Resolutions of Rautaruukki Corporation's Annual...
Rautaruukki Corporation Stock exchange release 24 March 2009 at 16.15
Rautaruukki Corporation's Annual General Meeting held today approved
the payment of a dividend for 2008 of EUR 1.35 per share in
accordance with the Board of Directors' proposal.
A total of 740 shareholders were represented at the Annual General
Meeting.
Resolutions of the Annual General Meeting:
Adoption of the financial statements
The Annual General Meeting approved the parent company's financial
statements and consolidated financial statements for 2008.
Discharge from liability
The Annual General Meeting discharged the members of the Supervisory
Board, Board of Directors and the President & CEO from liability.
Disposal of profit
A dividend of EUR 1.35 per share is to be paid (total dividend payout
of EUR 187,440,835.05). The dividend will be paid on 8 April 2009 to
shareholders registered at the record date for dividend payout, 27
March 2009, in the company's shareholder register kept by Euroclear
Finland Ltd.
Board of Directors
It was confirmed that the number of members of the Board of Directors
is seven (7). Reino Hanhinen, President & CEO Maarit Aarni-Sirviö,
CEO Christer Granskog, Pirkko Juntti LLM, Undersecretary of State
Kalle J. Korhonen and Chairperson of the Board Liisa Leino were
re-elected to the Board. Deputy CEO Hannu Ryöppönen BA (Bus Admin)
was elected to the Board as a new member. Reino Hanhinen was
appointed as chairman of the Board of Directors and Christer Granskog
as deputy chairman.
Fees of the Board of Directors
The fees of the Board of Directors are to remain unchanged. The
Annual General Meeting approved payment of a monthly fee of EUR 5,600
to the chairman of the Board of Directors, EUR 3,500 to the deputy
chairman and EUR 2,700 to other members of the Board together with an
attendance fee of EUR 600 for meetings, including Board of Directors'
committee and Supervisory Board meetings.
Supervisory Board
It was confirmed that the Supervisory Board is to have nine (9)
members. Marjo Matikainen-Kallström MP and Inkeri Kerola MP were
re-elected as chairperson and deputy chairperson of the Supervisory
Board respectively. Heikki Allonen MSc (Tech), Turo Bergman,
Political Secretary, Miapetra Kumpula-Natri MP, Petteri Orpo MP,
Jouko Skinnari MP and Tapani Tölli MP were all re-elected to the
Supervisory Board. Executive Vice President Hans Sohlström was
elected to the Supervisory Board as a new member.
Fees of the Supervisory Board
The fees of the Supervisory Board are to remain unchanged. The
chairperson is to be paid a monthly fee of EUR 1,000, the deputy
chairperson EUR 600 and members EUR 500, together with an attendance
fee of EUR 200 for meetings.
Auditor
KHT audit firm KPMG Oy Ab was re-appointed as the company's auditor.
The auditor will be paid a fee against invoice approved by the
company.
Amendment to Articles 4 and 11 of the Articles of Association
In accordance with the Board of Directors' proposal, the Annual
General Meeting resolved to amend
- Article 4 § 3 of the company's Articles of Association by deleting
the reference to the right of the Ministry of Trade and Industry to
appoint a member to the Supervisory Board;
- Article 11 § 1 of the company's Articles of Association so that
notice to the Annual General Meeting shall be sent no later than
twenty-one (21) days before the Meeting and published on the
company's website.
Authority to acquire the company's own shares
In accordance with the Board of Directors' proposal, the Annual
General Meeting granted the Board of Directors the authority to
acquire a maximum of 12,000,000 of the company's own shares. The
authority is valid for 18 months from the date of the resolution of
the Annual General Meeting.
Authority to issue new shares and to transfer the company's treasury
shares (share issue authorisation)
In accordance with the Board of Directors' proposal, the Annual
General Meeting granted the Board of Directors the authority to
decide on a share issue, which includes the right to issue new shares
or to transfer treasury shares held by the company. The authority
applies to a maximum of 15,000,000 shares. The Board of Directors has
the right to disapply the pre-emption rights of existing shareholders
in a private placement. The authority also includes the right to
decide on a bonus issue. The authority is valid until the close of
the 2011 Annual General Meeting.
Establishment of a Nomination Committee
The Annual General Meeting decided to establish a Nomination
Committee to prepare proposals for the following Annual General
Meeting regarding the composition of the Board of Directors and
directors' fees.
The minutes of the Annual General Meeting are available for the
inspection of shareholders at the company's head office and may also
be viewed on the company's website at www.ruukki.com by 7 April 2009.
The proposals made to the Annual General Meeting may be viewed in
their entirety on the company's website.
Resolutions of Rautaruukki Corporation's Board of Directors
At its organisation meeting after the Annual General Meeting, the
Board of Directors appointed Hannu Ryöppönen as chairman and Liisa
Leino and Kalle J. Korhonen as members of the Audit Committee.
In addition, the Board of Directors appointed Reino Hanhinen as
chairman and Maarit Aarni-Sirviö and Christer Granskog as members of
the Remuneration Committee.
All directors are independent of the company and, except for Kalle J.
Korhonen also independent of the company's major shareholders.
For further information, please contact:
Sakari Tamminen, President & CEO, tel. +358 20 592 9075
Tiina Bäckman, Secretary to the Board of Directors, tel. +358 20 592
9068
Rautaruukki Corporation
Anne Pirilä
SVP, Corporate Communications and Investor Relations
Rautaruukki supplies metal-based components, systems and integrated
systems to the construction and engineering industries. The company
has a wide selection of metal products and services. Rautaruukki has
operations in 26 countries and employs 14,300 people. Net sales in
2008 totalled EUR 3.9 billion. The company's share is quoted on
Nasdaq OMX Helsinki (Rautaruukki Oyj: RTRKS). The Corporation uses
the marketing name Ruukki.
Distribution:
Nasdaq OMX Helsinki
Main media
www.ruukki.com
This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.