Notice from Solidium Oy about conditional chang...

Rautaruukki Corporation Stock exchange release 22 January 2014 at 9.30am EET

Rautaruukki Corporation has received notice from Solidium Oy about a conditional change in its holding of shares in the company.

Today, 22 January 2014, SSAB AB ("SSAB") announced its plan to make a public share exchange offer to all Rautaruukki Corporation's ("Rautaruukki") shareholders. The share exchange offer and ensuing proposed combination will be carried out in accordance with the combination agreement referred to below and is subject to, inter alia, valid tender of more than 90 per cent of Rautaruukki's shares by Rautaruukki shareholders. Completion of the transaction is also subject to the necessary regulatory approvals being obtained.

Rautaruukki and SSAB have, on 21 January 2014, entered into a combination agreement under which SSAB will launch a share exchange offer for all of the shares in Rautaruukki and will as the consideration for each share in Rautaruukki offer 0.4752 new A-shares and 1.2131 new B-shares in SSAB. The share exchange offer document and prospectus relating to the share exchange offer is expected to be published in late March or early April 2014 and the share exchange offer is expected to be completed in late April or early May 2014, unless extended.

In connection with the share exchange offer, Solidium Oy (business ID 2245475-9) ("Solidium") has, on 21January 2014, provided an undertaking to accept the share exchange offer. The undertaking given by Solidium will terminate under certain circumstances, including if (i) Rautaruukki's Board of Directors modifies or cancels its recommendation, (ii) the Annual General Meeting of SSAB does not pass all necessary resolutions for the completion of the share exchange offer, (iii) the combination agreement is terminated, (iv) SSAB has not at the latest on 31 December 2014 announced that it will complete the share exchange offer, or (v) subject to certain conditions, a more favourable public tender offer is made for Rautaruukki shares.

On 22 January 2014, Solidium announced that should the share exchange offer announced by SSAB be completed, Solidium's holding of Rautaruukki's shares would fall from 39.67 per cent to 0 per cent. As at 22 January 2014, Solidium holds 55,656,599 Rautaruukki shares, which corresponds to 39.67 of the total outstanding shares in Rautaruukki and to 39.67 per cent of the votes.

Solidium is a limited company wholly-owned by the Finnish State.

Taina Kyllönen
SVP, Marketing and Communications

Ruukki specialises in steel and steel construction. We provide customers with energy-efficient steel solutions for better living, working and moving. We have around 9,000 employees and an extensive distribution and dealer network across some 30 countries including the Nordic countries, Russia and elsewhere in Europe and the emerging markets, such as India, China and South America. Net sales in 2012 totalled €2.8 billion. The company's share is quoted on NASDAQ OMX Helsinki (Rautaruukki Oyj: RTRKS). www.ruukki.com

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

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Rautaruukki Oyj via Globenewswire

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