Ruukki Group Plc's board of directors has decided on establishing a share-based
incentive scheme for key persons in the Company and its group for the years
2008-2010. Ruukki Group Plc's board of directors and CEO are not within the
scope of the incentive scheme. Key persons will be issued option rights, and new
shares in Ruukki Group Plc will be offered to them for subscription, on the
basis of the incentive scheme.
ISSUING OPTION RIGHTS AS PART OF THE INCENTIVE SCHEME
The Company's board of directors decided on the issuing of option rights
entitling to shares in the company based on the authorization issued by the
annual general shareholders' meeting held on 20 April 2007. A maximum of
7,350,000 option rights will be issued, which will entitle the recipients to
subscribe for a total of 7,350,000 new shares in Ruukki Group Plc. The Company's
board of directors can, if it so chooses, decide that instead of new shares,
option right holders will be offered treasury shares held by the Company, or
other shares will be allotted for purchase by option right holders at a price
equivalent to the subscription price, in which case the Company's shareholding
will not be diluted in this respect.
The option rights will be issued without consideration for subscription by the
Company's fully-owned subsidiary, Rekylator Oy (the “Subsidiary”). The
subscription period for the option rights is 15 February 2008 - 15 March 2008.
The Subsidiary will later, by a decision of the board of directors, distribute
option rights without consideration to key persons who are currently in Ruukki
Group's service or who will be hired later, in accordance with the instructions
of the board of directors.
The purpose of the option rights is to encourage commitment in the key persons
as well as to reward them for meeting the targets set annually in advance by the
board of directors for 2008, 2009, and 2010. The targets will be connected to
the realization of Ruukki Group Plc's international expansionary business
strategy (e.g. the completion of the Kostroma production facility or the
realization of separately defined financial targets). The number of option
rights to be issued to key persons will also depend on each key person's
position or duties.
DIRECTING NEW SHARES FOR SUBSCRIPTION BY KEY PERSONS AS PART OF THE INCENTIVE
SCHEME
The Company's board of directors has decided, based on the authorization issued
by the annual general shareholders' meeting held on 20 April 2007, on directing
a maximum total of 3,150,000 new shares for subscription by key persons as part
of the incentive scheme described above. The subscription price per share will
be the volume-weighted average trading price of the Company's shares on the
Helsinki Stock Exchange over a period of twenty (20) trading days following 15
November 2007. The shares must be subscribed for by 15 March 2008, at the
latest. The shares are subject to a three-tier transfer restriction. The first
transfer restriction will terminate on 1 March 2010, the second on 1 March 2011,
and the third on 1 March 2012.
Key persons are entitled to a larger number of option rights issued for
commitment and rewarding purposes if they subscribe for Ruukki Group Plc shares
in the directed share issue. The number of shares directed to key persons will
depend on each key person's position or duties.
RUUKKI GROUP PLC
BOARD OF DIRECTORS
Ruukki Group focuses on wood-based industrial business operations. Currently the
group operations are located mainly in Finland, but in future the targeted
emphasis is principally in Russia. Ruukki Group Plc is listed on the Helsinki
Stock Exchange. The company's share is quoted on the OMX Nordic Exchange under
the Mid Cap segment in the Industrials sector.
For further information, please contact:
Matti Vikkula
Chief Executive Officer
Ruukki Group Plc
Phone +358 45 6700 606
www.ruukkigroup.fi
NEW SHARE-BASED INCENTIVE SCHEME FOR RUUKKI GROUP KEY PERSONS FOR 2008-2010
| Source: Afarak Group Plc