Preliminary result of SSAB’s share exchange offer to Rautaruukki’s shareholders


This stock exchange release may not be published or distributed, in whole or in
part, directly or indirectly, in the United States of America, Australia,
Canada, Hong Kong, Japan, New Zealand, South Africa or any other country where
such publication or distribution would violate applicable laws or rules or would
require additional documents to be completed or registered or require any
measure to be undertaken, in addition to the requirements under Finnish and
Swedish law. For further information, please see “Important notice” in this
stock exchange release.
The offer period for the share exchange offer by SSAB AB (publ) (“SSAB”) to the
shareholders of Rautaruukki Corporation (“Rautaruukki”) expired on July 22,
2014. According to the preliminary result of the share exchange offer, the
shares tendered in the share exchange offer represent approximately 95.1 percent
of all the shares and votes in Rautaruukki. The Board of Directors of SSAB has
resolved to issue a total of up to 67,000,000 new class A shares and up to
169,000,000 new class B shares as consideration in the share exchange offer to
the shareholders in Rautaruukki. The final result of the share exchange offer
will be confirmed and announced on or about July 29, 2014.

As all the conditions to the completion of the share exchange offer have been
fulfilled, SSAB will complete the share exchange offer in accordance with its
terms and conditions, subject to the conditions to the completion of the share
exchange offer remaining fulfilled at the time of completion.

On 23 July 2014, the Board of Directors of SSAB resolved, based on the General
Meeting's authorization, to issue a total of not more than 67,000,000 new class
A shares and not more than 169,000,000 new class B shares as consideration in
the share exchange offer to the shareholders in Rautaruukki. Payment for the
subscribed shares will be made by contribution of shares in Rautaruukki in
accordance with the terms of the share exchange offer. The share capital of SSAB
will increase by up to SEK 2,076,800,000 as a result of the issue. The number of
class A shares will increase from 240,765,832 to up to 307,765,832 and the
number of class B shares will increase from 83,168,943 to up to 252,168,943. The
new shares will correspond to up to 42 per cent of the share capital and up to
25 per cent of the votes in SSAB following completion of the issue.

SSAB has today submitted a listing application to NASDAQ OMX Helsinki to have
its class A and class B shares listed on the official list of NASDAQ OMX
Helsinki on a secondary listing basis.

The new shares in SSAB to be issued in the share exchange offer will be
delivered to the book-entry accounts of the shareholders of Rautaruukki who have
validly accepted the share exchange offer and who have not validly withdrawn
their acceptance on or about July 31, 2014. Trading in the new shares in SSAB is
expected to commence on the official list of NASDAQ OMX Helsinki preliminarily
on August 1, 2014.

The combined company will be a leading producer on the global market for
Advanced High Strengths Steels (AHSS) and Quenched & Tempered steels (Q&T),
standard strip, plate and tubular products as well as construction solutions.
The combination will enhance the ability to invest in product development, R&D
and close collaboration with customers. The combined company will have a global
geographic presence and be close to its customers in all regions.

The combination is expected to create substantial value for shareholders in both
SSAB and Rautaruukki stemming from both improved earnings potential and
realization of tangible cost synergies. The cost synergies are expected to be
realized through a more flexible and efficient production system, more efficient
supply chain, purchasing optimization and streamlined administration.

The preliminary combined net sales for 2013 amounted to approximately SEK 56
billion (EUR 6.4 billion) and the combined company will have around 17,300
employees. The combined company will have steel production facilities in Sweden,
Finland and the United States with a total annual steel production capacity of
approximately 8.8 million tonnes.

This information is published by SSAB pursuant to the requirements of the
Finnish Securities Market Act and the Swedish Securities Market Act. Submitted
for publication at 2.45 pm CET, July 23, 2014.

For further information, please contact:

Andreas Koch, Head of Investor Relations, andreas.koch@ssab.com,
+46 8 45 45 729

Important notice

This release may not be released or otherwise distributed, in whole or in part,
in or into the United States of America, Australia, Canada, Hong Kong, Japan,
New Zealand, South Africa or any other jurisdiction where prohibited by
applicable laws or rules. This release is not a share exchange offer document or
a prospectus and as such does not constitute an offer or invitation to make a
sales offer. Investors shall accept the share exchange offer for the shares only
on the basis of the information provided in the share exchange offer document
and prospectus in respect of the share exchange offer. Offers will not be made
directly or indirectly in any jurisdiction where either an offer or
participation therein is prohibited by applicable law or where any exchange
offer document or registration or other requirements would apply in addition to
those undertaken in Finland and Sweden.

The share exchange offer document and prospectus in respect of the share
exchange offer as well as related acceptance forms will not and may not be
distributed, forwarded or transmitted into, in or from any jurisdiction where
prohibited by applicable law. In particular, the share exchange offer is not
being made, directly or indirectly, in or into, Australia, Canada, Hong Kong,
Japan, New Zealand, South Africa or, subject to certain exceptions, the United
States of America. The share exchange offer cannot be accepted from within
Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or, subject to
certain exceptions, the United States of America.

The SSAB shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), or under any of the
relevant securities laws of any state or other jurisdiction of the United States
of America. The SSAB shares may not be offered or sold in the United States of
America, except pursuant to an exemption from the Securities Act or in a
transaction not subject to the registration requirements of the Securities Act.

It should be noted that certain statements herein which are not historical
facts, and statements preceded by “expects” or similar expressions, may be
forward-looking statements. These statements are based on current decisions and
plans and currently known factors. They involve risks and uncertainties which
may cause the actual results to materially differ from the results currently
expected.

Attachments

07237248.pdf