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
| Source: Rautaruukki