The 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