Rautaruukki Corporation: Notice of Annual General Meeting

Rautaruukki Oyj Stock Exchange Release 8 Feb 2006 at 11.30

 

The shareholders of Rautaruukki Corporation are hereby invited to the Annual

General Meeting to be held on Thursday, 23 March 2006, at 12.00 hours at the

Marina Congress Center, Europaea Conference Room, Katajanokanlaituri 6, 00160

Helsinki.

 

 

The following matters will be on the agenda of the meeting:

 

 

1. The matters to be dealt with at the Annual General Meeting in accordance with

Article 20 of the Articles of Association

 

 

2. Proposal by the Board of Directors to authorize the Board of Directors to

resolve to repurchase Rautaruukki shares

 

The Board of Directors proposes that the Annual General Meeting authorize the

Board to resolve to repurchase a maximum of 11 000 000 Rautaruukki series K

shares by using funds available for distribution of profits (7,92 % of the total

number of shares).

 

The shares can be repurchased for the purpose of developing the capital structure

of the Company or using the shares in financing corporate acquisitions or other

arrangements. Moreover, the shares can be repurchased for using them as a part of

the Company's or its subsidiaries' key personnel's incentive plans or otherwise

disposing or invalidating them. The repurchase will decrease the Company's

distributable retained earnings.

 

Shares will be repurchased in public trade on the Helsinki Stock Exchange at the

prevailing market price. The purchase price for the shares shall be paid to the

sellers within the time limit provided in the Rules of the Helsinki Stock

Exchange and the Finnish Central Securities Depository Ltd.

 

As the maximum number of shares that can be repurchased by virtue of the proposed

authorization is less than 8 % of the total number of shares and the voting

rights related thereto, the repurchase will have no significant effect on the

relative holdings of the other shareholders of the Company or on the voting

rights among them.

 

The Board is authorized to decide on other conditions, if any, for the repurchase

of the shares. It is proposed that the authorization is valid for one year from

the Annual General Meeting of 23 March 2006.

 

 

3. Proposal by the Board of Directors to authorize the Board of Directors to

resolve to dispose Rautaruukki shares

 

The Board of Directors proposes that the Annual General Meeting authorize the

Board to resolve to dispose a maximum of 13 592 697 Rautaruukki series K shares.

 

The authorization will entitle the Board to resolve to whom, under which terms

and conditions and how many shares are disposed. Moreover, the Board may decide

upon the disposal of the Rautaruukki shares in another proportion than that of

the shareholders' pre-emptive right to the shares of the Company if there is an

important financial reason for the Company for such disposal. Strengthening of

the Company's capital structure, financing or carrying out corporate acquisitions

or other arrangements as well as using the shares as a part of the Company's or

its subsidiaries' key personnel's incentive plans are considered to be an

important financial reason for the Company. The Board may decide to sell the

shares in public trade on the Helsinki Stock Exchange.

 

The authorization will give the Board the right to decide the disposal price and

the principles on which it is determined, and the right to dispose shares as

payment in kind or otherwise on certain conditions or by applying the right of

set-off.

 

The Board is authorized to decide on other conditions, if any, for the disposal

of the shares. It is proposed that the authorization is valid for one year from

the Annual General Meeting of 23 March 2006.

 

 

4. Proposal by the shareholder Mr George Jauhiainen to abolish the Supervisory

Board

 

 

5. Proposal by the Board of Directors to partially amend the Article 5 of the

Articles of Association

 

The Board of Directors proposes that Article 5 of the Articles of Association

shall be amended so, that the last paragraph "The chairman of the Supervisory

Board has the right to be present at the meetings of the Board of Directors"

shall be withdrawn.

 

 

6. Proposal by the Ministry of Trade and Industry of Finland to establish a

Nomination Committee

 

The Ministry of Trade and Industry of Finland representing the Finnish State as

Rautaruukki's shareholder proposes that the Annual General Meeting decides to

establish a Nomination Committee to prepare proposals for the following Annual

General Meeting regarding the composition of the Board of Directors and

directors' remuneration.

 

The Ministry of Trade and Industry of Finland proposes that the Chairman of the

Board of Directors as an expert member will be elected to the Nomination

Committee as well as representatives of three of the largest shareholders. Those

three shareholders, whose share of the total votes of all the shares of the

Company is greatest on 1 November preceding the Annual General Meeting, are

entitled to appoint the members to the Nomination Committee. If the said

shareholder chosses not to use the appointing right, that right would be

transferred to the second largest shareholder. The largest shareholders will be

determined based on the ownership information registered into the book-entry

register. However the shareholder, who has, according to the security markets

law, an obligation to report certain changes of ownership (shareholder's

disclosure obligation) will be added together if the owner requires it by a

written notification to the Board of Directors of the Company on 31 October 2006

at the latest. The Nomination Committee will be convened by the Chairman of the

Board of Directors and the committee will elect a chairman from among its

members. The Nomination Committee will present its proposal to the Company's

Board of Directors not later than on the 1 February preceding the Annual General

Meeting.

 

 

7. Composition of the Board of Directors

 

The Nomination Committee proposes to the Annual General Meeting that six members

will be elected to the Board in addition to the Chairman and Vice Chairman.The

committee proposes that Mr Jukka Viinanen will be re-elected to continue as

Chairman, Mr Georg Ehrnrooth as Vice Chairman and the present members of the

Board Ms Maarit Aarni, Mr Christer Granskog, Ms Pirkko Juntti,  Mr Kalle J.

Korhonen and Ms Kiuru Schalin as members of the Board. Furthermore, it is

proposed that Mr Reino Hanhinen, the Chairman of the Board of Directors of YIT-

Yhtymä Oyj, will be elected as a new member of the Board.

 

The committee proposes that the monthly remunerations for Board members be EUR

4000 for the Chairman, EUR 2700 for the Vice Chairman and EUR 2200 for the

Members and the meeting fee including committee meetings be EUR 500.

 

 

8. Election of the Auditor

The Audit Committee of the Board has evaluated the performance and the

independence of the current auditor of the Company, Ernst & Young Oy, Authorized

Public Accounting Firm, for the previous term. The Audit Committee recommends the

re-election of Ernst & Young Oy, Authorized Public Accounting Firm.

 

 

9. Dividend

 

The Board of Directors proposes to the Annual General Meeting that a dividend of

EUR 1,40 per share would be paid for the year 2005. The dividend will be paid to

a shareholder who is inscribed as a shareholder in the Registry of shareholders

maintained by the Finnish Central Securities Depository Ltd on the matching day.

In accordance with the decision of the Board of Directors, the matching day for

the dividend payment will be 28 March 2006. The Board of Directors proposes to

the Annual General Meeting that the dividend will be paid on 4 April 2006.

 

 

Documents on view

 

Copies of the financial statements, the proposals by the Board and the

shareholders will be available for shareholders to view from Monday, 13 March

2006, at Rautaruukki's headquarters at Suolakivenkatu 1, 00810 Helsinki. The

Annual Report 2005 and the named documents are also available at Rautaruukki's

Internet pages www.ruukki.com. The copies of the documents will be sent to

shareholders upon request, and they are also available at the meeting.

 

 

Right to attend and vote at the meeting

 

In order to attend and have a right to vote at the meeting,

1) a shareholder must be registered in the Registry of Shareholders of

Rautaruukki, held by the Finnish Central Securities Depository Ltd, on Monday, 13

March 2006, at the latest; and;

2) a shareholder must give a prior notice to attend the meeting to Rautaruukki by

16.00 hours (Finnish time) on Monday, 20 March 2006.

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 Registry of Shareholders. The recording must be made effective on

Monday, 13 March 2006 at the latest.

 

 

Prior notice to attend

 

A prior notice to attend the meeting may be given either

- through Rautaruukki's Internet pages at www.ruukki.com;

- by e-mail: yhtiokokous@ruukki.com;

- by letter to Rautaruukki Corporation, the Registry of Shareholders, P.O. Box

138, FI-00811 Helsinki;

- by telefax to +358 (0)20 592 9104; or

- by telephone +358 (0)10 804 430 from Monday to Friday between 9.00 - 16.00

hours (Finnish time).

The notice should arrive before 16.00 hours (Finnish time) on Monday, 20 March

2006.

 

 

Delivery of proxies

 

Possible proxies for representing a shareholder at the meeting should arrive to

the Registry of Shareholders of the Company within the time period given above.

 

 

Instructions for shareholders attending the meeting

 

The reception for shareholders attending the meeting starts at 11.30 hours.

 

 

Helsinki, 8 February 2006

 

RAUTARUUKKI CORPORATION

Board of Directors

 

 

Rautaruukki Corporation

 

 

Taina Kyllönen

 

VP, Corporate Communications

 

 

Ruukki supplies metal-based components, systems and integrated systems to the
construction and mechanical engineering industries. The company has a wide
selection of metal products and services. Ruukki has operations in 23 countries
and employs 12,000 people. Net sales in 2005 totalled EUR 3.7 billion. The
company's share is quoted on the Helsinki Exchanges (Rautaruukki Corporation:
RTRKS).


DISTRIBUTION
Helsinki Exchanges
Principal Media
www.ruukki.com