Rautaruukki Oyj Stock Exchange Release 7 Feb 2007 at 11.30 RAUTARUUKKI CORPORATION: NOTICE OF ANNUAL GENERAL MEETING The shareholders of Rautaruukki Corporation are hereby invited to the Annual General Meeting to be held on Tuesday, 20 March 2007, at 15.00 hours. The meeting will be held in the Congress Wing of the Helsinki Fair Centre, Messuaukio 1, 00520 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 Section 20 of the Articles of Association and Chapter 5 Section 3 of the Companies Act 2. Proposal by the Board of Directors regarding the authorization of the Board to acquire Rautaruukki treasury shares The Board of Directors proposes that the Annual General Meeting authorizes the Board to resolve to acquire a maximum of 12 000 000 Rautaruukki series K shares by directed acquisition using the Company's unrestricted equity at the prevailing market price on the Helsinki Stock Exchange. The shares will be acquired for the purpose of use to develop the Company's capital structure, to finance and carry out potential corporate acquisitions or other arrangements, as part of the Company's or its subsidiaries' incentive schemes, or being held by the Company or otherwise disposed or cancelled. The authorization is valid for eighteen months from the decision of the Annual General Meeting. 3. Proposal by the Board of Directors regarding the authorization of the Board to dispose of Rautaruukki treasury shares The Board of Directors proposes that the Annual General Meeting authorizes the Board to resolve to dispose of a maximum of 13 785 381 Rautaruukki series K shares held by the Company. The shares may be disposed to the shareholders of the Company in proportion to their previous holding of the Company's shares or by means of a directed issue, if there is an important financial reason for the Company to do so, such as use of the shares towards the development of the Company's capital structure, to finance or carry out corporate acquisitions or other arrangements or their use as part of the Company's or its subsidiaries' incentive schemes. The authorization is valid until the end of the Annual General Meeting to be held in the year 2009. 4. Proposal by the shareholder Mr George Jauhiainen to abolish the Supervisory Board 5. Proposal by the Board of Directors for the amendment of the Articles of Association The Board of Directors proposes that the Company's current Articles of Association be fully amended due to Finland's new Companies Act. The amendments can be summarized as follows: 1. The Company's line of business will be specified to better reflect the Company's current activities, which now include the manufacturing of metal-based components, systems and integrated systems particularly to the construction and mechanical engineering industries. 2. The provisions on minimum and maximum value of the Company's share capital and the number of shares will be removed. 3. The division of the Company's shares into Series K and Series A shares will be discontinued and the Company will only have one type of share. This amendment will result in all shares having equal rights. The Company does not currently have any Series A shares in use. 4. The sections on the quorum of the Board of Directors and Supervisory Board, the procedure related to the minutes of their meetings, and their term of office will be removed. 5. It is the duty of the Supervisory Board to supervise the administration of the Company, which is the responsibility of the Board of Directors and President and CEO, and to give its statement to the Annual General Meeting of Shareholders on financial statement, annual report and audit report. 6. The duties of the Board of Directors and the President and CEO will be specified in accordance with the provisions of the new Companies Act regarding their general authority. 7. Section 21 on the obligation to redeem shares will be removed. 8. Furthermore, the Articles of Association will be amended due to the fact that certain provisions are also given in the new Companies Act, and certain changes will be made in wordings due to terminology used in the new act. 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. 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 Deputy Chairman. The Committee proposes that Mr Jukka Viinanen, Mr Christer Granskog, Ms Pirkko Juntti, Ms Maarit Aarni-Sirviö, Mr Kalle J. Korhonen and Mr Reino Hanhinen will continue in the Board for a further term of office lasting one year. Furthermore, it is proposed that Mr Jukka Härmälä, President and CEO of Stora Enso Corporation, and Ms Liisa Leino, Chairman of the Board of Leinovalu Oy, be elected as new members of the Board. The Nomination Committee further proposes that Mr Jukka Viinanen be re-elected to continue as Chairman of the Board and that Mr Reino Hanhinen be elected Deputy Chairman. The Committee proposes that the monthly remunerations for Board members be EUR 4 400 for the Chairman, EUR 3 000 for the Deputy Chairman and EUR 2 400 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 1.50 per share and an extra dividend of EUR 0.50 per share, making a total dividend of EUR 2.00 per share, be paid for the year 2006. 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 23 March 2007. The Board of Directors proposes to the Annual General Meeting that the dividend will be paid on 4 April 2007. Documents on view Copies of the financial statements, the proposals by the Board and the shareholders will be available for shareholders to view from Friday, 9 March 2007, at Rautaruukki's headquarters at Suolakivenkatu 1, 00810 Helsinki. The Annual Report 2006 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 Friday, 9 March 2007, 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 Thursday, 15 March 2007. 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 Friday, 9 March 2007 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 Thursday, 15 March 2007. 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 14.30 hours. Helsinki, 6 February 2007 RAUTARUUKKI CORPORATION Board of Directors APPENDIX: PROPOSAL FOR ARTICLES OF ASSOCIATION 1 § Company's trade name and domicile The Company's trade name is Rautaruukki Oyj, in Swedish Rautaruukki Abp, in English Rautaruukki Corporation. The Company's domicile is the City of Helsinki. 2 § Company's line of business The Company is engaged in the metals industry and other related business operations, the manufacturing of metal-based components, systems and integrated systems particularly to the construction and mechanical engineering industries, the manufacturing and sales of metals, metal products and value-added metal products and of products to replace or complement these. In addition, the Company may carry on forwarding, loading, clearance and shipping business as well as other activities related to the aforementioned operations. The Company may own or manage real estate and trade in securities. The Company may carry on business either directly or through subsidiaries, affiliated companies and joint enterprises. 3 § Restriction on voting rights At the General Meeting of Shareholders, the votes of an individual shareholder are restricted to eighty (80) per cent of the total number of votes carried by the shares represented at the meeting. When adding up the votes of a shareholder for the aforementioned purpose, the votes held by all the companies that belong to the same group with the shareholder, including any pension funds and benefit societies founded by them, are to be taken into account; similarly, when counting the votes of the State, those held by any of its authorities, agencies and other bodies, unincorporated state enterprises, and companies with majority State holding, shall be taken into account. The General Meeting of Shareholders may not decide on any change to the aforementioned restrictions to the exercise of voting rights unless shareholders representing no less than two thirds of the number of votes concerned and nine tenths of the total number of company shares have supported the decision. The Company's shares belong to a book-entry system referred to in the Act on the Book-Entry System (826/1991). 4 § Management of the Company The administrative bodies of the Company are the Board of Directors, the Supervisory Board and the President and CEO. In addition to a chairman and deputy chairman, the Board of Directors comprises two to six other members. In addition to a chairman and deputy chairman, the Supervisory Board comprises a minimum of three and maximum of ten other members, one of whom may be appointed by the Ministry of Trade and Industry at the General Meeting of Shareholders. Founder shareholders in the Company, excluding limited liability companies with a majority State holding, are each entitled to appoint and have elected their own representative to the Supervisory Board, as long as they own the shares they subscribed for when the Company was incorporated. Persons who have reached 68 years of age may not be elected to the Board of Directors or to the Supervisory Board. 5 § Duties of the Board of Directors It is the duty of the Board of Directors to see to the administration of the Company and the appropriate organisation of its operations as well as to ensure the appropriate arrangement for the control of the Company accounts and finances. The Board of Directors shall convene the General Meeting of Shareholders. 6 § Duties of the President and CEO The President and CEO shall see to the executive management of the Company in accordance with the advice and instructions issued by the Board of Directors. The President and CEO shall see that the accounts of the Company are in compliance with the law and that its financial affairs have been arranged in a reliable manner. 7 § Duties of the Supervisory Board It is the duty of the Supervisory Board to supervise the administration of the Company, which is on the responsibility of the Board of Directors and the President and CEO, and to give its statement to the Annual General Meeting of Shareholders on financial statement, annual report and audit report. 8 § Representation of the Company The chairman of the Board of Directors and the President and CEO are authorized to represent the Company alone. The Board of Directors may authorize named persons to sign for the Company per procuration, always two jointly. 9 § Accounting period The accounting period of the Company is a calendar year. 10 § Auditor The Company shall have one auditor, which is to be a firm of public accountants authorized by the Central Chamber of Commerce in Finland. The auditors' term of office shall end at the conclusion of the first Annual General Meeting of Shareholders following their election. 11 § Notice of Meeting The Board of Directors shall convene the General Meeting of Shareholders by announcement in one or several daily newspapers with wide circulation, no earlier than two (2) months and no later than seventeen (17) days before the Meeting. For admittance to the General Meeting, a Shareholder shall have given notice of his attendance to the Company no later than the date stated in the notice convening the Meeting, which must not be earlier than ten (10) days before the Meeting. Since the shares of the Company have become part of the Book Entry System of Securities, the statements of the Companies Act concerning the right to participate in such a Company's General Meeting must also be taken into consideration. 12 § Annual General Meeting of Shareholders The Annual General Meeting of Shareholders, which shall be held before the end of June in Helsinki or in Espoo, shall present: 1. the financial statement, including consolidated financial statement, and the annual report; 2. the audit report and the statement by the Supervisory Board; shall decide upon: 3. the adoption of the financial statement and consolidated financial statement; 4. the use of profit shown by the balance sheet; 5. the release of the Board of Directors, Supervisory Board and President and CEO from liability; 6. the fees of the members of the Board of Directors, Supervisory Board and the Auditor, 7. the number of members of the Board of Directors, 8. the number of members of the Supervisory Board, and shall elect: 9. the chairman, deputy chairman and other members of the Board of Directors; 10. the chairman, deputy chairman and other members of the Supervisory Board; 11. the Auditor; and shall handle: 12. other matters stated in the notice convening the Meeting. Further information: Tiina Bäckman, Corporate General Counsel, Tel. +358 20 592 9068 Rautaruukki Corporation Taina Kyllönen VP, Corporate Communications Rautaruukki 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. Rautaruukki has operations in 23 countries and employs 13,000 people. Net sales in 2006 totalled EUR 3.7 billion. The company's share is quoted on the Helsinki Exchanges (Rautaruukki Oyj: RTRKS). The Corporation has used the marketing name Ruukki since 2004. www.ruukki.com DISTRIBUTION Helsinki Exchanges Principal Media www.ruukki.com
RAUTARUUKKI CORPORATION: NOTICE OF ANNUAL GENERAL MEETING
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