Nomination Board's proposal to the Annual Gener...

Nomination Board's proposal to the Annual General Meeting regarding the composition and fees of Rautaruukki's Board of Directors

Rautaruukki Corporation Stock exchange release 18 December 2012 at 2.45pm EET

Rautaruukki's shareholders' Nomination Board is to propose to the Annual General Meeting convening on 21 March 2013 that the number of Board members remains unchanged at seven. The Nomination Board proposes the re-election of Kim Gran, Liisa Leino, Matti Lievonen, Saila Miettinen-Lähde and Jaana Tuominen, and the election of Matti Kähkönen and Timo U. Korhonen as new members. The Nomination Board proposes that Kim Gran be elected as chairman of the Board and Matti Lievonen as deputy chairman. It is proposed that the fees of the Board of Directors remain unchanged.

The Nomination Board appointed by Rautaruukki's shareholders is to propose to the Annual General Meeting convening on 21 March 2013 that the number of Board members remains unchanged at seven.

The Nomination Board proposes the re-election of current members of the Board of Directors, President & CEO Kim Gran, Chairman of the Board of Directors Liisa Leino, President & CEO Matti Lievonen, CFO Saila Miettinen-Lähde and CEO Jaana Tuominen for a further term of office lasting one year from the 2013 Annual General Meeting until the close of the 2014 Annual General Meeting. More information about members of the Board of Directors is available at www.ruukki.com > Investors > Corporate Governance > Board of Directors.

The Nomination Board proposes the election of President and CEO Matti Kähkönen and Executive Advisor Timo U. Korhonen as new members of the Board of Directors. See the attachments and Rautaruukki's website at www.ruukki.com > Investors > Corporate Governance > Annual General Meeting 2013 for more information about these candidates.

Furthermore, the Nomination Board proposes that Kim Gran be re-elected as chairman of the Board of Directors and that Matti Lievonen be elected as deputy chairman. All candidates have consented to election.

The Nomination Board proposes that the annual fees of the Board of Directors are:
Chairman EUR 72,000 (2012: EUR 72,000)
Deputy chairman EUR 44,000 (EUR 44,000)
Members EUR 34,000 (EUR 34,000)

In addition to the above, Board members are paid an attendance fee of EUR 600 per meeting for Board of Directors' meetings and Board of Directors' committee meetings. The Nomination Board proposes that 40 per cent of the annual fee be paid in the form of Rautaruukki Oyj shares purchased on the market. The shares will be purchased within two weeks of the publication of the company's interim report for the first quarter of 2013.

According to the proposal, the Annual General Meeting will resolve to acquire the shares directly on behalf of members of the Board of Directors. This is an acceptable way to acquire Rautaruukki Oyj shares for Board members under applicable insider rules. The Nomination Board also considers that increasing the long-term shareholding of Board members is in the interest of all shareholders.

The proposals above are included in the notice of the Annual General Meeting.

Kari Järvinen, Managing Director (Solidium Oy), served as chairman of the Nomination Board with Timo Ritakallio, Deputy Chief Executive Officer (Ilmarinen Mutual Pension Insurance Company) andRisto Murto, Executive Vice President, Investments (Varma Mutual Pension Insurance Company) as members. Kim Gran, Chairman of Rautaruukki's Board of Directors, served as the Nomination Board's expert member.

For further information, please contact:
Kari Järvinen, Managing Director, Solidium Oy, tel. +358 10 830 8905
Kim Gran, Chairman of Rautaruukki's Board of Directors, tel. +358 10 401 7336

Rautaruukki Corporation
Taina Kyllönen
SVP, Marketing and Communications

Ruukki provides its customers with energy-efficient steel solutions for better living, working and moving. Ruukki operates in some 30 countries and employs around 11,800 people. Net sales in 2011 totalled EUR 2.8 billion. The company's share is quoted on NASDAQ OMX Helsinki (Rautaruukki Oyj: RTRKS).

DISTRIBUTION:
NASDAQ OMX Helsinki
Main media
www.ruukki.com


Timo U Korhonen CV
Matti Kahkonen CV



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Source: Rautaruukki Oyj via Thomson Reuters ONE

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