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2009-02-03 18:15:00 CET 2009-02-03 18:15:01 CET REGULATED INFORMATION Ruukki Group Oyj - Notice to convene extr.general meetingINVITATION TO EXTRAORDINARY GENERAL MEETINGRuukki Group Plc, Stock Exchange Release, 3 February 2009 at 7:15 p.m. INVITATION TO EXTRAORDINARY GENERAL MEETING The shareholders of Ruukki Group Plc are invited to an Extraordinary General Meeting which is held on Tuesday, February 24th, 2009 from 10:00 a.m. in Espoo at the address Keilasatama 5, in the meeting room Merituuli, 2nd floor. The reception of those who have given notice to attend begins at 9:30 a.m. in the meeting facilities. THE MATTERS UNDER DISCUSSION IN THE MEETING: 1. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE SHARE ISSUES AND ON THE ISSUING OF OTHER SPECIAL RIGHTS THAT ENTITLE TO SHARES The Board of Directors proposes to the Extraordinary 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 34.5 % of the Company's current registered shares. When taking into account the resolution made by the Board in February 2009 to cancel 29,000,000 own shares, the proposed 100,000,000 shares' authorisation represents about 38.3 % of the total amount of shares after the cancellation. The Board of Directors could 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 personal. The Board of Directors proposes that the Board of Directors would by virtue of the authorization be entitled to decide on both share issue against payment and on share issue without payment. The subscription price could be paid also by using other consideration than money. The authorization would also entitle the right to deviating from shareholders' pre-emptive right to share subscription provided that there is a weighty financial reason for that as defined in Companies' Act. The Board of Directors proposes that the authorization replaces all previous authorizations and that it is valid two years as from the decision of the Extraordinary General Meeting. 2. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUIRING OF OWN SHARES The Board of Directors proposes to the Extraordinary General Meeting that the Board of Directors would be authorized to decide on the acquiring of own shares. By virtue of the authorization concerning the acquiring of own shares a maximum of 26,000,000 own shares could be acquired with the funds from the company's unrestricted shareholders' equity. The authorisation 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 authorisation 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 se in the Companies Act. The Board of Directors proposes that the authorization replaces all previous authorizations and that it is valid one year as from the decision of the Extraordinary General Meeting. KEEPING THE DOCUMENTS AVAILABLE The documents required to be kept available according to the Finnish Companies Act will be available for the shareholders' inspection for the week preceding the Extraordinary General Meeting at the company headquarters at address Keilasatama 5, 02150 Espoo. In addition the documents will be available on the company's website at the address www.ruukkigroup.fi. Copies of these documents will on request be sent to the shareholders. RIGHT TO ATTEND Right to attend the Extraordinary General Meeting has a shareholder who is not later than on February 13th, 2009 registered as a shareholder of the company in the shareholder register maintained by Euroclear Finland Oy. 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 February 13th, 2009. A shareholder can attend the Meeting personally or represented by a representative. A shareholder has also right to use an assistant. 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 Wednesday, February 18th, 2009 by letter to Ruukki Group Plc, Keilasatama 5, 02150 Espoo, or by e-mail to ilmo@ruukkigroup.fi or by fax to +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. Possible proxies are asked to be delivered in written form together with the notice to attend, that means not later than on February 18th, 2009 at 4:00 p.m. ESPOO, ON FEBRUARY 3rd, 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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