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2011-02-03 08:30:00 CET 2011-02-03 08:30:40 CET REGULATED INFORMATION Rautaruukki - Notice to general meetingNotice of the Annual General Meeting of Rautaruukki Corporation on 23 March 2011Rautaruukki Corporation Stock Exchange Release 3 February 2011 at 9.30 Notice is given to the shareholders of Rautaruukki Corporation that the Annual General Meeting this year will be held on Wednesday 23 March 2011 at 1pm in the Congress Wing of the Helsinki Exhibition and Convention Centre, Messuaukio 1, 00520 Helsinki, Finland. The reception of persons who have registered to attend the meeting and the distribution of voting slips will commence at 12 noon. A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING The Annual General Meeting will transact the following business: 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 annual accounts, the report of the Board of Directors and the Auditor's report for 2010 CEO's review 7. Adoption of the parent company and consolidated annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors proposes on the basis of the adopted balance sheet for 2010 the payment of a dividend of EUR 0.60 per share. The dividend will be paid to shareholders entered as shareholder, at the dividend payment record date 28 March 2011, in the company's shareholder register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 6 April 2011. 9. Resolution on the discharge of the members of the Board of Directors, Supervisory Board and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors The Nomination Committee proposes that the Chairman of the Board receives an annual fee of EUR 72,000, the Deputy Chairman EUR 44,000 and members EUR 34,000 together with an attendance fee of EUR 600 including Board of Directors' committee meetings. The Nomination Committee proposes that 40 per cent of the annual fee be paid in the form of Rautaruukki Oyj shares purchased from the market. The shares will be purchased within two weeks of the publication of the company's interim report for the first quarter of 2011. The Nomination Committee considers that increasing the long-term shareholding of Board members will benefit all shareholders. 11. Resolution on the number of members of the Board of Directors The Nomination Committee proposes that the number of members of the Board of Directors remains unchanged at seven. 12. Election of members of the Board of Directors The Nomination Committee proposes that the current members of the Board of Directors Maarit Aarni-Sirviö, Reino Hanhinen, Pertti Korhonen, Liisa Leino, Matti Lievonen, Hannu Ryöppönen and Jaana Tuominen be re-elected for a further term of office lasting one year from the 2011 Annual General Meeting to the close of the 2012 Annual General Meeting. The Nomination Committee further proposes that Reino Hanhinen be elected as Chairman of the Board of Directors and that Hannu Ryöppönen be elected as Deputy Chairman. 13. Resolution on the remuneration of the auditor The Board of Directors proposes that the auditor be paid a remuneration based on invoice approved by the company. 14. Election of auditor Based on the recommendation of the Audit Committee, the Board of Directors proposes that the audit firm KPMG Oy Ab be re-elected as the company's auditor. 15. Authorising the Board of Directors to decide on the acquisition of the company's own shares The Board of Directors proposes that the Annual General Meeting grants the Board the authority to acquire a maximum of 12,000,000 of the company's own shares, using the company's unrestricted equity, at fair value at the date of acquisition, which shall be the prevailing market price in public trading on NASDAQ OMX Helsinki Ltd. The shares can be acquired in a proportion not pro rata to shareholders' holdings (targeted acquisition). The proposed authority supersedes the authority to acquire 12,000,000 shares granted by the Annual General Meeting of 23 March 2010 and which now expires. It is proposed that the authority be valid until the following Annual General Meeting. 16. Authorising the Board of Directors to decide on the share issue The Board of Directors proposes that the Annual General Meeting grants the Board the authority to decide on a share issue that includes the right to issue new shares and/or to transfer treasury shares held by the company. It is proposed that the authority apply to a maximum of 28,000,000 shares in total. The Board of Directors shall have the right to decide who the shares are issued to i.e., in disapplication of the pre-emption rights of existing shareholders, by means of a directed issue if there is a weighty financial reason for doing so under the Limited Liability Companies Act. The authority shall also include the right to decide on a bonus issue if there is an especially weighty financial reason to do so from the company's point of view and taking into account the interests of all shareholders. It is proposed that the authority be valid for a period of five years following the date of decision of the Annual General Meeting. 17. Proposal by Solidium Oy to establish a Nomination Committee at the Annual General Meeting Solidium Oy proposes that a Nomination Committee be established to prepare proposals for the following Annual General Meeting regarding the composition of the Board of Directors and directors' fees. The Committee is to comprise of three largest shareholders or a representative from each of the three largest shareholders and the Chairman of the Board of Directors, who is elected to the Committee as an expert member. The right to elect members to the Nomination Committee to represent shareholders is vested in the three shareholders who are registered at 1 October 2011 on the company's shareholder register maintained by Euroclear Finland Ltd and who according to this register have the largest share of the votes conveyed by all the company's shares. The Chairman of the Board of Directors convenes the Nomination Committee, which elects a chairman from among its members. The Nomination Committee will present its proposal to the company's Board of Directors by no later than 1 February preceding the Annual General Meeting. 18. Closing of the Meeting B. DOCUMENTS OF THE GENERAL MEETING The proposals for the decisions on the matters on the agenda of the General Meeting as well as this Notice are available on Rautaruukki Corporation's website at www.ruukki.com. The annual accounts, the report of the Board of Directors and the auditor's report of Rautaruukki Corporation, are available on the above-mentioned website no later than 2 March 2011. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as of 6 April 2011. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. Shareholders registered in the shareholders' register Each shareholder who is registered on Friday 11 March 2011 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder, who is registered in the shareholders' register of the company and who wishes to participate in the Annual General Meeting, must register their intent to do so by no later than 4pm (EET) on Friday 18 March 2011. Such notice can be given: - on the company's website www.ruukki.com; - by email yhtiokokous@ruukki.com; - by telephone +358 10 804 430 between 8am and 4pm (EET), Monday to Friday; - by telefax +358 20 592 9104; or - by regular mail to Rautaruukki Corporation, Annual General Meeting, PO Box 138, FI-00811 Helsinki. In connection with the registration, a shareholder must notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Rautaruukki Corporation is only used in connection with the Annual General Meeting and with the processing of related registrations. 2. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on Friday 11 March 2011, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders' register held by Euroclear Finland Ltd, at the latest by 10am (EET) on 18 March 2011. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders' register of the company at the latest by the time stated above. Further information on these matters can also be found on the company's website www.ruukki.com. 3. Proxy representative and powers of attorney A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting. Proxy documents should be delivered in originals to Rautaruukki Corporation, Annual General Meeting, PO Box 138, FI-00811 Helsinki before the last date of registration. 4. Other instructions and information Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability 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 to the Annual General Meeting, 2 February 2011, the total number of shares in Rautaruukki Corporation and votes represented by such shares is 140,285,425 shares. Finnish and English versions of Rautaruukki Corporation's Annual Accounts 2010 will be published on the company's website by no later than 2 March 2011. Printed copies of the accounts may be ordered by calling +358 20 592 9260 on weekdays between 8am and 4pm (EET), by email at annualreport@ruukki.com or online at www.ruukki.com. Helsinki, 2 February 2011 RAUTARUUKKI CORPORATION Board of Directors Rautaruukki Corporation Anne Pirilä SVP, Communications and Investor Relations Rautaruukki supplies metal-based components, systems and integrated systems to the construction and engineering industries. The company has a wide selection of metal products and services. Rautaruukki has operations in 27 countries and employs 11,700 people. Net sales in 2010 totalled EUR 2.4 billion. The company's share is quoted on NASDAQ OMX Helsinki (Rautaruukki Oyj: RTRKS). The Corporation uses the marketing name Ruukki. DISTRIBUTION: NASDAQ OMX Helsinki Main media www.ruukki.com [HUG#1484930] |
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