Rautaruukki Corporation Stock exchange release 15 February 2013 at 10.00am EET
Notice is given to the shareholders of Rautaruukki Corporation that the Annual General Meeting this year will be held on Thursday 21 March 2013 at 12 noon in the Congress Wing of the Helsinki Exhibition and Convention Centre, Messuaukio 1, 00520 Helsinki, Finland. The reception of persons who have registered to attend the meeting and the distribution of voting slips will commence at 11am. Coffee will be served after the meeting.
A. ITEMS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
The Annual General Meeting will transact the following business:
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the Auditor`s report for 2012
7. Adoption of the parent company and consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes on the basis of the adopted balance sheet for 2012 the payment of a dividend of €0.20 per share. The dividend will be paid to shareholders entered as shareholder, at the dividend payment record date 26 March 2013, in the company`s shareholder register maintained by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 4 April 2013.
9. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination Board proposes that the Chairman of the Board of Directors receives an annual fee of €72,000, the Deputy Chairman €44,000 and members €34,000 together with an attendance fee of €600 including Board of Directors` committee meetings. The Nomination Board proposes that 40 per cent of the annual fee be paid in the form of Rautaruukki Oyj shares purchased on the market. The shares will be purchased within two weeks of the publication of the company`s interim report for the first quarter of 2013. The Nomination Board considers that increasing the long-term shareholding of Board members will benefit all shareholders.
11. Resolution on the number of members of the Board of Directors
The Nomination Board proposes that the number of members of the Board of Directors remains unchanged at seven.
12. Election of members of the Board of Directors
The Nomination Board proposes that the current members of the Board of Directors Kim Gran, Liisa Leino, Matti Lievonen, Saila Miettinen-Lähde and Jaana Tuominen be re-elected for a further term of office lasting one year from the 2013 Annual General Meeting until the close of the 2014 Annual General Meeting. The Nomination Board proposes the election of Executive Advisor Timo U. Korhonen and CEO Matti Kähkönen as new members of the Board of Directors. Furthermore, the Nomination Board proposes that Kim Gran be re-elected as Chairman of the Board of Directors and that Matti Lievonen be elected as Deputy Chairman. Of the current members of the Board of Directors, Pertti Korhonen and Hannu Ryöppönen are not available for re-election because of other obligations.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor be paid a fee based on invoice approved by the company.
14. Election of auditor
Based on the recommendation of the Audit Committee, the Board of Directors proposes that the audit firm KPMG Oy Ab be re-elected as the company`s auditor.
15. Authorising the Board of Directors to decide on the acquisition of the company`s own shares
The Board of Directors proposes that the Annual General Meeting grants the Board the authority to acquire a maximum of 12,000,000 of the company`s own shares, using the company`s unrestricted equity, at fair value at the date of acquisition, which shall be the prevailing market price in public trading on NASDAQ OMX Helsinki Ltd. The shares can be acquired in a proportion not pro rata to shareholders` holdings (directed acquisition). The proposed authority supersedes the authority to acquire 12,000,000 shares granted by the Annual General Meeting of 14 March 2012 and which now expires. It is proposed that the authority be valid until the following Annual General Meeting.
16. Authorising the Board of Directors to decide on a share issue
The Board of Directors proposes that the Annual General Meeting grants the Board the authority to decide on a share issue that includes the right to issue new shares and/or to transfer treasury shares held by the company. It is proposed that the authority apply to a maximum of 14,000,000 shares in total. The Board of Directors shall have the right to decide who the shares are issued to i.e., in disapplication of the pre-emption rights of existing shareholders, by means of a directed issue if there is a weighty financial reason for doing so under the Limited Liability Companies Act - Finland. The authority shall also include the right to decide on a bonus issue if there is an especially weighty financial reason to do so from the company`s point of view and taking into account the interests of all shareholders. It is proposed that the authority be valid for one (1) year following the date of decision of the Annual General Meeting.
17. Establishing a Nomination Board
The Board of Directors proposes that a Nomination Board be established to prepare proposals for the General Meeting regarding the composition of the Board of Directors and directors` fees. The Board of Directors proposes that the decisions concerning the establishment of the Nomination Board and its duties are valid indefinitely until the Annual General Meeting decides otherwise. The Nomination Board is to comprise of the three largest shareholders or a representative from each of the three largest shareholders and the Chairman of the Board of Directors, who is elected to the Nomination Board as an expert member. The right to elect members to the Nomination Board to represent shareholders is vested in the three shareholders who are registered on the first working day of September preceding the Annual General Meeting on the company`s shareholder register maintained by Euroclear Finland Ltd or elsewhere and who, according to this register, have the largest share of the votes conveyed by all the company`s shares. The Chairman of the Board of Directors convenes the Nomination Board, which elects a chairman from among its members. Members of the Nomination Board receive no membership fee, but their travel expenses are met in accordance with the company`s travel policy. Where necessary, the Nomination Board may employ outside experts in accordance with costs approved by the company.
18. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for the decisions on the items on the agenda of the General Meeting as well as this Notice are available on Rautaruukki Corporation`s website at www.ruukki.com. The annual accounts, the report of the Board of Directors and the auditor`s report of Rautaruukki Corporation, are available on the above-mentioned website no later than 28 February 2013. Company will not publish a printed annual report. The proposals for decisions and the other documents referred to above are also available at the meeting. The minutes of the meeting will be available on the above website as of 4 April 2013.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders` register
Each shareholder who is registered on Monday 11 March 2013 in the shareholders` register of the company held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders` register of the company.
A shareholder, who is registered in the shareholders` register of the company and who wishes to participate in the Annual General Meeting, must register his/her intent to do so by no later than 4pm (EET) on Monday 18 March 2013. Such notice can be given:
In connection with registration, a shareholder must notify his/her name, personal identification number, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Rautaruukki Corporation is only used in connection with the Annual General Meeting and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on Monday 11 March 2013, would be entitled to be registered in the shareholders` register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered in the temporary shareholders` register held by Euroclear Finland Ltd, at the latest by 10am (EET) on 18 March 2013. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders` register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, in the temporary shareholders` register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company`s website http://www.ruukki.com/AGM-2013.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Proxy document, in original form, should be sent to Rautaruukki Corporation, Annual General Meeting, PO Box 138, FI-00811 Helsinki before the registration deadline.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act - Finland, a shareholder who is present at the Annual General Meeting has the right to request information relating to the business to be transacted at the Meeting.
At the date of this Notice of the Annual General Meeting, 14 February 2013, there are a total of 140,285,425 Rautaruukki Oyj shares which represent the same number of votes.
Helsinki, 14 February 2013
Board of Directors
SVP, Marketing and Communications
Ruukki specialises in steel and steel construction. We provide customers with energy-efficient steel solutions for better living, working and moving. We have around 9,000 employees and an extensive distribution and dealer network across some 30 countries including the Nordic countries, Russia and elsewhere in Europe and the emerging markets, such as India, China and South America. Net sales in 2012 totalled €2.8 billion. The company`s share is quoted on NASDAQ OMX Helsinki (Rautaruukki Oyj: RTRKS). www.ruukki.com
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