17:05 London, 19:05 Helsinki, 24 May 2011 – Ruukki Group Plc, Stock Exchange Release
INVITATION TO RUUKKI GROUP’S EXTRAORDINARY GENERAL MEETING
The shareholders of Ruukki Group Plc are invited to attend the Extraordinary General Meeting to be held on Thursday 16 June 2011, starting at 10:00 a.m. in Hotel Haven at the address: Unioninkatu 17, Helsinki, Finland.
The reception of those who have signed up for the meeting begins at 9:30 a.m. in the meeting facilities.
This notice should be read in conjunction with the circular dated 24 May 2011 (the "Circular") which contains further details in relation to the proposed Disposal (as defined in the Circular). This notice is not a summary of the proposed Disposal and should not be regarded as a substitute for reading the full documentation. You are advised to read the Circular prior to making a decision in connection with the resolution to be proposed at the meeting.
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 scrutineer 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. Disposal of the Group’s interest in Junnikkala Oy
The Board of Directors proposes to the Extraordinary General Meeting the following resolution:
that the arrangements as detailed in the circular dated 24 May 2011 (the “Circular”) between the Group, Junnikkala and the Junnikkala Minority Shareholders relating to the proposed Disposal (each as defined in the Circular) be and are hereby approved and that the Directors of the Company be and are hereby authorised to take all such steps as may be necessary or acceptable in relation thereto and to carry the same into effect with such modifications, variations, revisions or amendments (providing such modifications, variations, revisions or amendments are not of a material nature) as they shall deem necessary or desirable.
The Circular has been published as a stock exchange release trough NASDAQ OMX Helsinki Stock Exchange on 24 May 2011 and it is also available as a Board proposal to the Extraordinary General Meeting on the Company’s website at www.ruukkigroup.fi. A notice of availability has been published through a Regulated Information Service in the UK and a copy of the Circular will also be submitted the UK National Storage Mechanism.
8. 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 for three weeks 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 certain documents, including the Circular, will also be available for inspection at the offices of the Company at Kasarmikatu 36, FI-00130, Helsinki, Finland, and the offices of Herbert Smith LLP, Exchange House, Primrose Street, London, EC2A 2HS, United Kingdom during normal business hours on Monday to Friday each week (public holidays excepted) from the date of a period from and including the date of publication of this document up to and including the date of the Extraordinary General Meeting and for the duration of the Extraordinary General Meeting as set out in paragraph 10 of Part II of the Circular.
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 30 June 2011.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. Right to attend
A shareholder who no later than on Monday 6 June 2011 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 Monday 13 June 2011, 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. 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 13 June 2011 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 13 June 2011 at 10 a.m.
5. Other instructions and information
Ruukki Group Plc has at the date of invitation, i.e. 24 May 2011, in total 248,207,000 shares and votes, and the Company holds in total 7,790,895 of its own shares in treasury.
IN HELSINKI, ON 24 MAY 2011
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)45 6700 491, thomas.hoyer@ruukkigroup.fi
Markus Kivimäki, General Manager, Corporate Affairs, +358 (0)50 3495 687, markus.kivimaki@ruukkigroup.fi
Investec Bank Plc
Stephen Cooper, +44 (0)20 7597 5104, stephen.cooper@investec.co.uk
RBC Capital Markets
Martin Eales, +44 (0)20 7653 4000, martin.eales@rbccm.com
Peter Barrett-Lennard, +44 (0)20 7653 4000, peter.barrett-lennard@rbccm.com
Ruukki Group is a natural resources company with a mining and minerals business in southern Europe and southern Africa. The Company is listed on NASDAQ OMX Helsinki (RUG1V) and the Main Market of the London Stock Exchange (RKKI).
www.ruukkigroup.fi
Distribution:
NASDAQ OMX Helsinki
London Stock Exchange
main media
www.ruukkigroup.fi