Raute Oyj — Proxy Solicitation & Information Statement 2025

Mar 18, 2025

Notice to the Annual General Meeting of Raute Corporation

Notice to the Annual General Meeting of Raute Corporation

RAUTE CORPORATION, NOTICE TO THE ANNUAL GENERAL MEETING, 18 MARCH 2025 AT 8:00
A.M. EET

Notice to the Annual General Meeting of Raute Corporation

Raute Corporation's shareholders are invited to attend the company's Annual
General Meeting, which will be held on Tuesday, April 15, 2025, at 10:00 a.m. at
Sibelius Hall, Ankkurikatu 7, Lahti, Finland. The reception of the registered
participants will begin at 9:30 a.m.

Shareholders who have registered for the Annual General Meeting have the option
to follow the Annual General Meeting online. It is not possible to ask
questions, make counter-proposals, otherwise address the meeting or vote via the
online stream. Following the meeting via the online stream is not considered
participation in the Annual General Meeting or exercise of shareholder rights.

Shareholders have the opportunity to pose questions in advance concerning
matters on the meeting's agenda.

More detailed instructions for shareholders can be found in this notice under
section C. Instructions for those attending the Annual General Meeting.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting
   of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, Consolidated Financial Statements,
   Board of Directors' Report, Auditor's Report and Assurance Report on the
   Sustainability Reporting for the financial year January 1−December 31, 2024

· Presentation of the review by the President and CEO
· Answers to questions posed in advance (to the extent possible)

The Financial Statements, the Board of Directors' Report, the Auditor's Report
and the Assurance Report on the Sustainability Reporting are available on the
company's website at https://www.raute.com/investors/governance/general
-meetings/annual-general-meeting-2025/.

1. Adoption of the Financial Statements and the Consolidated Financial
   Statements
2. Resolution on the use of the profit shown on the balance sheet and the
   distribution of dividend

The Board of Directors proposes that a dividend of EUR 0.55 per share be
distributed for the financial year January 1−December 31, 2024. The dividend
shall be distributed to shareholders who, on the record date for dividend
distribution, April 17, 2025, are registered in the shareholders' register of
the company maintained by Euroclear Finland Oy. The Board of Directors proposes
that the dividend be paid on April 28, 2025.

1. Resolution on discharging the members of the Board of Directors and the
   President and CEO from liability for the financial year January 1−December 31,
   2024
2. Advisory resolution on the adoption of the Remuneration Report for Governing
   Bodies

The Board of Directors proposes the approval of the Remuneration Report for
Governing Bodies. Pursuant to the Finnish Companies Act, the resolution of the
Annual General Meeting is advisory.

The Remuneration Report for Governing Bodies is available on the company's
website at https://www.raute.com/investors/governance/general-meetings/annual
-general-meeting-2025/.

1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes that the remuneration of the members
of the Board of Directors would be revised so that the Chair of the Board of
Directors is paid EUR55,000 and the other members of the Board of Directors EUR
27,000 per term of office. The Board of Directors proposes 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.

Reimbursement of expenses shall be paid in accordance with the company's current
travel policy.

1. Resolution on the number of members on the Board of Directors

The Shareholders' Nomination Board proposes that the company's Board of
Directors consists of seven (7) members.

1. Election of the members of the Board of Directors

The Shareholders' Nomination Board proposes that Laura Raitio, Licentiate of
Science (Technology), continues as the Chair of the Board of Directors and Joni
Bask, M.Sc. (Tech.), be re-elected as the Vice-Chair of the Board of Directors.
It is proposed that Ari Harmaala, Engineer (Construction Technology), Mikko
Kettunen, M.Sc. (Econ.), Julius Manni, M.Sc. (Econ.), Ari Piik, B.Sc. (Econ.),
and Jenni Virnes M.Sc. (Eng.), be re-elected as the other members of the Board
of Directors.

With regard to the selection procedure for the members of the Board of
Directors, the Shareholders' Nomination Board recommends that shareholders take
a position on the proposal as a whole at the Annual General Meeting.

All candidates have given their consent to the positions.

The proposed members are presented on the company's website at
https://www.raute.com/investors/governance/board-of-directors/.

1. Resolution on the remuneration payable to the auditor

The Board of Directors proposes that the auditor's remuneration be paid on the
basis of invoice as approved by the company.

1. Election of the auditor

The Board of Directors proposes that the audit firm PricewaterhouseCoopers Oy be
re-elected as the company's auditor with Authorised Public Accountant (KHT)
Mikko Nieminen as the principal auditor.

1. Resolution on the remuneration payable to the sustainability auditor

The Board of Directors proposes that the sustainability auditor's remuneration
be paid on the basis of invoice as approved by the company.

1. Election of the sustainability auditor

The Board of Directors proposes that Authorised Sustainability Audit Firm
PricewaterhouseCoopers Oy be re-elected as the company's sustainability auditor
with Authorised Sustainability Auditor (KRT) Mikko Nieminen as the principal
sustainability auditor of the company.

1. Authorising the Board of Directors to resolve on the acquisition of own
   shares

The Board of Directors proposes that the Annual General Meeting authorise 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 authorisation would entitle 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
authorisation 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 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 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 authorised to decide on other terms and conditions
related to share repurchases.

This authorisation shall replace the authorisation 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.

1. Authorising the Board of Directors to resolve on a share issue and the
   issuance of special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorise 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
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.

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 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 Board of Directors proposes that the authorisation include 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 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 resolution of the Annual General
Meeting.

1. Amendment of the Charter of the Shareholders' Nomination Board

The Shareholders' Nomination Board proposes to the Annual General Meeting that a
meeting fee of EUR 500 per meeting will be paid for the work of the
Shareholders' Nomination Board. The proposal requires the amendment of the
Charter of the Shareholders' Nomination Board so that the last paragraph of
point 2 of the Charter is amended to read in its entirety 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.

1. Closing the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The aforementioned proposals for resolution on the matters on the agenda of the
Annual General Meeting, the Remuneration Report, this notice of the Annual
General Meeting and the company's Financial Statements, the Board of Directors'
Report, the Auditor's Report and the Assurance Report on the Sustainability
Reporting are available on Raute's website at
https://www.raute.com/investors/governance/general-meetings/annual-general
-meeting-2025/. The proposals for resolution and other above-mentioned documents
will also be available at the Annual General Meeting. The minutes of the Annual
General Meeting will be available on the above-mentioned website by April 29,
2025, at the latest.

C. INSTRUCTIONS FOR THOSE ATTENDING THE ANNUAL GENERAL MEETING

1. The right to participate and registration

To be entitled to attend the Annual General Meeting, shareholders must be
registered in the shareholders' register of the company maintained by Euroclear
Finland Oy on April 3, 2025. A shareholder whose shares are registered in his or
her personal Finnish book-entry account is registered in the shareholders'
register of the company.

Registration for the Annual General Meeting will begin at 9:00 a.m. on March 19,
2025. A shareholder registered in the shareholders' register who wishes to
participate in the Annual General Meeting must register for the meeting no later
than by 4:00 p.m. on April10, 2025. The registration must be received before the
end of the registration period. Registration for the meeting can take place:

· online via the company's website at
https://www.raute.com/investors/governance/general-meetings/annual-general
-meeting-2025/
· by mail to Innovatics Ltd, Annual General Meeting / Raute Corporation,
Ratamestarinkatu 13 A, 00520 Helsinki, Finland,
· by email to agm@innovatics.fi, or
· by calling at +358 10 2818 909 on business days between 9:00 a.m. and 12:00
noon and between 1:00 p.m. and 4:00 p.m.

Online registration requires strong electronic identification by the shareholder
or the shareholder's legal representative or proxy representative using Finnish,
Swedish or Danish online banking credentials or a mobile certificate.

In connection with the registration, the shareholder is required to provide the
requested personal information, such as the shareholder's name, date of birth or
business ID, address, telephone number and email address as well as the name of
a proxy representative or assistant, if any, and the date of birth of the proxy
representative. The personal data disclosed to Raute Corporation or Innovatics
Ltd by shareholders is only used in connection with the General Meeting and the
processing of related necessary registrations.

Shareholders, or their representatives or proxy representatives, must be able to
prove their identity and/or their right to represent a shareholder at the
meeting venue if required.

Additional information on online registration is available by telephone during
the registration period of the General Meeting by calling Innovatics Ltd at +358
10 2818 909 on business days between 9:00 a.m. and 12:00 noon and between 1:00
p.m. and 4:00 p.m.

1. Holders of nominee-registered shares

Holders of nominee-registered shares are entitled to participate in the Annual
General Meeting by virtue of the shares based on which they would have the right
to be registered in the shareholders' register maintained by Euroclear Finland
Oy on the record date of the Annual General Meeting, April3, 2025. In addition,
participation requires that the shareholder is, by virtue of these shares,
temporarily registered into the shareholders' register maintained by Euroclear
Finland Oy no later than by 10:00 a.m. on April10, 2025. For nominee-registered
shares, this constitutes registration for the Annual General Meeting. Changes in
shareholding that take place after the record date of the Annual General Meeting
do not affect the right to participate in the meeting or the number of votes
held by the shareholder.

Holders of nominee-registered shares are invited to request the necessary
instructions concerning temporary registration into the shareholders' register,
the issuing of proxy documents and voting instructions, and registration for the
meeting well in advance from their custodian banks. The account manager of the
custodian bank shall temporarily register the holder of nominee-registered
shares who wishes to attend the Annual General Meeting into the shareholders'
register of the company at the latest by the time specified above. Additional
information is also available on the company's website at
https://www.raute.com/investors/governance/general-meetings/annual-general
-meeting-2025/.

Taking into account any voting instructions issued by a holder of nominee
-registered shares at the meeting requires that the shareholder has duly
registered for the Annual General Meeting and that the shareholder is present at
the meeting either in person or by way of proxy representation.

1. Use of proxy representatives and proxy documents

Shareholders are entitled to participate in and exercise their rights as
shareholders at the Annual General Meeting through proxy representatives. Proxy
representatives must present a dated proxy document or otherwise be able to
reliably show that they are entitled to act in this capacity on behalf of a
shareholder. The form Proxy Document for a General Meeting is available on the
company's website at https://www.raute.com/investors/governance/general
-meetings/annual-general-meeting-2025/. If a shareholder is represented in the
Annual General Meeting by means of several proxy representatives representing
the shareholder with shares in different securities accounts, notification of
the shares based on which the proxies represent the shareholder must be given in
connection with registration.

The proxy documents, if any, are requested to be delivered primarily as
attachments in connection with online registration, or alternatively by post to
the address Innovatics Ltd, Annual General Meeting / Raute Corporation,
Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to agm@innovatics.fi
before the end of the registration period. In addition to delivering the proxy
documents, a shareholder or his or her representative shall register for the
Annual General Meeting in the manner described above in this notice.

The right of representation can be proven by using the Suomi.fi e-Authorizations
service available in the online registration service.

1. Following the Annual General Meeting via online stream.

Shareholders who have registered for the Annual General Meeting but are not
attending the meeting in person have the opportunity to follow the meeting in
real time via an online stream. The speeches of the Chair of the Board of
Directors and the President and CEO, as well as presentation material related to
the other matters to be considered at the meeting will be recorded. It is not
possible to request to take the floor or vote via the online stream. A link to
the online stream and detailed instructions for following the meeting will be
sent via email before the meeting to shareholders who have registered for the
meeting.

1. Other instructions and information

The meeting will be held in Finnish.

Shareholders have the opportunity to pose questions in advance concerning
matters on the meeting's agenda. Questions should be sent via email to
ir@raute.com no later than by 10:00 a.m. on April 8, 2025. Any questions posed
in advance are not questions under the Finnish Companies Act, and posing such
questions does not mean using the shareholder's right to request information
under the Finnish Companies Act. The company will, to the extent possible, try
to answer the questions posed in advance at the meeting.

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting.

On the date of this notice, March 18, 2025, the total number of shares in Raute
Corporation is 6,122,679, representing an equal number of votes.

Lahti, March 18, 2025

RAUTE CORPORATION
Board of Directors

FURTHER INFORMATION:
Laura Raitio, Chair of the Board of Directors, tel. +358 50 386 0004

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.