Ruukki Group : INVITATION TO THE ANNUAL GENERAL MEETING 07:00 London, 09:00 Helsinki, 16 April 2013 - Ruukki Group Plc, Stock Exchange Release INVITATION TO THE ANNUAL GENERAL MEETING The shareholders of Ruukki Group Plc are invited to attend the Annual General Meeting to be held on 8 May 2013, starting at 10:00 a.m. (Helsinki time) in Helsinki at G.W. Sundmans at the address: Eteläranta 16, 00130, Helsinki, Finland. The registration of the participants begins at 9:30 a.m. A. MATTERS ON THE AGENDA OF THE ANNUAL 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 the legality and quorum of the meeting 6.Adoption of the list of votes 7.Review by the CEO 8.Presentation of the financial statements for the year ended 31 December 2012 and the report of the Board of Directors 9.Presentation of the auditor's report 10.Adoption of the financial statements and the group financial statements 11.Resolution on the use of profits and a capital redemption It is proposed to the Annual General Meeting that the company shall not pay a dividend in respect of the financial year ended on 31 December 2012. The Board of Directors proposes to the Annual General Meeting a capital redemption of EUR 0.01 per share for the year ended on 31 December 2012. The payment is proposed to be made from the company's fund for invested unrestricted equity. The capital redemption is to be paid to the shareholders who are registered on the company's shareholder register maintained by Euroclear Finland Ltd on the record date for payment, being 14 May 2013. Shares will commence trading without the right to the capital redemption payment on 9 May 2013 in London and 10 May 2013 in Helsinki. The Board of Directors proposes to the Annual General Meeting that the capital redemption shall be paid by the Company on 21 May 2013. 12.Resolution on the discharge of the members of the Board of Directors and the CEO from liability 13.Resolution on the remuneration of the members of the Board of Directors and of the Auditor It is proposed to the Annual General Meeting that all non-executive Board Members shall be paid EUR 3,000 per month. The executive Board Members shall not be paid remuneration for their work on the Board of Directors. The Board of Directors proposes to the Annual General Meeting that the company will pay the fee to the auditor against an invoice. 14.Resolution on the number of the members of the Board of Directors It is proposed that the number of members of the Board of Directors shall be six. 15.Election of the members of the Board of Directors It is proposed to the Annual General Meeting 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 re-elected for the next mandate that begins from the end of the General Meeting and ends at the end of the Annual General Meeting on 2014. 16.Election of the Auditor In accordance with the recommendation by the Company's Audit Committee, The Board of Directors proposes to the Annual General Meeting that Authorised Public Accountant Firm Ernst & Young Oy, shall be re-elected as the auditor of the company. Ernst & Young Oy has proposed that the auditor with the main responsibility would be APA Tomi Englund. 17.Authorizing the Board of Directors to decide upon share issue and upon issuing other special rights that give an entitlement to shares The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to issue ordinary shares and issue stock options and other special rights that attach to shares. By virtue of the authorization shares could be issued in one or more tranches up to a maximum of 24,843,200 new shares or shares owned by the company. This equates to approximately 10% of the company's current registered shares. The Board of Directors would, by virtue of the authorization, be entitled to decide upon the issuance of shares and upon the issuance of stock options and other special rights that attach to shares. The Board of Directors may use the authorization among other things to raise additional finance to enable corporate and business acquisitions or other arrangements and investments of business activity or for employee incentive and commitment schemes. The Board of Directors proposes that, by virtue of the authorization, the Board of Directors can decide both on shares issued for consideration and on shares issued without consideration. The payment of the subscription price could also be made with consideration other than cash. The authorization would contain the right to decide to derogate from shareholders' pre-emptive right to subscribe for shares provided that the conditions set out in the Companies' Act are fulfilled. The Board of Directors proposes that the authorization replaces all previous authorizations and that it is valid for two (2) years from the decision of the General Meeting. 18.Authorizing the Board of Directors to decide on the acquisition of own shares The Board of Directors proposes to the Annual General Meeting that the Board of Directors would be authorized to decide on the acquisition of the company's own shares. By virtue of the authorization concerning the acquisition of own shares, a maximum of 15,000,000 own shares could be acquired with the funds from the company's unrestricted shareholders' equity, however, only in such a way that the total number of own shares, which the Company and its subsidiaries have in their possession or as a pledge, does not exceed one tenth of all shares, in accordance with Section 11 of Chapter 15 of the Finnish Companies Act. The authorization covers the acquisition of shares publicly traded on NASDAQ OMX Helsinki Oy as well as those not publicly traded. The compensation paid for acquired shares shall be based on the market value. Derivative contracts, share loan agreements or other agreements may be made within laws and regulations if they are in accordance with customary market practice for capital markets. The authorization entitles the Board of Directors to make resolutions regarding acquisitions other than in relation to the shares owned by the shareholders (directed acquisition) in accordance with the preconditions set forth in the Companies Act. The Board of Directors proposes that the authorization concerning the acquisition of own shares would, among other things, be used to develop the company's capital structure, finance and execute corporate acquisitions and other arrangements, execute the company's share-based incentive systems or otherwise to execute transfers or cancellations. The acquisition of shares reduces the company's distributable non-restricted shareholders' equity. The Board of Directors proposes that the authorization replaces all previous authorizations and that it is valid for 18 months from the decision of the General Meeting. 19.Closing of the Meeting B. DOCUMENTS OF THE GENERAL MEETING Financial statements, proposals of the Board of Directors presented to the Annual 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 for at least three weeks preceding the Annual General Meeting at the company headquarters at the address: Kasarmikatu 36, 00130 Helsinki. In addition, the documents will be available for at least 21 days preceding the Annual General Meeting on the company's website at the address www.ruukkigroup.com. Copies of these documents will be sent to shareholders on request. The minutes of the Meeting will be available on the above mentioned website at the latest from 22 May 2013. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING 1.Right to attend A shareholder who no later than on 25 April 2013 is registered as the Company's shareholder in a shareholder register held by Euroclear Finland Ltd has the right to participate in the Annual 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. Helsinki time on 3 May 2013, either: *by letter to Ruukki Group Plc, Kasarmikatu 36, 00130 Helsinki; *by e-mail to firstname.lastname@example.org; or *by fax to +358 10 440 7001. The notice shall be at the company before the deadline of the notice to attend. A shareholder is requested to provide his name, identity number or business ID, address, phone number and the name of a possible representative. The personal data of shareholders shall be used only for purposes related to the general meeting and necessary registration related to that. Shareholders attending the general meeting have a right to request information concerning matters which are dealt with by the meeting as stated in the 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 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 Annual 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 are asked to be delivered in original form together with the notice to attend to address Ruukki Group Plc, Kasarmikatu 36, 00130 Helsinki before the end of notice period 3 May 2013 at 4:00 p.m. Helsinki time. 4.Holders of nominee registered shares A holder of nominee registered shares is advised to request from his custodian bank with sufficient advance notice, necessary instructions regarding registration in the Company's shareholder register, issuance of proxy documents and registration for the Annual General Meeting. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be entered into the Company's temporary shareholder register by no later than 3 May 2013 at 10.00 a.m. Helsinki time. 5.Other instructions and information Ruukki Group Plc has at the date of invitation, i.e. 16 April 2013, in total 248,432,000 shares and votes, and the company holds in total 4,297,437 own shares. Ruukki Group Plc has published the Report by the Board of Directors, the Financial Statements 2012, the Auditor's Report, the Corporate Governance Statement and the Remuneration Report in English and in Finnish. Shareholders may order the documents by phone from number +358 10 440 7000 on weekdays between 10:00 a.m. and 4:00 p.m. Helsinki time. The documents can also be found from the company website from address www.ruukkigroup.com. IN HELSINKI, ON 16 April 2013 RUUKKI GROUP PLC BOARD OF DIRECTORS This document is based on a translation into English of a document written in Finnish. In case of any discrepancies, inconsistencies or inaccuracies, the Finnish version shall prevail. For additional information, please contact: Ruukki Group Plc Danko Koncar, CEO, +44 (0)20 7376 1175, email@example.com Investec Bank Plc Neil Elliot, +44 (0)20 7597 5970, firstname.lastname@example.org George Price, +44 (0)20 7597 5970, email@example.com 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 ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Ruukki Group via Thomson Reuters ONE HUG#1693093
Ruukki Group : INVITATION TO THE ANNUAL GENERAL MEETING
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