Notice of Annual General Meeting of Rautaruukki...
Rautaruukki Corporation Stock Exchange Release 5 February 2009 at
12.30 pm
Notice is hereby given to shareholders that the Annual General
Meeting of Rautaruukki Corporation will be held on Tuesday 24 March
2009 at 2pm in the Congress Wing of Helsinki Fair Centre, Messuaukio
1, FI-00520 Helsinki. The reception of persons who have notified the
company of their intention to attend the meeting and the distribution
of voting slips will commence at 1pm.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to scrutinise the minutes and to supervise the
counting of votes
4. Recording the legality of the Meeting
5. Recording attendance at the Meeting and the list of votes
6. Presentation of the financial statements, report of the Board of
Directors and auditor's report for 2008, and the statement by the
Supervisory Board
Presentation of the CEO's review
7. Adoption of the parent company and consolidated financial
statements
8. Resolution on the use of the profit shown on the balance sheet and
the payment of dividend
The Board of Directors is to propose to the Annual General Meeting
that, on the basis of the adopted balance sheet, a dividend of EUR
1.35 per share be paid for 2008. The dividend will be paid to
shareholders entered as shareholder, at the dividend payment record
date 27 March 2009, in the company's shareholder register maintained
by Euroclear Finland Oy (Finnish Central Securities Depository Ltd).
The Board of Directors is to propose to the Annual General Meeting
that the dividend be paid on 8 April 2009.
9. Resolution on the discharge from liability of members of the
Supervisory Board, members of the Board of Directors and the CEO
10. Resolution on the fees of the Chairman, Deputy Chairman and
members of the Board of Directors
The Nomination Committee proposes that the fees of the Board of
Directors remain unchanged. The Chairman of the Board receives a fee
of EUR 5,600 per month, the Deputy Chairman EUR 3,500 per month and
members EUR 2,700 per month together with an attendance fee of EUR
600 for Board of Directors' committee meetings and Supervisory Board
meetings. Travel costs are indemnified according to the company's
travel rules.
11. Resolution on the number of members of the Board of Directors
The Nomination Committee proposes that the number of members of the
Board of Directors remain unchanged at seven.
12. Election of members of the Board of Directors
The Nomination Committee proposes that the present members of the
Board of Directors Maarit Aarni-Sirviö, Reino Hanhinen, Christer
Granskog, Pirkko Juntti, Kalle J. Korhonen and Liisa Leino be
re-elected for a further term of office lasting one year from the
2009 Annual General Meeting to the close of the 2010 Annual General
Meeting. Jukka Viinanen, Chairman of the Board since 2001, has
announced that he is no longer available when electing Board members
for the next term of office. The Nomination Committee proposes that
Hannu Ryöppönen BA (Bus Admin), (b. 1952) Deputy CEO, Stora Enso
Corporation, be elected to the Board of Directors as a new member.
Moreover, the Nomination Committee proposes that Reino Hanhinen be
elected as Chairman of the Board of Directors and that Christer
Granskog be elected Deputy Chairman.
13. Resolution on the fees of the Chairman, Deputy Chairman and
members of the Supervisory Board
14. Resolution on the number of members of the Supervisory Board
15. Election of the Chairman, Deputy Chairman and members of the
Supervisory Board
16. Resolution on the auditor's fees
The Board of Directors proposes that the auditor will be paid a fee
against invoice approved by the company.
17. Election of auditor
Based on the recommendation of the Audit Committee, the Board of
Directors proposes that the audit firm KPMG Oy Ab be re-elected as
the company's auditor.
18. Board of Directors' proposal to amend articles 4 and 11 of the
company's Articles of Association
The Board of Directors proposes that
- Article 4 of the company's Articles of Association be amended to
delete reference to the right of the Ministry of Trade and Industry
(Ministry of Employment and the Economy since 1 January 2008) to
elect one member to the Supervisory Board;
- Article 11 of the company's Articles of Association be amended so
that notice of the Annual General Meeting must be given no later than
21 days before the meeting.
19. Board of Directors' proposal to authorise the Board to acquire
the company's own shares
The Board of Directors proposes that the Annual General Meeting
grants the Board the authority to acquire a maximum of 12,000,000 of
the company's own shares, using the company's unrestricted equity, at
fair value at the date of acquisition, which shall be the prevailing
market price in public trading on NASDAQ OMX Helsinki. The proposed
authority supersedes the authority to acquire 12,000,000 shares
granted by the Annual General Meeting of 2 April 2008 and which now
expires. The authorisation is valid for 18 months from the date of
the decision of Annual General Meeting.
20. Board of Directors' proposal to authorise the Board to transfer
the company's treasury shares (share issue)
The Board of Directors proposes that the Annual General Meeting
grants the Board the authority to decide on a share issue that
includes the right to issue new shares or to transfer treasury shares
held by the company. It is proposed that the authority apply to a
maximum of 15,000,000 shares in total. The Board of Directors shall
have the right to decide who the shares are issued to or, in
disapplication of the pre-emption rights of existing shareholders, by
private placement, if there is an important financial reason for
doing so under the Limited Liability Companies Act. The authority
shall also include the right to decide on a bonus issue if there is a
particularly weighty financial reason to do so from the company's
point of view and taking into account the interests of all
shareholders. It is proposed that the authority be valid until the
close of the 2011 Annual General Meeting.
21. Proposal by the Solidium Oy to establish a shareholders'
Nomination Committee
Solidium Oy proposes that a Nomination Committee be established to
prepare proposals for the following Annual General Meeting regarding
the composition of the Board of Directors and directors' fees. The
Committee is to comprise a representative from each of the three
largest shareholders, the Chairman of the Board of Directors, who is
elected to the Committee as an expert member, together with one
member of the Board of Directors appointed by the members and who
shall be independent of the company's major shareholders. The right
to elect members to the Nomination Committee to represent
shareholders is vested in the three shareholders having the largest
share of the votes conveyed by all the company's shares as at 2
November preceding the Annual General Meeting. The chairman of the
Board of Directors convenes the Nomination Committee, which elects a
chairman from among its members. The Nomination Committee will
present its proposal to the company's Board of Directors by no later
than 1 February preceding the Annual General Meeting.
22. Other possible proposals to the Meeting
23. Closing of the Meeting
B. Documents of the Annual General Meeting
The proposals by the Board of Directors mentioned on the agenda
above, together with this Notice of the Annual General Meeting, may
be viewed on Rautaruukki Corporation's website at www.ruukki.com. The
company's annual report, which includes the account documents, will
be posted on the company's website above by 17 March 2009. Copies of
the documents will be sent to shareholders on request and will also
be available at the Annual General Meeting. The minutes of the Annual
General Meeting will be available for viewing on the website
mentioned above as of 7 April 2009.
C. Instructions for the participants in the Annual General Meeting
1. Right to attend and registration
Shareholders who, at Friday 13 March 2009, are entered in the
company's shareholder register maintained by Euroclear Finland Oy are
entitled to attend the Annual General Meeting. Shareholders whose
shares are registered in their personal book-entry account are
entered in the company's shareholder register.
Any shareholder wishing to attend the Annual General Meeting must
notify the company of their intention to do so by Wednesday 18 March
2009 at 4pm Finnish time. Notification may be made:
- online at www.ruukki.com;
- by email to yhtiokokous@ruukki.com;
- by calling +358 10 804 430 between 8am and 4pm, Monday to Friday;
- by fax to +358 20 592 9104;
- by letter to Rautaruukki Oyj, Osakerekisteri, PO Box 138, FI-00811
Helsinki.
Registration must include the shareholder's name, date of birth,
address, telephone number and the name of any assistant. Personal
information given to Rautaruukki Corporation will only be used in
connection with the Annual General Meeting and the related
registration processing.
Under Chapter 5, Section 25 of the Finnish Limited Liability
Companies Act, shareholders attending an Annual General Meeting have
the right to request information about the business transacted at the
Meeting.
2. Proxy representative and letters of proxy
Shareholders may attend the Annual General Meeting and exercise their
rights at the Meeting by way of proxy representation. Proxy
representatives must produce a dated letter of proxy or demonstrate
in some other reliable manner their right to represent the
shareholder at the Meeting.
Original letters of proxy are requested to be sent to Rautaruukki
Oyj, Osakerekisteri, PO Box 138, FI-00811 Helsinki before the close
of the registration deadline 18 March 2009.
3. Nominee-registered shareholders
Nominee-registered shareholders wishing to attend the Annual General
Meeting must enter their shares in the company's shareholder register
by the record date for the Meeting, 13 March 2009. Nominee-registered
shareholders are advised to request the necessary instructions
regarding entry in the company's shareholder register, the issuing of
proxy documents and registration for the Annual General Meeting from
their account holder.
4. Other instructions and information
At the date of this Notice, 5 February 2009, the total number of
shares and votes conveyed by these shares in Rautaruukki Corporation
is 140 255 479.
Finnish and English versions of Rautaruukki Corporation's Annual
Report 2008 will be published during the week commencing 16 March
2009. Copies of the report may be ordered by calling +358 20 592 9260
on weekdays between 8am and 4pm, Finnish time, or by email at
annualreport@ruukki.com. You can also request to have your name added
to the annual report mailing list at the same time. The annual report
will be posted on the company's website in pdf format and may be
ordered online at www.ruukki.com.
Helsinki, 5 February 2009
RAUTARUUKKI CORPORATION
Board of Directors
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.