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2007-03-30 14:18:44 CEST 2007-03-30 14:18:44 CEST REGULATED INFORMATION Ruukki Group Oyj - Notice to general meetingNOTICE OF THE ANNUAL GENERAL MEETING OF RUUKKI GROUP PLCThe shareholders of Ruukki Group Plc are invited to attend the annual general meeting to be held in Espoo, in adress Innopoli I, Tekniikantie 12, 02150 Espoo, on Friday 20 April 2007 at 10:00 am. ANNUAL GENERAL MEETING AGENDA: 1. ISSUES IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION, SECTION 10 2. PARTIAL CHANGE IN THE COMPANY'S ARTICLES OF ASSOCIATION Ruukki Group Plc's Board of Directors proposes to the annual general meeting that the Articles of Association of the Company would be amended because of the new Companies Act as follows: 1 § (Business Name and Domicile of the Company) shall be altered as follows: “The Business Name of the Company is Ruukki Group Plc and the domicile of the Company is Espoo.” 3 § (Minimum and Maximum Share Capital and the Shares) shall be removed. 4 § (Book-Entry Securities System) shall be altered as follows: “The shares of the Company are in Book-Entry Securities System.” The headline of the 8 § (Actual Signing for the Company) shall be altered as “Representing of the Company” and it shall be altered as follows: “The company shall be represented by the Managing Director and the Chairman of the Board of Directors each by oneself. The Board of Directors may give a right to represent the company by oneself or together to other named persons.” The last clause of the 9 § (Notice of General Meeting) shall be altered as follows: “The General Meeting may be held in addition to the domicile of the Company in Helsinki, Oulu, Oulunsalo or Vantaa.” 11 § (Accounting Period) shall be altered as follows: “The accounting period of the company is calendar year” The last clause of the 12 § (Preliminary Enrolment) shall be altered as follows: “The enrolment time may be set to end at the earliest ten (10) days before the General Meeting.” 14 § shall be removed The numbering of the paragraphs of the Articles of Association shall be altered respectively because of the above mentioned alterations. 3. FREE DIRECTED SHARE ISSUE TO THE SELLERS OF PAN-OSTON LTD AND LAPPIPANELI LTD The Company has acquired the entire share capital of Pan- Oston Ltd by share exchange agreement dated on 5 September 2003 and approximately 60.2 per cent of the share capital of Lappipaneli Ltd by share exchange agreement dated on 30 December 2003. In these share exchange agreements the parties have agreed that in case Pan-Oston Ltd and Lappipaneli Ltd succeed to meet certain key figures measuring their financial success, additional purchase price shall be paid. Both Pan-Oston Ltd and Lappipaneli Ltd have reached these key figures and therefore the Company has become liable to pay to the sellers in the share exchange agreements the agreed additional purchase price based on above mentioned companies' financial year 2006. The Company's Board of Directors proposes the general meeting to decide upon directed share issue for free of an amount in total 598,285 new shares by deviating from the shareholders' pre-emptive right of subscription. 4. AUTHORIZATION OF THE BOARD TO ISSUE SHARES, OPTIONS OR OTHER SPECIAL RIGHTS Ruukki Group Plc's Board of Directors proposes to the annual general meeting that the general meeting gives the Board of Directors an authorization to decide on share issue, granting option rights and other special rights that entitle to shares. At the maximum 25,000,000 shares, which equal approximately 17.9 per cent of the total amount of the existing shares, may be issued by virtue of the authorization. The issued shares may be new shares or shares that are in the possession of the Company. The Board of Directors shall by this authorization be granted a right to decide upon the share issues and/or the issuing of option and other special rights in equal way the general meeting would be able to decide. The Board of Directors proposes that the authorization shall be used among others to finance and enable corporate acquisitions, asset purchase deals and other business arrangements and investments or to give incentives and to engage the personnel. The Board of Directors proposes that the Board of Directors may decide on share issues against payment or for free. The Board of Directors also proposes that the authorization includes a right to deviate from the shareholders' pre-emptive rights provided there is a weighty financial reason. This authorization is valid for two years after the decision. 5. PARTIAL CHANGE IN THE OPTION PROGRAM I/2005'S TERMS AND CONDITIONS Ruukki Group Plc's Board of Directors proposes to the annual general meeting that the terms of the Option Program I/2005 shall be updated to the extent that the new Companies Act enables. The terms shall be altered mainly in a way that the Board of Directors would be given the right to freely decide on the directing of the options. The Board of Directors may not decide to grant options to itself. The references to accounting par value of the shares shall be removed from the terms, the paid subscription price of the options shall be determined to be entered to the invested non-restricted equity fund, and the amount of the dividends paid to the shares after 31.12.2005 shall be noticed. 6. SELLING THE SHARES IN THE JOINT BOOK-ENTRY ACCOUNT IN THE NAME OF THE OWNERS OF THE SHARES Ruukki Group Plc's Board of Directors proposes to the annual general meeting that the shares in the joint book-entry account of whose part a registration of ownership to a book- entry account has not been demanded even though five years have passed since the registration date. Since the decision of the general meeting to enter shares in a book-entry system has been made before the new Companies Act (21.7.2006/624) become effective, the Old Companies Act shall be applied (29.9.1978/734). The owner of a share in the joint book-entry account shall within one year from a request based on the decision demanded that his right be registered at the risk of forfeit his right to the share and that after the selling he has a right only to the assets received from the selling. General meeting has before decided on selling the shares in the joint book-entry account. The previous decisions have been executed. The amount of the shares in the joint book- entry account has multiplied because of the bonus issues on year 2000. The proposal given now relates to the shares from the mentioned bonus issues. The balance of the joint book-entry account on 20 April 2007 totals 47,500 shares that correspond to 0.34 per cent of the total number of shares. The Board of Directors proposes that the shares in question shall be sold via the stock exchange in the name of the owners of the shares. ELECTION OF AUDITORS Ruukki Group Plc's Board of Directors proposes to the annual general meeting that company's current Auditors KPMG Ltd and Mr. Reino Tikkanen, APA, will be re-elected. DIVIDEND PAYOUT Ruukki Group Plc's Board of Directors proposes to the annual general meeting that a dividend of EUR 0.03 per share shall be paid out from company's retained earnings, however excluding the new shares that have been issued in February 2007 in conjunction with the conversions of convertible bond notes. These new shares are traded as a separate share series. Furthermore, if new shares will be issued due to the proposition made by the Board to the annual general meeting on free directed share issue, those new shares are not entitled to the proposed dividend. The ex-date would be 25 April 2007 and the payment date would be 3 May 2007. AVAILABILITY OF DOCUMENTS The proposals of the Board of Directors including attachments and other documents stipulated by Companies Act are will be available for the shareholders at Company's head office at Pilot Business Park, Lentokatu 2, 90460 Oulunsalo and at Company's Espoo office at Innopoli, Tekniikantie 12, 02150 Espoo. The documents are also available at company's web site at www. ruukkigroup.fi a week before the meeting takes place. Copies of the documents are mailed to shareholders upon request. RIGHT TO ATTEND THE MEETING Shareholders who on Tuesday 10 April 2007 are registered as shareholders in the Company's shareholder register, maintained by Finnish Central Securities Depository Ltd, have the right to attend the meeting. In order to attend the Meeting, shareholders who hold their shares under a name of a nominee must contact their bank, broker or other custodian to be temporarily recorded in the Register of Shareholders. The recording must be made effective no later than April 10, 2007. Shareholders may attend the meeting personally or by a representative. Shareholders also have a right to have an adviser. PRIOR NOTICE OF ATTENDANCE Shareholders wishing to participate the Annual General Meeting must give a prior notice to the Company by 4:00 p.m. on Tuesday 17 April 2007 at the latest either by letter Ruukki Group Plc, Tekniikantie 12, 02150 Espoo or by e-mail at information@ruukkigroup.fi or by fax to +358 9 25 111 040. The notice must arrive before the above mentioned deadline. The shareholders are also requested to give their identity or business identification numbers. Proxies are requested to be delivered with the prior notices no later than by 4:00 p.m. on Tuesday 17 April 2007. RUUKKI GROUP PLC BOARD OF DIRECTORS Ruukki Group is a multi-sector industrial group having mainly majority ownership interests in various small and medium-sized companies in e.g. house building, sawmilling business, furniture business and care services. Ruukki Group share (RUG1V) is listed on OMX Nordic Exchange's so-called small cap category. For further information, please contact: Antti Kivimaa Chief Executive Officer Ruukki Group Plc Telephone +358 400 501 780 www.ruukkigroup.fi |
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