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2008-04-02 14:15:00 CEST 2008-04-02 14:15:02 CEST REGLAMENTUOJAMA INFORMACIJA Rautaruukki - Decisions of general meetingRESOLUTIONS OF RAUTARUUKKI'S ANNUAL GENERAL MEETINGRautaruukki Oyj Stock exchange release 2 April 2008 at 15.15 RESOLUTIONS OF RAUTARUUKKI'S ANNUAL GENERAL MEETING In accordance with the proposal by the Board of Directors, Rautaruukki Corporation's Annual General Meeting approved today the payment of a dividend for 2007 of EUR 1.70 per share and an additional dividend of EUR 0.30 per share, making a total dividend of EUR 2.00 per share. A total of 1043 shareholders were represented at the Annual General Meeting. Rautaruukki Corporation's Annual General Meeting considered the business to be transacted at the Annual General Meeting in accordance with Article 12 of the company's Articles of Association and Chapter 5 Section 3 of the Limited Liability Companies Act, as well as proposals concerning authorising the Board of Directors to decide on acquisition of the company's own shares, abolition of the Supervisory Board and the establishment of a shareholders' Nomination Committee. Resolutions of the Annual General Meeting: Adoption of the financial statements The Annual General Meeting approved the parent company's financial statements and consolidated financial statements for 2007. Discharge from liability The Annual General Meeting discharged the members of the Board of Directors, Supervisory Board and the President & CEO from liability for the 2007 financial year. Use of the profit In accordance with the proposal by the Board of Directors, Rautaruukki Corporation's Annual General Meeting decided on the payment of a dividend of EUR 1.70 per share and an additional dividend of EUR 0.30 per share, making a total dividend of EUR 2.00 per share (total dividend payout of EUR 277,488,870). The dividend will be paid on 16 April 2008 to shareholders registered at the record date, 7 April 2008, in the company's shareholder register kept by the Finnish Central Securities Depository Ltd. Board of Directors The Annual General Meeting appointed members to the Board of Directors for the following term of office. Mr Jukka Viinanen, Mr Reino Hanhinen, President and CEO Maarit Aarni-Sirviö, CEO Christer Granskog, Pirkko Juntti LLM, Undersecretary of State Kalle J. Korhonen and Chairperson of the Board Liisa Leino were all reappointed to the Board for a further term of office. Jukka Viinanen was reappointed as chairman of the Board of Directors and Reino Hanhinen as deputy chairman. The term of office of the Board of Directors ends at the close of the following Annual General Meeting. Fees of the Board of Directors The Annual General Meeting approved payment of a monthly fee of EUR 5,600 to the chairman of the Board of Directors, EUR 3,500 to the deputy chairman and EUR 2,700 to other members of the Board together with an attendance fee of EUR 600 for Board of Directors' meetings and Board of Directors' committee meetings. Supervisory Board The Annual General Meeting decided to reject the proposal by shareholder Mr George Jauhiainen to abolish the Supervisory Board. The Annual General Meeting appointed Marjo Matikainen-Kallström MP as chairperson and Inkeri Kerola MP as deputy chairperson of the Supervisory Board. Heikki Allonen MSc (Tech), Turo Bergman, Political Secretary, Miapetra Kumpula-Natri MP, Petteri Orpo MP, Jouko Skinnari MP, Markku Tynkkynen, Executive Vice President, Resources, and Tapani Tölli MP were all appointed as members of the Supervisory Board. The term of office of the Supervisory Board ends at the close of the following Annual General Meeting. Fees of the Supervisory Board The Annual General Meeting decided to keep the fees of the Supervisory Board unchanged. The chairperson is paid a monthly fee of EUR 1,000, the deputy chairperson EUR 600 and other members EUR 500, together with an attendance fee of EUR 200 for meetings. Auditor The Annual General Meeting elected the KHT audit firm KPMG Oy Ab as the company's auditor with Mauri Palvi KHT as the principal auditor. The auditor is paid a fee and remuneration based on invoice. Authorisation to acquire the company's own shares The Annual General Meeting authorised the Board of Directors to resolve to acquire a maximum of 12,000,000 of the company's own shares (8.56 per cent of the total number of shares) on the terms and conditions in the Board of Directors' proposal. The shares will be acquired by directed acquisition, using the company's unrestricted equity, at the prevailing market price on the OMX Nordic Exchange Helsinki. This authorisation supersedes the Board of Directors' authorisation to acquire 12,000,000 shares, which now expires, granted by the 2007 Annual General Meeting. The authorisation is valid for eighteen months from the decision of the Annual General Meeting. Establishment of a Nomination Committee In accordance with the proposal by the Ownership Steering Department of the Prime Minister's Office, which represents the Finnish State as shareholder, the Annual General Meeting decided to establish a shareholders' Nomination Committee to prepare proposals for the following Annual General Meeting regarding the composition of the Board of Directors and directors' fees. The minutes of the Annual General Meeting will be available for inspection by shareholders at the company's head office by no later than 16 April 2008. The proposals made to the Annual General Meeting can be seen in full on the company's website. For further information, please contact: Sakari Tamminen, President & CEO, tel. +358 20 592 9075 Tiina Bäckman, VP, Legal, tel. +358 20 592 9068 Rautaruukki Corporation Anne Pirilä SVP, Corporate 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 24 countries and employs 14,600 people. Net sales in 2007 totalled EUR 3.9 billion. The company's share is quoted on the OMX Nordic Exchange Helsinki (Rautaruukki Oyj: RTRKS). The Corporation uses the marketing name Ruukki. www.ruukki.com DISTRIBUTION OMX Nordic Exchange Helsinki Main media www.ruukki.com |
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