2009-04-15 09:15:00 CEST
2009-04-15 09:15:10 CEST
REGULATED INFORMATION
Ruukki Group Oyj - Notice to general meeting
INVITATION TO THE ANNUAL GENERAL MEETING
Ruukki Group Plc, Stock Exchange Release, 15 April 2009 at 10:15 a.m. INVITATION TO THE ANNUAL GENERAL MEETING The shareholders of Ruukki Group Plc are invited to attend the Annual General Meeting to be held on Thursday, May 7th, 2009, starting at 11:00 a.m. in Espoo at the address: Life Science Center, Keilaranta 14, FI-02150 Espoo. The reception of those who have signed up for the meeting begins at 10:30 a.m. in the meeting facilities. A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING: 1. Opening of the meeting 2. Election of the chairman and secretary 3. Approval of the agenda 4. Election of the scrutinisers and the tellers 5. Recording legality and quorum of the meeting 6. Adoption of the list of votes 7. Review by the CEO 8. Presentation of the financial statements for the year 2008 9. Presentation of the auditor's report 10. Adoption of the financial statements 11. Resolution on Dividend The Board of Directors proposes to the Annual General Meeting that the company shall not pay dividend from the financial period that ended on December 31st, 2008. 12. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 13. Resolution on the remuneration of the members of the Board of Directors and the Auditors 14. Resolution on the number of the members of the Board of Directors 15. Election of the members of the Board of Directors Shareholders that hold together approximately 40 % of the shares and the votes of the company have announced that they will propose in the Annual General Meeting that there will be five members in the Board of Directors and that Alwyn Smit, Markku Kankaala, Jelena Manojlovic Terence McConnachie and Thomas Hoyer of the present members of the Board of Directors will be elected for the next mandate that begins from the Annual General Meeting on 2009 and ends in the end of the Annual General Meeting on 2010. 16. Resolution on amending article 6 (The Auditors) of the Articles of Association The Board of Directors proposes to the Annual General Meeting that the article 6 of the Articles of Association would be amended as follows: “6 Auditors The company shall have one (1) ordinary auditor and one (1) deputy auditor. Should an audit firm authorised by the Central Chamber of Commerce be elected as ordinary auditor, no deputy auditor needs to be elected. The term of office of the auditor shall end at the end of the first General Meeting of Shareholders following the election.” 17. Election of Auditors The Board of Directors proposes to the Annual General Meeting according to the recommendation by the company's Audit Committee that Authorised Public Accountant Firm Ernst & Young Oy would be elected as the company's ordinary auditor and that Authorised Public Accountant Tomi Englund would act as the principal auditor. 18. Resolution on capital repayment and the changes to be made to the Company's Option Rights The Board of Directors proposes to the Annual General Meeting that the company would make a capital repayment from the invested non-restricted equity fund to the shareholders in such a way that assets shall be distributed 0.04 euro per share. The Board of Directors proposes that the capital repayment shall be paid to the shareholders who on the record date May 12th, 2009 are registered in the shareholders' register of the company held by Euroclear Finland Ltd. The date of payment shall be May 19th, 2009. Relating to the capital repayment the Board of Directors proposes to the Annual General Meeting that also the subscription price of the shares which can be subscribed for and which belong to the option plan released by the company on 2005 and to the option rights given to the CEO of the company on 2008 shall be lowered with an amount corresponding to the distribution of assets, i.e. 0.04 euro per each option right. The Board of Directors proposes that the Board of Directors would be granted a right to make resolutions concerning the details of distribution of assets. 19. Resolution on amendment of the terms of the Option Rights 19.1. Amendment of the terms of the Option Plan I/2005 The Board of Directors proposes to the Annual General Meeting that the terms of the Option Plan I/2005 would be amended so that the subscription price of the shares would be fixed based on the capital repayments respectively as the fixing made to the subscription price based on dividend according to the existing terms. 19.2. Amendment of the terms of the Option Plan I/2008 (CEO) The Board of Directors proposes to the Annual General Meeting that the terms of the Option Plan I/2008 would be amended so that the subscription price of the shares would be fixed based on the payments of dividend as well as capital repayments. 20. Closing of the Meeting B. DOCUMENTS OF THE GENERAL MEETING The proposals of the Board of Directors with their appendixes and other documents required to be kept available according to the Finnish Companies Act will be available for the shareholders' inspection at latest for the week preceding the Annual General Meeting at the company headquarters at the address: Keilasatama 5, FI-02150 Espoo. In addition the documents will be available for at least 21 days preceding the Annual General Meeting on the company's website at the address www.ruukkigroup.fi. Copies of these documents will on request be sent to the shareholders. The minutes of the Meeting will be available on the above mentioned website from 20 May 2009. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING 1. Right to attend Right to attend the Annual General Meeting has a shareholder who is not later than on April 27h, 2009, registered as a shareholder of the company in the shareholder register maintained by Euroclear Finland Ltd. A foreign shareholder holding nominee registered shares who wishes to attend the Meeting shall in good time contact his/her nominee operator and act according to the instructions of the nominee operator. In this case the temporary registration in the shareholder register shall be valid no later than on April 27h, 2009. 2. Notice to attend A shareholder wishing to attend the Meeting shall give notice to attend the Meeting to the Company no later than by 4:00 p.m. on May 4th, 2009, either: - by letter to Ruukki Group Plc, Keilasatama 5, 02150 Espoo; - by e-mail to ilmo@ruukkigroup.fi; or - by fax to a number +358 10 440 7001. The notice shall be at the company before the deadline of the notice to attend. A shareholder is requested in addition to name to inform also his/her identity number or business ID, address, phone number and a name of possible representative. The personal data of shareholders shall be used only for purposes related to the general meeting and necessary registration related to that. Shareholders attending the general meeting have a right to request information concerning matters which are dealt with by the meeting as stated in Finnish Companies Act, chapter 5, section 25. 3. Using representative and proxies A shareholder has a right to attend the general meeting and use his rights via representative. A representative must present a dated proxy or his must otherwise in a reliable way prove that he has a right to represent a shareholder. Possible proxies are asked to be delivered in original form together with the notice to attend to address Ruukki Group Plc, Keilasatama 5, FI-02150 Espoo before the end of notice period May 4th, 2009 at 4:00 p.m. 4. Other instructions and information Ruukki Group Plc has at the date of invitation, i.e. April 15, 2009, in total 261,034,022 shares and votes. The annual report of Ruukki Group Plc has been published in Finnish and in English. Shareholders may order the annual report by phone from number +358 10 440 7000 on weekdays between 8:00 a.m. and 4:00 p.m. The annual report can also be found from the company website from address www.ruukkigroup.fi. IN ESPOO, ON ARPIL 15, 2009 RUUKKI GROUP PLC BOARD OF DIRECTORS Ruukki Group specialises in industrial refining of certain natural resources. The Group has two focus areas: Wood Processing and Minerals. Ruukki Group Plc's shares are listed on Nasdaq OMX Helsinki in which the shares of the Company are traded in the mid cap segment, in the industrials sector. For additional information, please contact: Alwyn Smit Chairman of the Board and CEO Ruukki Group Plc Telephone +358 50 442 1663 / +41 7960 19094 www.ruukkigroup.fi This stock exchange release is based on a translation into English of a document written in Finnish. In case of any discrepancies, inconsistencies or inaccuracies, the Finnish version of the release shall prevail.
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