This Financial Statements Review has been compiled according to the International Financial Reporting Standards. The presented information is unaudited. SUMMARY Ruukki Group financial year 2006 Group revenue totalled EUR 125.5 million (1-12/2005: EUR 91.9 m). Comparable pro forma revenue increased approximately 12 % compared to the previous year. Group revenue was split by the major reporting segments as follows: house building 43 % (49 %), wood processing 43 % (36 %), care services 8 % (6 %). Of the total revenue exports accounted for roughly 32 % (20 %). Earnings before interest and taxes (EBIT) for fiscal year 2006 was EUR 13.0 million (EUR 9.3 m), corresponding to 10.4 % (10.2 %) of revenue. Comparable EBIT totalled EUR 9.8 million. Net income for the full year 2006 was EUR 8.4 million (EUR 5.5 m), i.e. 6.7 % (6.0 %) of revenue. Group's financial position and balance sheet structure developed favourably due to positive operating cash flow and the EUR 21 million share issue finalised during first half of 2006. During the reporting period multiple acquisitions and divestments were carried out and old earn-out liabilities were settled. Based on current group business operations, and taking into account Incap Furniture consolidation, group revenue in 2007 is expected to be close to EUR 200 million. Moreover, the EBIT in euros is estimated to be above the EBIT in 2006 when taking into account the fiscal year 2007 costs related to Kostroma projects. Ruukki Group is investigating into and preparing for the sawmilling and pulp mill (BCTMP) investments in Kostroma region in Russia based on the signed investment agreements thereon. As compared to Ruukki Group size the planned investment projects are notably large-scale, and if finalised will in future change remarkably group structure and total risk position. Referring to the finalised transactions, Ruukki Group board has decided to change segment reporting from 1.1.2007 onwards so that the reporting segments will be the following: house building, sawmilling business, furniture business and care services. Ruukki Group Plc board has decided to propose to the annual general meeting a payment of three (3) cents (EUR 0.03) dividend per share. The board has decided to convene the annual general meeting on Friday 20 April 2007 at 10:00 am. The meeting will be held in Espoo. KEY FIGURES, TOTAL GROUP (€ million) 1-12/2006 1-12/2005 12 months 12 months Revenue 125.5 91.9 change % 36% 28% Operating profit (EBIT) 13.0 9.3 % of revenue 10.4% 10.2% Net profit 12.2 8.5 % of revenue 9.7% 9.2% Net profit 8.4 5.5 % revenue 6.7% 6.0% Total assets 116.1 89.1 Cash flow from operating activities 7.1 9.2 Return on equity, % p.a. 19.1% 31.1% Return on capital employed, % p.a. 17.7% 24.9% Net debt/assets ratio, % -18.7% 8.5% Gearing, % 60.1% 32.9% Gross capital expenditure in non-current assets 14.3 5.4 % of revenue 11.3% 5.9% Order book 50.1 36.2 Personnel, end of period 452 418 Average number of personnel 570 392 Personnel expenses, € million 18.4 13.3 Earnings per share, € 0.07 0.07 Earnings per share, € diluted 0.06 0.05 Equity per share € 0.46 0.26 Average number of share: undiluted 118,051,656 83,188,348 diluted 135,995,805 106,467,886 There were no Ruukki Group shares held by Ruukki Group Plc or any of its subsidiaries as of 31 December 2006 and as of 31 December 2005. At the end of 2006 the registered number of shares outstanding was 135,963,737. The maximum dilution effect by Ruukki Group option program I/2006 was 2,700,000 shares and by the 2004 subordinated convertible bond 3,672,000 shares. KEY EVENTS DURING THE FINANCIAL YEAR General In the 2006 financial year, Ruukki Group focused on developing and expanding its areas of operation through organic growth and business acquisitions. In addition, the Group made significant structural changes in its Furniture unit and, at the end of 2006, signed two investment agreements concerning the Kostroma region in Russia - to involve construction of a sawmill and a CTMP pulp mill in Russia over the next few years. These arrangements will enhance the significance of the Wood Processing division of the Group considerably. A share issue carried out during the financial year under review generated shareholders' equity of some EUR 21 million for parent company Ruukki Group Plc. Transactions during 2006 In January 2006, Ruukki Group Plc sold 9.9% of the shares of its subsidiary Pohjolan Design-Talo Ltd to Kimmo Kurkela, managing director of the subsidiary. After this transaction Ruukki Group has owned 90.1% of Pohjolan Design-Talo. In January 2006, two thirds of the convertible bond notes issued in 2003 by Ruukki Group Plc subsidiary Alumni Ltd, which is the Group's parent company in the metal industry, were converted into Alumni Ltd's new shares. As a result of this conversion, Ruukki Group Plc's holdings in Alumni Ltd decreased in January 2006 to roughly 69% from the previous 100%. In February 2006, Ruukki Group Plc was involved in major reorganisation in the Finnish furniture industry. This reorganisation entailed Ruukki Group Plc acquiring approximately 39.1% of the shares of Incap Furniture Ltd, Finland's biggest contract manufacturer of furniture. The business reorganisation was implemented in full in May 2006. In this connection, Hirviset Group Ltd sold all of the share capital of subsidiary Hirviset Ltd to Incap Furniture Ltd in a share swap. In conjunction with this, Ruukki Group Plc exercised the option included in the agreement signed in 2004 regarding Hirviset Group Ltd shares and in May bought 50.0% of Hirviset Group Ltd's shares from Vettenmaa Ltd for a cash consideration of EUR 3.0 million. As a result of these arrangements, Ruukki Group Plc and Hirviset Group Ltd together own a total of some 47% of Incap Furniture Ltd's shares. On the basis of the potential voting rights associated with the options related to Incap Furniture shares, Incap Furniture was consolidated into Ruukki Group for 1 May to 30 September 2006 as a Group company, as opposed to being treated as an associated company as previously. In October 2006, the Board of Directors of Ruukki Group Plc decided to waive its call option for Incap Furniture Ltd shares. Consequently, Incap Furniture was not consolidated as a Group company from 1 October 2006 onwards but instead was consolidated as an associated company using the equity method. In March 2006, Ruukki Group Plc acquired a 27.6% holding in Container- Depot Ltd, a company conducting depot and container terminal business in Finland and in Russia. The transaction was finalised through a directed share issue by Container-Depot for EUR 3.5 million cash settlement. In September, Ruukki Group Plc disposed of all Container- Depot Ltd shares that it held. With a sale price of approximately EUR 8.2 million, the company recorded a significant EUR 4.6 million sales gain. The sale price will be paid in cash in several installments during 2006 and 2007 such that payment is made in full by the end of September 2007. The Ruukki Group Plc subsidiary engaged in Internet business sold its operations to a non-Group buyer in June. Ruukki Group Plc disposed of its holdings in the associated company Logium Ltd in June. Meanwhile, holdings in associated company Oplax Ltd were increased to about 32% in autumn 2006 through a share purchase. In August, the Care Services business division signed an agreement to acquire all of the share capital of Terveyspalvelut Mendis Ltd, which significantly strengthened the social services operations. Cash consideration of EUR 2.0 million was paid for the acquisition. In addition, the transaction involves an additional earn-out structure, which depends on the financial performance of Terveyspalvelut Mendis Ltd over the next three years and which have been booked based on estimates. Terveyspalvelut Mendis Ltd has approximately 150 customer seats for mental health services, care for the elderly, and other social services, in 11 units situated in Ostrobothnia area and in Central Finland. In the final quarter of 2006, Ruukki Group concluded an agreement to acquire Tervolan Saha ja Höyläämö Ltd (TSH) and the Kittilä-based VK Timber Ltd (VKT) into the Group's sawmill division. Under the agreement, approximately 91.4% of TSH's share capital was transferred to Ruukki Group, which effectively made VKT a fully owned subsidiary of TSH. The remainder of the TSH share capital continued to be held by Kalervo and Hannu Vuokila, who will continue to manage TSH. Both TSH and VKT were consolidated into Ruukki Group at the beginning of October 2006. This acquisition will further strengthen Ruukki Group's active sawmill business development in northern Finland. In December 2006, the House Building division acquired the share capital of Nivaelement, a contract manufacturer of prefabricated elements, in full. Other major events during 2006 A decision was made at Ruukki Group Plc's extraordinary shareholders' meeting on 9 March 2006 to organise a share issue. This share issue was carried out as a rights issue under an auction mechanism, with a 29-31 March 2006 subscription period. The share issue, involving a maximum of 30,000,000 shares, was oversubscribed more than two times. In accordance with the terms and conditions of the issue, the company offered a maximum of 30,000,000 shares for subscription in April, for which the Board confirmed a subscription price of EUR 0.72 per share. The issue generated a net cash inflow of approximately EUR 21.2 million, excluding the direct costs involved in organising the issue. In October company issued 564,857 new shares through a free directed issue for the sellers of Pan-Oston Ltd and Lappipaneli Ltd to settle old acquisitions' earn-out liabilities. On 18 April 2006, Ruukki Group Plc submitted a petition to the Market Court in which Ruukki Group requested that the market court deny Rautaruukki Plc the use of the name 'Ruukki' under penalty of a one- million-euro fine. Rautaruukki's new 'marketing name' (as Rautaruukki Plc puts it) often is confused with the business name of Ruukki Group and the shortened version 'Ruukki' commonly used in everyday language. On 16 November 2006, the District Court of Helsinki issued its decision in the case against Rautaruukki Plc regarding use of the 'Ruukki' name. The District Court dismissed Ruukki Group Plc's claim. Ruukki Group Plc has taken the matter to the Court of Appeal. The matter still is pending with the Market Court on different grounds. The Market Court is expected to issue its ruling sometime in 2007. In December 2006, OOO Ruukki Kostroma, Ruukki Group's Russian subsidiary established at the end of the 2006 financial year, agreed with the Kostroma Oblast of the Russian Federation on utilisation of forest resources in the Kostroma region. According to the agreements, Ruukki Kostroma will be entitled to annual harvests of between 2.5 and 3.1 million cubic metres during the 49-year lease period. In the first stage, Ruukki Kostroma will invest in a sawmill that uses pine and spruce, and in making processed timber products at the sawmill. The annual production capacity of the sawmill is around 300,000 m3. The sawmill currently is expected to commence production in 2008. In the second stage, Ruukki Kostroma will invest in a CTMP (chemi-thermo- mechanical pulp) mill with an annual capacity in the region of 300,000- 500,000 tons. The pulp mill is expected to begin production in 2009- 2010. The sawn goods and pulp products will be sold primarily to international markets. Total capital expenditure is expected to be no more than EUR 500 million over four to five years. Negotiations with international financers and ownership partners have been launched. The details of the agreements concerning the forest resources' utilisation and the related investments will be specified in the first half of 2007. These two agreements have been registered into the Kostroma Oblast investment register in February 2007. The company's webpage www.ruukkigroup.fi has a separate summary of all stock exchange releases and announcements published during the fiscal year 2006. EVENTS AFTER THE BALANCE SHEET DATE Ruukki Group's Care Services business division announced that it would open four new units in the first quarter of 2007, resulting in 80 new customer places in total. This will increase the relative weight of elderly care services in the service offering. Mikeva companies have been successful in competitive public-sector bidding for contracted services. The effect of the new care units on the business division's annual revenue is about EUR 1.5 million. In February 2007, Ruukki Group Plc announced that it had agreed to an arrangement whereby Ruukki Group will, through a directed issue, increase its ownership of Incap Furniture from 47.1% to 70.3%. This ownership increase has been finalised at the end of February 2007. The related refinancing package from owners and financial institutions will strengthen Incap Furniture Ltd's financial position by roughly EUR 3 million in total. If all stock options issued by Incap Furniture were exercised, Ruukki Group ownership dilutes to approximately 65%. The arrangement tied up a total of some EUR 0.9 million of Ruukki Group's cash funds. This arrangement is an extension of Ruukki Group's strategy to grow and invest in wood-based product areas and in Russia. Ruukki Group intends to develop its raw material purchase processes, and possibly start furniture component production in Russia. Meanwhile, Incap Furniture has signed a letter of intent to launch glued board production in Impilahti in Russia in collaboration with Stora Enso Timber. Ruukki Group will include Incap Furniture in its consolidated balance sheet, from March 2007 onward, which will result in an estimated increase of some EUR 60-70 million in consolidated revenue for Ruukki Group in the 2007 financial year. A positive impact on operating profit is expected by 2008. Ruukki Group's relative profitability (EBIT margin) is expected to drop due to the Incap Furniture consolidation. Ruukki Group's consolidated balance sheet will be affected to a considerable extent. Both tangible fixed assets and interest-bearing debt, short-term and long-term, will be clearly increased. DEVELOPMENT BY BUSINESS AREA HOUSE BUILDING Numbers of deliveries of prefabricated houses to customers has developed as follows: 1-12/2006 1-12/2005 458 412 Q4/2006 Q3/2006 Q2/2006 Q1/2006 141 99 91 127 Q4/2005 Q3/2005 Q2/2005 Q1/2005 137 91 83 101 The House Building division specialises in the design and manufacture of prefabricated houses in Finland. Pohjolan Design-Talo Ltd and its fully owned subsidiary Nivaelement Ltd constitute the division of the Group that operates in this field. Customers include Finnish individuals and families. House Building segment's revenue and operating profit (EBIT): 12 months 1-12/2006 1-12/2005 Change, % Revenue, EUR million 53.7 45.4 18% Operating profit, EUR million 13.4 10.6 26% Operating margin 24.9% 23,3% 3 months Q4/2006 Q4/2005 Change, % Revenue, EUR million 16.0 14.4 11% Operating profit, EUR million 4.1 3.6 13% Operating margin 25.4% 25.0% The revenue from prefabricated houses is recognised when the house is delivered to the customer, which means that unfinished projects do not affect the Group's revenue or profit for the review period. This division of the Group has seen considerable growth in the past few years, partly as a result of the general growth in housing markets and partly because the company's products enjoy a better than average market position. The proportion of prefabricated houses has increased relative to other types of single-house building methods. The order book, exclusive of value added tax, at the end of the year stood at approximately EUR 36 million. There are no significant risks associated with the orders. The division employed 101 people at year end, as well as a considerable number of workers from outside service providers, employed under contract agreements. In the second quarter of 2006, the company switched to shell-element- based house production. With shell-element-based production, more production stages take place in the production facility rather than at the construction site. Shell elements combine the benefits of large prefabricated panes and pre-cut structures. The new construction method allows houses to be made weatherproof quickly by means of a joint-free construction method. The benefits of shell elements as compared with traditional building include efficiency and the opportunity to produce uniform quality without increasing the consumer price. WOOD PROCESSING In the 2006 financial year and the comparison year 2005, the Wood Processing division covered softwood sawmill business and furniture business. Due to the various ownership arrangements carried out in the furniture industry in 2006, the division has changed radically. Since Ruukki Group had only a minority interest in the furniture business operations at the end of 2006, they are not considered to be a part of the same group as the sawmill business from a legal standpoint. From 2007 onwards sawmilling business and furniture business will be reported as separate segments. Sawmill business The sawmill unit specialises in the efficient processing of softwood log products, and in the production of wooden components. The unit consists of the Kuusamo-based Lappipaneli sawmill group and the Tervolan Saha ja Höyläämö sawmill group operating in Tervola and Kittilä. The two groups specialise in the efficient utilisation of Nordic pinewood and spruce. The key customer group includes companies serving the international construction business - for instance, the Japanese building beam markets - and house building factories in Finland. Favourable export demand continued in the sawmill business. Also, softwood sales prices have increased. The profitability of the sawmill operations improved in 2006. At the end of 2006, there was a fire at Lappipaneli facilities which, as combined with extraordinarily mild winter, caused some difficulties in last quarter production. Approximately 56% of the sawmill revenues in the review period were generated in the export markets, where the company has gained a good position. Business area's order book, excluding VAT, stood at approximately EUR 13.2 million at the end of the year. The sawmill unit employed a total of 72 people at the end of the financial year. Furniture business Ruukki Group is involved in the furniture business through its associated company Incap Furniture Ltd. The furniture operations continued to make a loss, and liquidity was tight throughout the financial year. At the end of fiscal year 2006, Ruukki Group's ownership in Incap Furniture was 47.1%. During 2006, the following units have been included as group companies: - Hirviset Group Ltd during 1-12/2006 (based on potential voting rights on 1-4/2006) - Hirviset Ltd and Ruukki Furniture Ltd during 1-9/2006 (both companies belonging to Incap Furniture group from 05/2006 onwards) - Incap Furniture Ltd, Incap Furniture Inc ja Koy Jokilaaksojen Kiinteistöt during 5-9/2006 (and based on potential voting rights for all of the period 5-9/2006) Rationalisation measures in the furniture business continue. The majority of the division's furniture production is exported. Operations involve a significant customer concentration risk. Opportunities for raw material procurement and manufacturing in Russia are being explored with the objective of ensuring the long-term profitability of operations. The balance sheet items and off-balance liabilities associated with the furniture business amounted to about EUR 2.2 million on 31 December 2006. During fiscal year 2007 furniture business will become a part of the group, and therefore will be consolidated into the group financials starting as of March 2007. New business in Kostroma, Russia Russian group companies (OOO Ruukki Kostroma and OOO Sever-Trust), established on latter half of 2006, have had very modest operations in 2006, but in December they signed significant investment agreements, which, when fulfilled, should result in major investments and business in Russia in the coming years. Ruukki Group Plc has recognised expenses in the amount of approximately EUR 0.5 million in 2006 associated with study, research, and analysis of the new Russian business operations. Wood Processing segment's revenue and operating profit (EBIT): 1-12/2006: 12 months Revenue, Operating profit Operating EUR million EUR million margin Sawmill business* 27.8 1.4 5.0% Furniture business** 25.7 -5.3 -20.8% Business area total 53.5 -3.9 -7.4% 1-12/2005: 12 months Revenue, Operating profit Operating EUR million EUR million margin Sawmill business* 20.2 0.6 2.9% Furniture business 13.0 -1.4 -10.6% Business area total 33.2 -0.8 -2.4% Q4/2006: 3 months Revenue, Operating profit Operating EUR million EUR million margin Sawmill business 9.7 0.4 4.2% Furniture business** 0.0 -1.2 Business area total 9.7 -0.8 -8.4% Q4/2005: 3 months Revenue Operating profit Operating EUR million EUR million margin Sawmill business* 5.0 0.5 9.1% Furniture business 3.5 -0,6 -17.1% Business area total 8.5 -0.1 -1.5% *sawmilling segment retroactively includes Neopolar Ltd's, an associated company of sawmilling business group; net profit share corresponding to Ruukki Group ownership percentage, which has had less than EUR 0.1 million effect on 2005 and 2006 sawmilling business group EBIT **during 1.2. - 30.4.2006 (only Incap Furniture Ltd) as well as during 1.10 - 31.12.2006 (Incap Furniture Ltd + Hirviset Ltd + Ruukki Furniture Ltd) furniture business segment companies have been classified as associated companies thereby not affecting group and segment revenue but having effect on ENIT based on ownership share of those companies' net income. This has deteriorated wood processing segment (and furniture subsegment) EBIT by approximately EUR 1.7 million for the full year 2006 and by EUR 1.2 million for the last quarter (Q4) of 2006. CARE SERVICES The Care Services part of the Group provides high-quality care and rehabilitation services for municipalities, cities, communities, and businesses, and to some extent directly to private persons. The division offers services applying the best approved methods, solid experience, and proven service production processes, and it supports their development. Care Services segment's revenue and operating profit (EBIT): 12 months 1-12/2006 1-12/2005 Change, % Revenue, EUR million 9.8 5.4 84% Operating profit, EUR million 0.6 0.3 76% Operating margin 6.2% 6.5% 3 months Q4/2006 Q4/2005 Change, % Revenue, EUR million 3.3 1.7 91% Operating profit, EUR million -0.1 0.0 -1266% Operating margin -3.7% 0.6% The Care Services business remained stable in 2006, and the division recorded higher than average costs in the final quarter, which could be attributed to the personnel costs and other initial costs associated with the opening of the new care units in early 2007. In the third quarter, all of the share capital of the Seinäjoki-based Terveyspalvelut Mendis Ltd was acquired, which will have a strong impact on the division's future volumes. At year end, the division employed 229 people. Its operations include the sub-group's parent company Mikeva Ltd and its subsidiaries Jussin Kodit Ltd, Mikeva Vanhuspalvelut Ltd, Terveyspalvelut Mikeva Ltd, Mikon Kuntoutuskodit Ltd, and Terveyspalvelut Mendis Ltd along with its subsidiary Mendis Palvelukodit Ltd as the new units acquired in 2006. The sub-group's structure will be simplified in 2007 by merging some of the companies in the sub-group into the parent company. The division runs service units in 17 locations, with a total customer base of 420 at the end of the year. Comparable revenue growth in the Care Services division was approximately 23% after elimination of the effect of Mikon Kuntoutuskodit Ltd (acquired in September 2005) and Terveyspalvelut Mendis Ltd (acquired in August 2006). The corresponding comparable increase in operating profit was about 24%. METAL INDUSTRY Metal Industry segment's revenue and operating profit (EBIT): 12 months 1-12/2006 1-12/2005 Change, % Revenue, EUR million 8.2 7.4 10% Operating profit, EUR million 0.3 0.2 20% Operating margin 3.6% 3.3% 3 months Q4/2006 Q4/2005 Change, % Revenue, EUR million 2.5 1.6 60% Operating profit, EUR million 0.1 -0.0 Operating margin 4.3% -2.6% For 2006, exports accounted for 55% of the Metal Industry segment's revenue. No significant changes took place in this business area in the year under review. The relative importance of export markets remains significant. At the end of the year, the division employed 45 people and comprised Alumni Ltd, Pan-Oston Ltd, and Selka-line Ltd. ASSOCIATED COMPANIES Ruukki Group Plc has, directly as well as through its subsidiaries, minority interests in several Finnish companies. These companies have been consolidated in the Group's financial statements using the equity method. Profit from associated companies for the 2006 financial year, excluding wood processing segment's associated companies produced EUR 0.7 million positive effect on Ruukki Group EBIT. The associated companies within the wood processing segment generated a net negative effect of some EUR 1.7 million on 2006 EBIT, which is shown in the segment EBIT as well. During 2006 a write-down of some 0.3 million was booked related to associated companies shares and debt instruments. Ruukki Group Plc has recognised in its consolidated operating profit for 2006 a significant gain of approximately EUR 4.6 million from the disposal of Container-Depot Ltd Ltd's shares in September. The share disposal generated approximately EUR 6.8 million of secured receivables in the consolidated balance sheet. In October, Ruukki Group announced that it had increased its interest in Oplax Ltd to 31.95% (previously 24.53%). In summer 2006, Ruukki Group sold all of its shares in Logium Ltd. OUTLOOK FOR THE FUTURE Ruukki Group operates as an entrepreneurial development company in several different sectors. Because the nature of a development company involves notable restructuring, forecasting the Group's future operations and development is exceptionally difficult. Ruukki Group has focused its holdings and business on three to five sectors, and its primary interest is to pursue active and sustained business development in these sectors. As a rule, any operations outside these key areas of activity are divested. In addition, opportunities for further investments in the existing areas of business and potentially for expansion into new sectors or markets are being explored actively. If the new projects in the pipeline in Russia are realised, they will alter the Group's structure and affect the business risks and opportunities considerably. A more detailed analysis of the expected developments in each of the Group's areas of operation is provided below. House Building - The sector typically is cyclical and has grown substantially in recent years. - Growth across the whole sector is expected to continue in the coming years, especially in the prefabricated house production business, in which a Group company holds a strong market position. - Consolidation may take place in the sector, and changes in the competitive environment are likely - particularly in prefabricated housing production. - The situation in municipal planning and land availability, and possible changes therein, coupled with the market interest rate development, will have a significant impact on the sector's growth potential. - In recent years, we have seen a dramatic increase in the cost of raw materials and supplies needed for production, as well as in labour costs; no changes are expected in the short term that could affect the development of short-term profitability. Sawmilling Business - The sawmill business typically is cyclic in nature, and cyclical fluctuation will have a major impact on the development of the division. - The price of standing timber is expected to stabilise, but it is likely that the proportion of raw material imported from Russia to Finland will shrink, which might have considerable impact on future availability and price of raw materials. - Market price development is expected to continue to be positive and demand in export markets good. - The volume and geographic distribution of the production capacity in the sector is likely to change, and the focus in new investments probably will be on the areas neighbouring Finland. - Various consolidation and reorganisation solutions may be implemented in the division. Furniture Business - the business environment in 2007 will remain very challenging especially due to increased raw material prices - done restructuring measures are expected to have a major effect on 2007 operations, but despite that the profitability is estimated to be mediocre in 2007 Care Services - The Care Services division is expected to grow both organically and through acquisitions. - Public-sector bidding competitions and outsourcing of services to private companies provide good growth opportunities in this business area, particularly where care for the elderly and mental health care services are concerned; furthermore, demographic trends are going to increase the demand for care for the elderly in the near future. RISKS RELATED TO OPERATIONS Ruukki Group acts as a development company in a number of sectors, which may differ considerably in their type of business, risk- intensity, capital- and labour-intensity, geographic location, cost and balance sheet structure, the proportion of international trading, and a number of other factors. In addition, a development company involves notable development and restructuring as part of its nature, which affects the way the Group's business and other risks are analysed. STRATEGIC RISKS Competitive situation and position in the production chain It is likely that competition will tighten in the company's key business sectors, and direct foreign competition and subcontracting will play an increasingly important role. However, competition will not necessarily affect the profitability of Group companies. The Group strives to apply new solutions in its production operations that will guarantee sustained competitive strength as well as sufficient capacity and quality. To address these issues, the House Building division has decided to switch to shell-element-based production. The House Building division deals directly with the customers, which means that it has a responsibility toward the end clients for a package delivery, while in the production process subcontractors have a significant part to play as they increase the division's flexibility and its ability to respond to key market changes. The Wood Processing division is involved in the relatively early stages of the processing chain and delivers part of its production output to other processing plants or the wholesale industry, which may affect its ability to react to major structural changes affecting the sector. Geographic and political risks and customer concentration The Group previously operated mainly in Finnish markets, where the Group companies' production facilities, personnel, and customers all are located. However, in the past few years, export has become increasingly important for the metal industry and for Lappipaneli Ltd in the Wood Processing business, which is why the Group is now somewhat more decentralised geographically but also has assumed a higher risk when it comes to disappointing development of individual market areas or undesirable changes in their currencies. The decision made at the end of the 2006 financial year to develop the business in Russia actively increase the Group's political risks. Generally speaking, the Wood Processing operations have an extensive client base, but the relative import of Japanese export markets and the House Building business in Finland is high even if individual customers are not very significant. An individual customer may, however, entail a significant risk in the furniture business, in which the Group operates through an associated company. The Care Services division is subject to licence, and the key customer group consists of Finnish municipalities. If for social or regional policy reasons structural changes were made to the system of outsourcing social services to the private sector, a major impact could be seen in terms of future business opportunities in the care services sector. Risks associated with business reorganisation A significant proportion of the Group's operations consists of business reorganisations, which is why the implementation, timing, and pricing of acquisitions and divestments, as well as integration of these activities at Group level, have a key impact on both short- and long-term performance. The estimated synergy benefits related to business reorganisation might be realised in different time frame and in different magnitude than originally planned. Moreover, these operations essentially involve various financing arrangements that typically include covenants that may affect the chances of securing further financing, or the terms and conditions of such financing. The launch of the planned new business in Russia involves significant exercising of financing and investment solutions, involving risks that, especially in the Russian business environment, are likely to be greater than average. OPERATIONAL RISKS Market situation in sectors of operation The sectors in which the Group operates are clearly different in terms of their sensitivity to economic fluctuations, their operational profitability, and volume variations, and the individual divisions have only a very limited amount of direct co-operation. As a result, the dissimilar and mutually independent business operations diversify the Group's market risk and reduce the overall cyclicality of operations. If the CTMP pulp mill project in the pipeline in Russia is carried out, it will represent a new business area for the Group, and therefore affect the Group's risk profile. Similarly, the customer and market risks will be, to some extent, new and rather sizeable, considering the current nature and scope of the Group's activities. Raw material price and availability risks The price risk associated with the Group companies' main raw materials should be relatively easy to manage, and the sales prices can, at least in part, be revised to match the raw material price development. To minimise price and availability risks, Ruukki Group utilises long- term co-operation agreements and extensive partnership and subcontracting networks. The remote location of certain units increases the risks related to customer deliveries on the one hand, but on the other hand it ensures better raw material quality and availability, and it helps in retention of skilled personnel. Environmental risks The Group companies conduct self-assessment with regard to environmental permits and risks, and they implement revisions and apply for the necessary permits if the business environment or regulations change. Environmental risks have to do firstly with direct potential harm to the environment and secondly with post-production rehabilitation or landscaping obligations. To the Group's knowledge, current operations carry no significant environmental risks. Changes in regulations Some of the Group's business activities are officially regulated. In the House Building business, operations are guided by regulations dealing with the technical quality requirements for construction. Furthermore, activities in the Care Services division require official permits, and certain members of staff must meet specific educational criteria. The Group keeps a close eye on any changes in regulations and attempts to respond to them as early as possible. The planned business operations in Russia might raise various regulative issues and permits and statutory requirements thereby affecting e.g. security and environmental arrangements. Personnel The work carried out in the Care Services division is particularly labour-intensive and is subject to statutory requirements regarding staff training and education, and concerning the ratio between staff and customers. The potential difficulties in recruiting and retaining skilled personnel may impose some restrictions on future growth in this business area. Moreover, as some of the Group companies are located relatively far from major towns and cities, individual companies may have trouble obtaining sufficient personnel. Intellectual property rights The Group is not currently involved in any business activity in which intellectual property rights, patents, or product development would be of significance. FINANCIAL RISKS Exchange rate risks As a rule, short-term forward contracts are used to hedge against direct exchange rate risk exposure. The most significant exchange rate risks in export operations currently are linked with the Japanese yen, the Swedish krona, and the UK pound. A large percentage of the sale and purchase agreements are denominated in euros. If the new projects in the works in Russia are carried out, they will affect the Group's currency risks, which by default are going to gain a great deal of significance owing to the risks linked to the Russian rouble and to the growing relative weighting of export markets. Interest rate and financial risks The company's liability funding by and large involves variable interest, which means that the Group's interest expenses will, without any hedging measures, follow the movements in short-term market interest rates. As the average weighted maturity of the loans is not very high, the interest rate risk is no different from the standard risk. Furthermore, a considerable proportion of the Group's liabilities, including the acquisitions related earn-out liabilities, are non-interest bearing in nature. The interest rate risk is closely monitored, and hedging measures are taken when necessary. To ensure the availability of financing, the Group's parent company has increased its equity-based funding and also taken other measures to expand its range of financing sources and alternatives for future projects. Carrying out the business operations in Russia will require significant new financing solutions, which will, if finalised, significantly affect group's financing position, interest rate risk and liquidity issues in short-term and long-term perspective, but the actual timing and financing structure is still not yet finalised. Credit loss risks Credit insurance is used to hedge against some of the credit loss risks involved in the wood processing industry. The House Building division generates a considerable proportion of the Group's cash flows, which follow a payment scheme prepared in advance that is based on degree of completion. This reduces the credit loss risk significantly. In some business divisions or companies representing them, individual customers may be somewhat important, which is why customer concentration risks could have a negative effect on the value of the Group's current receivables and its future business opportunities. DAMAGE RISKS Property and damage risks Property risks are covered with insurance, except for own risk. In addition, indirect liability for damages, such as those involved in transportation, is covered through insurance. The insurance cover for property risks is reviewed regularly. Guarantee risks In a number of cases, the products delivered by Group companies involve quality or quantity guarantees to customers, consisting of a short-term duty to make repairs and, in the House Building business, a 10-year guarantee of structural safety. These risks are covered only partly, but the Group companies invest heavily in quality assurance and product development. Furthermore, non-Group subcontractors are responsible for their own guarantee issues. Legal proceedings The Group's parent company is involved in legal action related to the company name, which may incur an obligation to pay the defendant's legal costs, or other liabilities. PLEDGES AND CONTINGENT LIABILITIES Earn-out liabilities related to acquisitions The additional earn-out liabilities related to Group acquisitions have been recognised in the consolidated financial statements as either short-term or long-term liabilities, depending on when the earn-out liabilities are due for payment. Furthermore, potential earn-out items based on option rights have been recognised in the balance sheet under liabilities. Short-term earn-out liabilities on 31 December 2006 totalled EUR 9.0 million (on 31 December 2005, EUR 9.2 million) and long-term liabilities EUR 2.4 million (EUR 6.6 million). Investment commitments Ruukki Group Plc has made a commitment to invest a total of EUR 0.5 million in Finn-Thai Technology Fund B Ky, a company investing primarily in Finnish and Thai companies. Ruukki Group Plc is a silent partner in this limited partnership, and it also has a 30% interest in the responsible partner, Orienteq Capital Ltd. In all likelihood, this investment commitment will not be exercised because the part of the fund encompassing Ruukki Group's investment commitment will be dissolved in its entirety in the first half of 2007. Covenants included in the Group's financing agreements Some of the Group's liability-based financing agreements feature covenants tied to the Group's or individual Group companies' solvency or profitability figures, or covenants that restrict the payment of Group company liabilities to the parent company or that require the parent company not to divest significant parts of the business operations without consulting the financer first. Mortgages and guarantees pledged as security against debt The Group companies' business mortgages given as security against debt amounted to about EUR 5.7 million (on 31 December 2005, EUR 4.0 million). Of the parent company's EUR 4.2 million in business mortgages, EUR 1.7 million had been pledged as security with external financial institutions on 31 December 2006 (EUR 0.0 on 31 December 2005), and the rest is held by the company. Real-estate mortgages amounted to about EUR 2.2 million (EUR 2.3 million). The Group's parent company has given absolute guarantees of EUR 6.6 million (EUR 6.8 million) as security for the Group companies' financing, of these guarantees some EUR 0.1 million has been freed by end of February 2007. Segments' parent companies have given to secure their subsidiaries' financing pledges to external parties totalling some EUR 0.4 million. Guarantees Group companies give short-term guarantees to replace or repair the products they sell, and the House Building division also makes long- term guarantees of structural safety. Short-term liabilities for repair have been recorded as expenses in the profit and loss account and as provisions in the balance sheet. Guarantees not recognised in the balance sheet may be presumed not to be significant. No expenses have been recorded in the profit and loss account, nor any liabilities in the balance sheet, for the 10-year structural safety guarantee, because such an amount is difficult to estimate, it is unlikely to materialise, and the majority of the guarantee risk rests with non- Group subcontractors. Pledges and guarantees not related to financing agreements given on behalf of others On 31 December 2006, a total of EUR 0.7 million of lease securities had been given to lessors (2005: EUR 0.2 million) of which EUR 0.1 million in cash. Approximately EUR 0.1 million (EUR 0.1 million) worth of guarantees had been granted to suppliers. Purchase commitments On the balance sheet date, Group companies had binding raw material purchase agreements, which are conventional in their line of business. The purchase commitments in the Wood Processing division are covered by a bank guarantee for which the Group's parent company has provided an absolute counter-security up to a limit of EUR 1.5 million (2005: EUR 1.5 million). Leasing liabilities Liabilities included in agreements that can be interpreted as financial leasing agreements have been capitalised in the balance sheet. Some of the properties in which the Group's business units operate are Group-owned and some are leased, some under a fixed-term contract, and some subject to contracts that are effective until further notice. Leasing and rental liabilities totalled roughly EUR 6.9 million at 31.12.2006. Redemption obligations Group companies in the Wood Processing division have redemption agreements related to industrial premises worth a total of EUR 0.7 million (0.7) that have been capitalised in the balance sheet. Of these obligations, roughly EUR 0.6 million relates to sawmilling industry and EUR 0.1 million to furniture business. Pending legal proceedings The Group's parent company has legal action against Rautaruukki Plc pending in various courts. As part of these proceedings, the District Court of Helsinki dismissed Ruukki Group Plc's claims in November 2006. Ruukki Group Plc has filed an appeal with the Court of Appeal. Furthermore, the Group companies have some unfinished taxation-related processes under way for which no tax or expense items have been recorded because the relevant matters still are pending. INFORMATION ON SHARES AND SHAREHOLDERS CHANGES IN SHARE CAPITAL, 2005-2007 Changes in share capital Increase No. of sharesShare capital,eur (registration date) eur after after registration registration Share capital on 31 December 2004 817,805,476 13,819,824.10 2005 Directed issue (14 Jun) 218,049.12 830,708,807 14,037,873.22 Convertible bond note conversion (25 Aug) 1,689.62 830,808,810 14,039,563.14 Convertible bond note Conversion (21 Oct) 253,480.04 845,808,810 14,293,043.18 Reverse split 1 for 10 (26 Nov) 0.00 84,580,881 14,293,043.18 Convertible bond note conversion (12 Dec) 290,656.94 86,300,880 14,583,700.12 2006 Bonus issue (11 Jan) 87,449.49 86,300,880 14,671,149.60 Directed issue (13 Jan) 1,190,000.00 93,300,880 15,861,149.60 Share issue (6 Apr) 5,100,000.00 123,300,880 20,961,149.60 Convertible bond note conversion (21 Jul) 610,810.00 126,893,880 21,571,959.60 Convertible bond note conversion (23 Aug) 116,110.00 127,576,880 21,688,069.60 Convertible bond note conversion (6 Oct) 102,000.00 128,176,880 21,790,069.60 Free directed issue (10 Nov) 0.00 128,741,737 21,790,069.60 Convertible bond note conversion (12 Dec) 259,250.00 130,266,737 22,049,319.60 Convertible bond note conversion (27 Dec) 968,490.00 135,963,737 23,017,809.60 2007 Convertible bond note conversion (13 Feb) 620,840.00 139,615,737 23,638,649.60 MAJOR SHAREHOLDERS On 31 December 2006, the company had 3,226 shareholders, of whom four were nominee-registered. The total number of issued shares on 31 December 2006 was 135,963,737. Major shareholders on 31 December 2006 Shareholder No. of shares % of shares Ltd Herttakakkonen Ab 33,775,681 24.84 Nordea Pankki Suomi Plc 18,047,930 13.27 EVLI Pankki Plc 12,911,881 9.50 Nordea Pankki Suomi Plc, nominee-registered 12,617,873 9.28 Kankaala Markku 9,880,400 7.27 OP-Suomi Pienyhtiöt sijoitusrahasto 5,993,000 4.41 FIM Pankkiiriliike Ltd 5,992,586 4.41 Hukkanen Esa 5,599,500 4.12 Mandatum Stockbrokers Ltd 4,020,000 2.96 Rausanne Ltd 1,803,500 1.33 Moncheur & Cie SA 1,800,000 1.32 Other shareholders 23,521,386 17.30 All shareholders, total 135,963,737 100.00 On 31 December 2006, members of the Ruukki Group Plc Board of Directors and the President and CEO together owned a total of 83,146,388 company shares (31 December 2005: 74,341,849), taking into account shares and derivative instruments owned by these people directly or through either related parties or societies under their control or influence. This represents 61.2% (71.2%) of all shares issued and registered in the Trade Register on 31 December. Shareholders by category as of 31.12.2006 Shares Number of % share Number of % of shares shareholdersof shareholdersshares held held 1-100 390 12.09 24,923 0.02 101-1,000 1,521 47.15 908,797 0.67 1,001-10,000 1,054 32.67 4,003,910 2.94 10,001-100,000 220 6.82 5,645,062 4.15 100,001-1,000,000 28 0.87 9,491,194 6.98 1,000,001-10,000,000 9 0.28 38,488,986 28.31 in excess of 10,000,000 4 0.12 77,353,365 56.89 Total 3.226 100.00 135.916.237 99.97 of which nominee-registered 4 0.12 14.062.303 10.34 On common account 47.500 0.03 Total outstanding 135.963.737 100.00 % share, based on number of shares held, by shareholder type Finnish shareholders 96.01 of which: Companies and business enterprises 34.30 Banking and insurance companies 40.10 Non-profit organisations 0.16 Households 21.45 Foreign shares holders 3.96 Shares on common account 0.03 Total 100.00 of which nominee-registered 10.34 SHARE PRICE DEVELOPMENT 2006 Ruukki Group Plc's shares (RUG1V) are listed on the OMX Nordic List of the Helsinki Exchanges in the 'small cap' category. The company carried out a reverse split of its shares (one for 10). The first trading day with the reverse-split shares was 28 November 2005. In the trading information for 2005 below, the reverse split has been taken into account retroactively in the share numbers and prices. In 2006, the share price varied between EUR 0.64 and EUR 1.23. The share turnover totalled 87,827,858 shares (46,350,847.9 in 2005), accounting for 64.6% (53.7%) of the registered share capital on the balance sheet date. The share price at the end of the financial year (on the last trading day of the year, 29 December 2006) was EUR 1.20 (2005 comparative: EUR 0.63). The market capitalisation of the registered share capital on 29 December 2006 was EUR 163.2 million (EUR 54.4 million). BOARD PROPOSITION TO THE ANNUAL GENERAL MEETING ON DIVIDEND PAYOUT Ruukki Group Plc board has decided to propose to the annual general meeting, which will be later convened separately, that the company would pay out, from the retained earnings, a dividend of three (3) cents (EUR 0.03) per share. As of 31.12.2006 balance sheet date the total distributable equity of the parent company Ruukki Group Plc totalled 6,635,619.53 euros, as detailed below: Retained earnings 1.1.2006 8,859,928.21 Dividends paid out during 2006 - 3,147,786.40 Retained earnings 31.12.2006 5,712,141.81 Net income 1.1. - 31.12.2006 499,835.54 Total free equity 6,211.977.35 Invested equity fund 423,642.18 Total distributable equity 6,635,619.53 FINANCIAL DEVELOPMENT BY SEGMENT, SUMMARY YEAR-TO-DATE Revenue, EUR million 1-12/2006 1-12/2005 12 months 12 months House Building 53.7 45.4 Wood Processing 53.5 33.2 Care Services 9.8 5.4 Metal Industry 8.2 7.4 Other Operations and eliminations 0.3 0.5 Group Total 125.4 91.9 Operating profit, EUR million 1-12/2006 1-12/2005 12 months 12 months House Building 13.4 10.6 Wood Processing -4.0 -0.8 Care Services 0.6 0.3 Metal Industry 0.3 0.2 Other Operations and eliminations 2.7 -1.0 Group 13.0 9.3 QUARTER (Q4) Revenue, EUR million 10-12/2006 10-12/2005 3 months 3 months House building 16.0 14.4 Wood processing 9.7 8.5 Care services 3.3 1.7 Metal industry 2.5 1.6 Other Operations and eliminations -0.1 0.2 Group 31.4 26.4 Revenue, EUR million 10-12/2006 10-12/2005 3 months 3 months House building 4.1 3.5 Wood processing -0.8 0.0 Care services -0.1 0.0 Metal industry 0.1 -0.0 Other Operations and eliminations -0.7 0.1 Group 2.6 3.6 PROFIT AND LOSS ACCOUNT SUMMARY 1-12/2006 1-12/2005 EUR thousands 12 months 12 months Revenue 125,459 91,936 Other operating income 5,712 436 Operating expenses -112,398 -81,326 Depreciation according to plan -4,403 -2,061 Income from associates -968 354 Impairment -354 0 Operating profit 13,048 9,339 Financial income/expenses -892 -874 Profit before taxes 12,156 8,465 Taxes -4,117 -2,916 Profit before minority interests 7,979 5,549 Profit before minority interests 463 0 Profit 8,442 5,549 PROFIT AND LOSS ACCOUNT SUMMARY10-12/2006 10-12/2005 EUR thousands 3 months 3 months Revenue 31,354 26,390 Other operating income 473 125 Operating expenses -26,910 -22,586 Depreciation according to plan -970 -796 Income from associates -974 430 Impairment -332 0 Operating profit 2,641 3,563 Financial income/expenses -29 -185 Profit before taxes 2,612 3,378 Taxes -1,498 -1,346 Profit before minority interests 1,114 2,032 Profit before minority interests -269 0 Profit 845 2,032 BALANCE SHEET SUMMARY EUR thousands ASSETS 31.12.2006 31.12.2005 Non-current assets Intangible assets Goodwill 31,237 30,927 Associated companies 5,568 3,848 Other intangibles 4,002 1,437 Intangible assets, total 40,807 36,212 Tangible assets, total 15,854 11,972 Other non-current assets 528 510 Non-current assets, total 57,189 48,694 Current assets Inventories 17,057 14,822 Receivables 17,076 7,633 Other investments 0 8,579 Cash and cash equivalent 24,768 9,414 Currents assets, total 58,091 40,448 Total assets 116,090 89,142 EQUITY AND LIABILITIES 31.12.2006 31.12.2005 Share capital 23,018 14,584 Share issue 0 4,340 Capital paid-in in excess of par value (share premium reserve) 24,712 2,144 Realisation reserve 0 9 Invested non-restricted equity fund 424 0 Retained earnings 9,511 3,380 Minority interests 1,591 0 Total Equity 59,256 24,457 Liabilities Long-term liabilities 13,489 25,746 Current liabilities Deferred income 17,575 15,785 Other current liabilities 25,770 23,154 Current liabilities, total 43,345 38,939 Total liabilities 56,834 64,685 Total equity and liabilities 116,090 89,142 Specification of interest-bearing receivables and liabilities EUR thousands 31.12.2006 31.12.2005 Interest-bearing receivables Short-term 7,271 8,774 Long-term 453 171 Interest-bearing receivables, total 7,724 8,945 Interest-bearing debt Short-term 4,510 3,018 Long-term 9,205 16,567 Interest-bearing debt, total 13,715 19,585 During fiscal year 2006 bond units of the convertible bond issued by the parent company have been converted in new Ruukki Group shares corresponding to EUR 5.4 million nominal bond value. CASH FLOW SUMMARY 1-12/2006 1-12/2005 EUR thousands 12 months 12 months Cash flow from operating activities: Operating profit 13,048 9,339 Adjustments to operating profit -1,017 -2,038 Increase in net working capital -4,973 1,947 Net cash from operating activities 7,053 9,248 Net cash used in investing activities -12,421 -3,876 Cash from financing activities* 12,147 3,579 Net increase in cash and cash equivalents 6,784 8,951 * earn-outs related to old acquisitions and paid to sellers of those companies have been presented in the financing activities category. STATEMENT OF CHANGES IN EQUITY EUR thousands Share Share Share Invested Retained Minority Total capital issue premium equity earnings interests reserve fund& revalu- ation reserve 1 Jan 2005 13,820 0 1,259 0 -2,436 52 12,695 Directed share issue 06/05 218 427 645 Directed share issue 12/05 4,340 4,340 Conver- tible bond conversions, total 546 458 1,004 Share options 50 50 Net profit 5,549 5,549 Minority interests -52 -52 Other equity changes 9 217 226 31 Dec 2005 14,584 4,340 2,144 9 3,380 0 24,457 A subsidiary acquired on 31.12.2004 has had Ruukki Group shares for 137 thousand euros; these shares have been sold by 30.6.2005 Share Share Share Invested Retained Minority Total capital issue premium equity earnings interests reserve fund& revalu- ation reserve 1 Jan 2006 14,584 4,340 2,144 9 3,380 0 24,457 Bonus issue 12/05 87 -87 0 Directed share issue 12/05 reg. 1,190 -4,340 3,150 0 Share issue 03/06 5,100 16,118 21,218 Free directed issue 10/06 424 424 Conver- tible bond conversions, total 2,057 3,387 5,444 Dividends -3,148 -3,148 Fund sale -9 -9 Share options 105 105 Net profit 8,442 8,442 Minority interests 1,591 1,591 Other equity changes 732 732 31 Dec 2006 23,108 0 24,712 424 9,511 1,591 59,256 RUUKKI GROUP PLC THE BOARD 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 Tel 0400 501780 www.ruukkigroup.fi
RUUKKI GROUP PLC FINANCIAL STATEMENTS REVIEW 1 JANUARY - 31 DECEMBER 2006
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