SUMMONS TO RAUTE CORPORATION'S ANNUAL GENERAL MEETING
SUMMONS TO RAUTE CORPORATION'S ANNUAL GENERAL MEETING
Raute Corporation's shareholders are invited to attend the company's Annual
General Meeting, which will be held on Wednesday 2 April 2008 in Kongressikeskus
Fellmanni, address Kirkkokatu 27, Lahti, beginning at 6.00 pm.
THE MEETING WILL DEAL WITH THE FOLLOWING MATTERS:
1. Matters pertaining to the Annual General Meeting pursuant to Article 13 of
the company's Articles of Association.
2. Board of Directors' proposal to authorize the Board to decide on the
repurchase of shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board to decide on the repurchase of a maximum of 400,000 Raute Corporation
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 proposed
number of shares is less than ten percent (10%) of the company's overall shares.
The authorization 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
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 otherwise than in
proportion to the holdings of the shareholders. This can take place, for
example, by acquiring shares in public trading on marketplaces whose rules and
regulations allow a company to repurchase shares. The company must have
important financial reasons to acquire shares in public trading as explained
above or otherwise than in proportion to the holdings of the shareholders.
A Series K share can be converted to a series A share in compliance with section
3 of Raute Corporation's Articles of Association.
The Board of Directors will decide on the other conditions related to share
repurchases.
The authorization is effective until the end of the next Annual General Meeting,
or at least until 31 May 2009.
3. Authorization of the Board of Directors to dispose of treasury shares
acquired for the company
The Board proposes that the Annual General Meeting authorize the Board to decide
on a directed 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 is effective until the end of the next Annual General
Meeting. As proposed, the authorization will be used to fund or carry out
acquisitions or other arrangements or for other purposes decided by the Board of
Directors.
COPIES OF DOCUMENTS AND THE ANNUAL REPORT
Documents pertaining to the financial statements will be available for
examination by shareholders during the week prior to the Annual General Meeting
at the company's head office, address: Rautetie 2, Nastola. Copies of these
documents will be sent to shareholders on request.
The Group's Annual Report for 2007 will be published on the company's website at
www.raute.com and will be mailed to shareholders at the latest on 25 March 2008.
DIVIDEND
The Board of Directors proposes to the Annual General Meeting that a dividend of
one euro (1.00) be paid to holders of Series A and K shares in respect of the
2007 financial year. Dividend will be paid to shareholders who, on the record
date, are entered in the shareholders' register held by Finnish Central
Securities Depository Ltd. Other cases will be treated in accordance with
Article 5 of the Articles of Association. The Board of Directors proposes that
the record date for dividend payment be 7 April 2008 and that dividend be paid
on 14 April 2008.
REMUNERATIONS TO THE BOARD OF DIRECTORS
The Appointments Committee proposes that the remuneration to the Chairman of the
Board continues to be 40,000 euro, and to the Vice Chairman of the Board and
Board members 20,000 euro for the term of office. The Board members' traveling
expenses are compensated according to the company's travel policy.
COMPOSITION OF THE BOARD OF DIRECTORS
The Appointments Committee proposes that six members be elected to the company's
board for the next term of office: Mr. Jarmo Rytilahti, Chairman of the Board of
Directors, Ms. Sinikka Mustakallio, Vice Chairman of the Board of Directors and
Mr. Mika Mustakallio, Mr. Panu Mustakallio, and Mr. Jorma Wiitakorpi members of
the Board of Directors. All above mentioned are current Board members. The
Appointments Committee proposes that Mr. Ilpo Helander be elected as a new
member to the the company's board for the next term of office. Mr. Ilpo
Helander, M.Sc.(Eng), (born in 1942), held in 1991-2004 the position of
President and CEO of Oy Electrolux Ab. In addition to his present duties in
Board of Directors of several companies, he is a member of EuroRussia Commission
(EU/Russia, among others.
AUDITORS
The Appointments Committee proposes that Anna-Maija Simola (Authorized Public
Accountant) and Antti Unkuri (Authorized Public Accountant) be elected as
auditors, and Ernst & Young Oy, an authorized public accounting company, be
elected as deputy auditor.
PARTICIPATION
Shareholders wishing to participate in the Annual General Meeting must be
registered in the shareholders' register held by Finnish Central Securities
Depository Ltd by 20 March 2008 at the latest.
REGISTRATION
Shareholders wishing to exercise their right to speak and to vote at the Annual
General Meeting must inform the company at the latest by 4.00 pm on Thursday 27
March 2008 either by writing to Raute Corporation, P.O. Box 69, FIN-15551
Nastola, Finland, or by fax to +358 3 829 3582, or by phoning Ms. Sirpa Väänänen
on +358 3 829 3302. Any proxies should be presented at the time of registration.
Nastola, 10 March 2008
RAUTE CORPORATION
Board of Directors
FURTHER INFORMATION:
Mr. Jarmo Rytilahti, Chairman of the Board of Directors of Raute Corporation,
mobile: +358 400 204 023
DISTRIBUTION:
OMX Nordic Exchange, Helsinki, main media, www.raute.com