07:00 London, 09:00 Helsinki, 14 June 2013 - Ruukki Group Plc, Stock Exchange Release
INVITATION TO THE EXTRAORDINARY GENERAL MEETING
The shareholders of Ruukki Group Plc are invited to attend the Extraordinary General Meeting to be held on 5 July 2013, starting at 10:00 a.m. (Finnish time) in Helsinki at Hotel Haven at the address: Unioninkatu 17, 00130, Helsinki, Finland.
The registration of the participants begins at 9:30 a.m.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING:
Opening of the meeting
Election of the chairman and election of the secretary
Approval of the agenda
Election of the scrutinizer of the minutes and the person to supervise the counting of votes
Recording the legality and quorum of the meeting
Adoption of the list of votes
Amending the Company's Articles of Association
The Board of Directors proposes that the article 1 of the company's Articles of Association is amended as follows:
The current article 1:
1 Company name and domicile
The name of the company is Ruukki Group Oyj and domicile is Helsinki.
The company name in English is Ruukki Group Plc.
The proposed new article 1:
1 Company name and domicile
The name of the company is Afarak Group Oyj and domicile is Helsinki.
The company name in English is Afarak Group Plc.
Resolution on the remuneration of the members of the Board of Directors
It is proposed to the Extraordinary General Meeting that the non-executive Board Members who serve on the Board's Committees shall be paid additional EUR 1,500 per month for the committee work. Directors' monthly remuneration fee of EUR 3,000 will remain unchanged.
Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The financial statements and proposals 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 least for three weeks preceding the Extraordinary 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 Extraordinary 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 19 July 2013.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
Right to attend
A shareholder who is registered no later than 25 June 2013 as a shareholder of the Company on the 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.
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 2 July 2013, either:
by letter to Ruukki Group Plc, Kasarmikatu 36, 00130 Helsinki;
by e-mail to ilmo@ruukkigroup.com; or
by fax to +358 10 440 7001.
The notice shall be at the company before the deadline of the notice to attend. In addition a shareholder is requested to declare 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 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.
Using representative and proxies
A shareholder has a right to attend the meeting and use his rights via representative. A representative must present a dated proxy or his 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 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.
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 2 July 2013 at 4:00 p.m. Helsinki time.
Holders of nominee registered shares
A holder of nominee registered shares is advised to request 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 organization 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 2 July 2013 at 10.00 a.m. Helsinki time.
Other instructions and information
Ruukki Group Plc has at the date of invitation, i.e. 14 June 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 14 JUNE 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, danko.koncar@ruukkigroup.com
Investec Bank Plc
Neil Elliot, +44 (0)20 7597 5970, neil.elliot@investec.co.uk
George Price, +44 (0)20 7597 5970, george.price@investec.co.uk
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