Source: Afarak Group Plc
INVITATION TO THE ANNUAL GENERAL MEETING
The shareholders of Ruukki Group Plc are invited to the Annual General Meeting which will be held on Monday, 31 March 2008, starting at 10:00 am. in Espoo at the address Keilasatama 5, 02150 Espoo, in the meeting room Merituuli, 2nd floor. The reception of those who have given prior notice to attend begins at 09:30 am. in the meeting facilities. ANNUAL GENERAL MEETING AGENDA: 1. MATTERS IN ACCORDANCE WITH THE SECTION 9 OF THE ARTICLES OF ASSOCIATION AND CHAPTER 5 OF THE FINNISH COMPANIES ACT 2. AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE SHARE ISSUES AND ON THE ISSUING OF OTHER SPECIAL RIGHTS THAT ENTITLE TO SHARES The Board of Directors proposes to the Annual General Meeting that the Board of Directors would be authorised to decide on the share issue and on the issuing of stock options and other special rights that entitle to shares. By virtue of the authorisation shares could be emitted in one or more tranches in total a maximum of 50,000,000 new shares or shares owned by the Company. This represents about 17.2 % of the Company's shares outstanding currently. The Board of Directors would by virtue of the authorisation be entitled to decide on the share issues and on the issuing of stock options and other special rights that entitle to shares in every way similarly as the Annual General Meeting could decide on these. The Board of Directors proposes that the authorisation replaces all previous authorisations and that it is valid one year as from the decision of the Annual General Meeting. 3. AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUIRING OF OWN SHARES The Board of Directors proposes to the Annual General Meeting that the Board of Directors would be authorised to decide on the acquiring of own shares. By virtue of the authorisation concerning the acquiring of own shares a maximum of 10,000,000 own shares could be acquired with the funds from the Company's unrestricted shareholders' equity. The compensation paid for acquired shares will be determined on the grounds of the trading rate determined to the Company's share in the OMX Nordic Exchange Helsinki on the day of the acquisition. The shares will be acquired in a public trade arranged by the OMX Nordic Exchange Helsinki at the market value formed in public trade of the acquisition moment. Since the shares are acquired in a public trade the acquisition is carried out otherwise than in relation with ownership. The Board of Directors proposes that the authorisation is valid one year as from the decision of the Annual General Meeting. 4. AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE TRANSFERRING OF ACQUIRED OWN SHARES The Board of Directors proposes to the Annual General Meeting that the Board of Directors would be authorised to decide on the transferring of acquired new shares. By virtue of the authorisation concerning the transferring of acquired own shares a maximum of 10,000,000 own shares could be transferred. The Board of Directors proposes that the Board of Directors has the right to decide on to whom shares are issued, that means to transfer shares directed deviating from shareholders' pre-emptive right. The shares will be granted at the market value of the transfer moment formed in the public trade and they can be granted against other compensation than pecuniary consideration. The Board of Directors proposes that the authorisation is valid one year as from the decision of the Annual General Meeting. 5. FOR INFORMATION: ON THE EXECUTION OF THE INVESTMENT PROJECTS IN RUSSIA The General Meeting of Ruukki Group Plc decided on 12 June 2007 on the share issue; the funds gathered by the share issue are still in the possession of Company or its subsidiaries. According to share offering registration documentation the funds from the share issue were primarily meant to be used in partial financing of the investment projects planned in the Kostroma area in Russia, and secondarily in financing other investment projects in Russia. The Board of Directors of the Company has in March 2008 made a decision that the Company will interrupt the preparation and implementation processes related to the Kostroma investment projects. The funds gathered by the share issue shall, in accordance with the basis of share issue, be used in financing the Russian wood processing businesses and the related investment projects. The target and geographical location of these projects will be announced later. To support the chosen Russian strategy a specific commitment and reward scheme is being planned for the members of the Board of Directors, but the preparations thereby are still unfinished. This issue will be separately presented to an Extraordinary General Meeting that will decide on it. ELECTION OF THE AUDITOR The Board of Directors proposes to the Annual General Meeting that the Authorised Public Accountants KPMG Oy Ab and Reino Tikkanen, APA, will be re-elected as the auditors of the Company. DIVIDEND DISTRIBUTION The Board of Directors proposes to the Annual General Meeting that the Company will distribute dividend 4 cents (EUR 0.04) per share from the retained earnings at the balance sheet date 31 December 2007. The record date of the dividend distribution would be 3 April 2008 and the payment date would be 10 April 2008. AVAILABILITY OF THE DOCUMENTS The proposals of the Board of Directors with their appendices and other documents required to be kept available according to the Finnish Companies Act will be available for the shareholders' inspection for the week preceding the Annual General Meeting at the Company headquarters at the address Keilasatama 5, 02150 Espoo. In addition the documents will be available for the week preceding the Annual General Meeting on the Company's website www.ruukkigroup.fi. Copies of these documents will be sent to the shareholders on request. RIGHT TO ATTEND The shareholder who is not later than on 20 March 2008 registered as a shareholder of the Company in the shareholder register maintained by Finnish Central Securities Depository Ltd has right to attend the Annual General Meeting. A foreign shareholder holding nominee registered shares who wishes to attend the Meeting shall in good time contact his/her nominee operator and act according to the instructions of the nominee operator. In this case the temporary registration in the shareholder register shall be valid no later than on 20 March 2008. A shareholder can attend the Meeting personally or represented by a representative. A shareholder has also right to use an assistant. NOTICE TO ATTEND A shareholder wishing to attend the Meeting shall give notice to attend the Meeting to the Company no later than by 4:00 pm. on 27 March 2008 by letter to Ruukki Group Plc, Keilasatama 5, 02150 Espoo, or by e-mail to helena.tuominen@ruukkigroup.fi or by fax to +358 10 440 7001. The notice shall be at the Company before the deadline of the notice to attend. A shareholder is requested in addition to name to inform also his/her identity number or business ID. Possible proxies are asked to be delivered in written form together with the notice to attend, that means not later than on 27 March 2008 at 4:00 pm. ESPOO, ON 11 MARCH 2008 RUUKKI GROUP PLC BOARD OF DIRECTORS Ruukki Group's strategic aim is to concentrate on wood processing within the Northern coniferous wood zone. Group business operations will be focused on mechanical wood processing, and furthermore on pulp business. Ruukki Group Plc's share is listed on Helsinki Stock Exchange. In the OMX Nordic Exchange the shares of the Company are traded in the mid cap sector, in the industrials segment. For further information, please contact: Matti Vikkula Chief Executive Officer Ruukki Group Plc Telephone +358 45 6700 606 www.ruukkigroup.fi This stock exchange release is based on translation into English of a document written in Finnish. In case there would be any potential discrepancies, inconsistencies or inaccuracies, the Finnish version of the release shall prevail.