INVITATION TO THE EXTRAORDINARY GENERAL MEETING

INVITATION TO THE EXTRAORDINARY GENERAL MEETING

07:05 London, 09:05 Helsinki, 15 January 2013 - Ruukki Group Plc, Stock Exchange Release

INVITATION TO THE EXTRAORDINARY GENERAL MEETING

The shareholders of Ruukki Group Plc are invited to attend the Extraordinary General Meeting to be held on 11 February 2013 starting at 10:00 a.m. at G.W. Sundmans at the address: Eteläranta 16, 00130, Helsinki, Finland.

The reception of those who have signed up for the meeting begins at 9:30 a.m. in the meeting facilities.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING:

1. Opening of the meeting

2. Election of the chairman and election of the secretary

3. Approval of the agenda

4. Election of the scrutinizer of the minutes and the person to supervise the counting of votes

5. Recording legality and quorum of the meeting

6. Adoption of the list of votes

7. Resolution on the remuneration of the members of the Board of Directors

Shareholders that hold together over 50% of the shares and votes in the Company propose the following remuneration for the Board of Directors in the General Meeting. All Board Members would be paid EUR 3,000 per month.

Those members of the Board of Directors that are executives of the Company are not entitled to receive any remuneration for the Board membership.

8. Resolution on the number of the members of the Board of Directors

Shareholders that hold together over 50% of the shares and votes in the Company propose that the number of members of the Board of Directors shall be six.

9. Election of the members of the Board of Directors

Shareholders that hold together over 50% of the shares and votes in the Company propose that Mr Michael Lillja (Finnish citizen), Mr Markku Kankaala (Finnish citizen), Dr Danko Koncar (Croatian citizen), Dr Jelena Manojlovic (UK citizen), Dr Alfredo Parodi (Italian citizen) and Ms Bernice Smart (UK citizen) will be elected for the next mandate that begins from the end of the General Meeting and ends in the end of the Annual General Meeting on 2013.

The personal details of the new candidates (Mr Michael Lillja, Dr Alfredo Parodi and Ms Bernice Smart) are attached to this invitation and available on the Company's website.

10. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposal of the Board of Directors presented to the Extraordinary General Meeting as well as all other documents to be kept on view in accordance with the Finnish Companies Act are available for the shareholders' inspection at latest one week preceding the Extraordinary General Meeting at the Company headquarters at the address: Kasarmikatu 36, FI-00130 Helsinki. In addition the documents will be available for at least 21 days preceding the Extraordinary General Meeting on the Company's website at the address www.ruukkigroup.fi.

Copies of these documents will on request be sent to the shareholders.

The minutes of the Extraordinary General Meeting will be available on the Company's website at the address www.ruukkigroup.fi at the latest from 25 February 2013

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. Right to attend

A shareholder who no later than on 30 January 2013 is registered as the Company's shareholder in a shareholder register held by Euroclear Finland Ltd has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the Company's shareholder register.

2. 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 p.m. on 1 February 2013, either:

  • by letter to Ruukki Group Plc, Kasarmikatu 36, FI-00130 Helsinki, Finland; 

  • by e-mail to ilmo@ruukkigroup.fi; or 

  • by fax to a number +358 10 440 7001. 

The notice shall be received by the Company before the deadline of the notice to attend.

In addition to his/her name, a shareholder is also requested to inform of his/her identity number or business ID, address, phone number and a name of possible representative. The personal data of shareholders shall be used only for purposes related to the general meeting and necessary registration related thereto.

Shareholders attending the general meeting have a right to request information concerning matters which are dealt with by the meeting as stated in Finnish Companies Act, chapter 5, section 25.

3. Using representative and proxies

A shareholder has a right to attend the meeting and use his rights via a representative. A representative must present a dated proxy or he must otherwise in a reliable way prove that he has a right to represent a shareholder. The Company does not have a proxy template available for shareholders. If a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

Possible proxies should be delivered in original form together with the notice to attend to address Ruukki Group Plc, Kasarmikatu 36, FI-00130 Helsinki, Finland before the end of notice period 1 February 2013 at 4:00 p.m.

4. Holders of nominee registered shares

A holder of nominee registered shares is advised to request in good time in advance necessary instructions regarding the registration in the Company's shareholder register, issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, to be entered into the Company's temporary shareholder register no later than by 6 February 2013 at 10 a.m.

5. Other instructions and information
Ruukki Group Plc has at the date of invitation, i.e. 15 January 2013, in total 248,432,000 shares and votes, and the Company holds in total 4,297,437 of its own shares in treasury.

IN HELSINKI, ON 15 January 2013

RUUKKI GROUP PLC

BOARD OF DIRECTORS

This document is an English translation of the formal Finnish language "Invitation to Extraordinary General Meeting". All times in this notice are Finnish time.


For additional information, please contact:

Ruukki Group Plc
Thomas Hoyer, CEO, +358 (0)10 440 7000, thomas.hoyer@ruukkigroup.com
Markus Kivimäki, General Manager: Corporate Affairs, +358 (0)10 440 7000, markus.kivimaki@ruukkigroup.com

Investec Bank Plc
Neil Elliot, +44 (0)20 7597 5970, neil.elliot@investec.co.uk
George Price, +44 (0)20 7597 5970, george.price@investec.co.uk


Ruukki Group is a chrome mining and minerals producer focused on delivering sustainable growth with a speciality alloys business in southern Europe and a ferro alloys business in southern Africa. The Company is listed on NASDAQ OMX Helsinki (RUG1V) and the Main Market of the London Stock Exchange (RKKI).
www.ruukkigroup.com

Distribution:
NASDAQ OMX Helsinki
London Stock Exchange
main media
www.ruukkigroup.com

Candidates



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Source: Ruukki Group via Thomson Reuters ONE

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