEETING 2021
Raute Corporation’s Annual General Meeting was held in Lahti today. Due to the
special circumstances caused by the corona virus pandemic, strict precautionary
measures were taken to ensure safety at the meeting while at the same time
ensuring the shareholders possibility to exercise their rights. A majority of
the shareholders participated in the meeting through a representative and a
proxy. Approximately 75 percent of voting rights were represented in the
meeting, while only ten persons were physically present. The company wants to
thank all registered shareholders for their flexibility in this exceptional
situation.

Raute Corporation’s Annual General Meeting 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 2020.

The Annual General Meeting decided according to the proposal of the Board of
Directors to distribute a dividend of EUR 0.80 per a series A and K share, with
the payment date 13 April 2021. The record date is 6 April 2021. In the Board
meeting preceding the AGM, the Board of Directors reviewed the company’s
financial position, outlook and other relevant matters and also evaluated
impacts of the corona virus pandemic on them. Based on this review the Board of
Directors did not change its dividend proposal to the AGM.
The Annual General Meeting elected the Board of Directors for the next term of
office ending at the Annual General Meeting in 2022. Ms. Laura Raitio was re
-elected Chair of the Board of Directors, Mr. Mika Mustakallio was re-elected
Vice-Chair of the Board of Directors and Mr. Joni Bask, Mr. Ari Harmaala, Mr.
Pekka Suominen and Mr. Patrick von Essen were re-elected members of the Board of
Directors.
The Annual General Meeting elected authorized public accountants
PricewaterhouseCoopers Oy as auditors with Mr. Markku Launis (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.
Authorization of the Board of Directors to decide on acquisition of own shares
The Annual General Meeting decided to authorize the Board to decide on the
repurchase of a maximum of 400,000 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 assets.
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 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 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.
Series K shares can be converted to series A shares in accordance with Article 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 the place of the authorization granted by the
Annual General Meeting of 31 March 2020 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.
Authorization of the Board of Directors to decide on issuance of shares
The Annual General Meeting decided to authorize the Board to decide on an 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 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 also taking into account the interests of all of the
shareholders. As proposed, 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.

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 2021 at the latest on 14 April 2021.
RAUTE CORPORATION
Tapani Kiiski
President and CEO
FURTHER INFORMATION:
Mr. Tapani Kiiski, President and CEO, mobile +358 400 814 148
Ms. Tarja Järvinen, CFO, mobile +358 40 658 3562
RAUTE IN BRIEF:

Raute is a technology and service company that operates worldwide. Raute’s
customers are companies operating in the wood products industry that manufacture
veneer, plywood, LVL (Laminated Veneer Lumber) and sawn timber. Its technology
offering covers the entire production process for veneer, plywood and LVL and
special measurement equipment for sawn timber. As a supplier of mill-scale
projects, Raute is a global market leader both in the plywood and LVL
industries. Additionally, Raute’s full-service concept includes technology
services ranging from spare parts deliveries to regular maintenance and
equipment modernizations. Raute’s head office is located in Lahti, Finland. The
company’s other production plants are located in Kajaani, Finland, the Vancouver
area of Canada, the Shanghai area of China and in Pullman, Washington, USA.
Raute’s net sales in 2020 were EUR 115.0 million. The Group’s headcount at the
end of 2020 was 751. More information about the company can be found at
www.raute.com.