2010-03-31 08:45:00 CEST
2010-03-31 08:45:01 CEST
SÄÄNNELTY TIETO
Ruukki Group Oyj - Notice to general meeting
INVITATION TO THE ANNUAL GENERAL MEETING
Ruukki Group Plc, Stock Exchange Release, 31 March 2010 at 09:45 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 Wednesday 21 April 2010, starting at 10:00 a.m. in Espoo
at the address: Keilasatama 5, Espoo, Finland.
The reception of those who have signed up for the meeting begins at 9:30 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 election of the secretary
3. Approval of the agenda
4. Election of the scrutinizer of the minutes and the person to
supervise the counting of votes
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 2009 and the
report of the Board of Directors
9. Presentation of the auditor's report
10. Adoption of the financial statements and the group financial
statements
11. Resolution on the use of the profit and the 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,
2009.
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 of the Auditor
Shareholders that hold together over 50% of the shares and the votes of the
company have announced that they will propose in the Annual General Meeting that
the Chairman would be paid EUR 7,500 per month, the new Board Members EUR 6,500
per month and the continuing Board Members EUR 5,000 per month.
In addition, according to the proposal, those members of the Board that are
members of the Audit Committee shall be paid for their work at the Audit
Committee as follows: the chairman of the Audit Committee EUR 1,000 per Audit
Committee's meeting and the other members EUR 500 per Audit Committee's meeting.
For any other committees, the chairman shall be paid EUR 600 per committee
meeting and the other members shall be paid EUR 300 per committee meeting.
Further, based on a request by the shareholders that hold together over 50% of
the shares and votes of the company, the Board of Directors proposes to the
Annual General Meeting that in addition to the monetary remuneration, free
shares will be issued to the Members of the Board as a part of their
remuneration package, in accordance with the proposal set out in item 19 of the
Agenda.
The Board of Directors proposes to the Annual General Meeting that the company
will pay the fee to the auditor against an invoice.
14. Resolution on the number of the members of the Board of Directors
Shareholders that hold together over 50% of the shares and the votes of the
company have announced that they will propose in the Annual General Meeting that
there will be six (6) members in the Board of Directors.
15. Election of the members of the Board of Directors
Shareholders that hold together over 50% of the shares and the votes of the
company have announced that they will propose in the Annual General Meeting that
Jelena Manojlovic, Markku Kankaala and Terry McConachie of the present members
of the Board of Directors will be re-elected and that Philip Baum, Paul Everard
and Chris Pointon will be elected as new members of the Board of Directors for
the next mandate that begins from the Annual General Meeting on 2010 and ends in
the end of the Annual General Meeting on 2011.
16. Election of the Auditor
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 re-elected as the auditor of the
company. Ernst & Young Oy has proposed that the auditor with the main
responsibility would be APA Tomi Englund.
17. Resolution on the amendment of the Articles of Association
The Board of Directors proposes to the Annual General Meeting to, based on the
amendment of the Finnish Companies Act, which entered into force on 31 December
2009, amend the provision concerning the notice period of the Annual General
Meeting (Article 8) as follows:
“8 § Notice to a General Meeting
A notice to a General Meeting shall be delivered no earlier than two (2) months
and no later than twenty-one (21) days before the General Meeting but at least
nine (9) days before the record date of the General Meeting with letters mailed
to the addresses recorded in the shareholders' register, in another verifiable
manner or by publishing the notice to the Meeting at least in one national
newspaper determined by the Board of Directors. In addition to the Company's
domicile, the General Meeting can also be held in Helsinki, Oulu, Oulunsalo or
Vantaa.”
18. Resolution on capital repayment
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 EUR 0.04 per
share.
The Board of Directors proposes that the capital repayment shall be paid to the
shareholders who on the record date 26 April 2010 are registered in the
shareholders' register of the company held by Euroclear Finland Ltd. The date of
payment shall be 3 May 2010.
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 directed free issue of shares
The Board of Directors proposes to the Annual General Meeting, based on a
request by shareholders that hold together over 50% of the shares and the votes
of the company, that the meeting would decide to issue a maximum of 800,000
shares from the Company's treasury shares, by a directed free issue to the
members of the Board of Directors as follows.
The new Board Members and the Chairman of the Board shall receive 150,000 shares
each and the other Board Members shall receive 100,000 shares each (the “Initial
Shares”).
The members of the board who have the right to receive Initial Shares shall also
receive additional 50,000 shares each if they continue to serve at the Board of
Directors after the second ordinary general meeting following the approval of
this issue, and another 50,000 shares each if they continue to serve at the
Board of Directors after the third ordinary general meeting following the
approval of this issue (“Additional Shares”).
In accordance with the proposal for election of the members of the Board of
Directors, made by shareholders that hold together over 50% of the shares and
votes of the company, the new Board Members would consist of Philip Baum, Paul
Everard and Chris Pointon and the continuing Board Members would be Jelena
Manojlovic, Markku Kankaala and Terry McConachie.
The shares will be issued free of charge and derogating from the pre-emptive
subscription right of the shareholders for an especially weighty financial
reason, as the shares will form an essential part of the remuneration package
for the work at the Board of Directors.
The members of the board who have the right to receive shares in this issue may
exercise their right only by entering a separate lock-up agreement that prevents
the sale of the shares for three years from their subscription. The lock-up will
concern both Initial Shares and Additional Shares. In addition, the agreement
will entitle the Company to redeem the Initial Shares free of charge, in part or
in full, should the director's term in the Board of Directors end before the
third ordinary general meeting following the approval of this issue. The
redemption will concern all of the issued shares (3/3) if the director's term at
the Board of Directors ends before the first, two-thirds (2/3) if before the
second, and one-third (1/3) if before the third ordinary general meeting
following the approval of this issue.
The Initial Shares will be subscribed immediately and the Additional Shares can
be subscribed after the condition for subscription has been met, however not
later than five years from this share issue decision.
20. Authorizing the Board of Directors to decide upon share issue and
upon issuing other special rights that entitle to shares
The Board of Directors proposes to the Annual General Meeting that the Board of
Directors would be authorized to decide on the share issue and on the issuing of
stock options and other special rights that entitle to shares.
By virtue of the authorization shares could be emitted in one or more tranches
in total a maximum of 100,000,000 new shares or shares owned by the company.
This equates approximately 40.33% of the company's currently registered shares.
The Board of Directors would by virtue of the authorization be entitled to
decide on the share issues and on the issuing of stock options and other special
rights that entitle to shares.
The Board of Directors may use the authorization among other things in financing
and enabling corporate and business acquisitions or other arrangements and
investments of business activity or in the incentive and commitment programs of
the personnel. The Board of Directors proposes that by virtue of the
authorization the Board of Directors can decide both on share issue against
payment and on share issue without payment. The payment of the subscription
price could also be made with other consideration than money. The authorization
would contain right to decide on derogating from shareholders' pre-emptive right
to share subscription provided that there is a weighty financial reason for that
as defined in Companies' Act, or, in case of a share issue without payment,
there is an especially weighty reason for the same both for the company and in
regard to the interests of all shareholders in the company as defined in
Companies' Act.
The Board of Directors proposes that the authorization replaces all previous
authorizations and that it is valid two (2) years as from the decision of the
General Meeting.
21. Authorizing the Board of Directors to decide on the acquiring of
own shares
The Board of Directors proposes to the Annual General Meeting that the Board of
Directors would be authorized to decide on the acquiring of company's own
shares.
By virtue of the authorization concerning the acquiring of own shares a maximum
of 10,000,000 own shares could be acquired with the funds from the company's
unrestricted shareholders' equity, however, in such a way that the total number
of own shares, which the Company and its subsidiaries have in their possession
or as a pledge, does not exceed one tenth of all shares in accordance with
Section 11 of Chapter 15 of the Finnish Companies Act. The authorization covers
acquisition of shares in public trade in NASDAQ OMX Helsinki Oy and also outside
of the public trade. The compensation paid for acquired shares shall be based on
the market value.
Derivative contracts, share loan agreements or other agreements may be made
within laws and regulations if they are customary to capital market. The
authorization entitles the board of directors to make a resolution on
acquisition otherwise than in the relation of the shares owned by the
shareholders (directed acquisition) according the preconditions set forth in the
Companies Act.
The Board of Directors proposes that the authorization concerning the
acquisition of own shares would among other things be used in developing the
company's capital structure, in financing and executing corporate acquisitions
and other arrangements, in executing the company's share-based incentive systems
or otherwise in being transferred or cancelled. The acquisition of shares
reduces the company's distributable non-restricted shareholders' equity.
The Board of Directors proposes that the authorization is valid 18 months as
from the decision of the General Meeting.
22. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
Financial statements, proposals of the Board of Directors presented to the
Annual General Meeting as well as all other documents to be kept on view in
accordance with the Finnish Companies Act are available for the shareholders'
inspection at latest for three weeks 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 at
the latest from 5 May 2010.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Right to attend
A shareholder who no later than on Friday 9 April 2010 is registered as the
Company's shareholder in a shareholder register 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 Company's shareholder register.
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 Friday 16 April 2010,
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 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. If a shareholder participates in the Annual General Meeting by
means of several proxy representatives representing the shareholder with shares
on different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration.
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 16 April 2010 at 4:00 p.m.
4. Holders of nominee registered shares
A holder of nominee registered shares is advised to request in good time in
advance necessary instructions regarding the registration in the Company's
shareholder register, 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, to be entered into the
Company's temporary shareholder register no later than by 16 April 2010 at 10
a.m.
5. Other instructions and information
Ruukki Group Plc has at the date of invitation, i.e. 31 March 2010, in total
247,982,000 shares and votes, and the company holds in total 8,740,895 own
shares.
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 31 MARCH 2010
RUUKKI GROUP PLC
BOARD OF DIRECTORS
Ruukki Group is an industrial group focusing on minerals and wood processing
businesses. Ruukki Group Plc's shares are listed on NASDAQ OMX Helsinki and
traded in the mid cap segment, in the industrials sector.
For additional information, please contact:
Alwyn Smit
Chief Executive Officer
Ruukki Group Plc
Telephone +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
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