Notice of the Extraordinary General Meeting of Rautaruukki Corporation …

Rautaruukki Corporation Stock exchange release July 30 2014 at 9.30am EESTNOTICE OF THE EXTRAORDINARY GENERAL MEETING OF RAUTARUUKKI CORPORATION ON 27 AUGUST 2014 Notice is given to the shareholders of Rautaruukki Corporation that an Extraordinary General Meeting will be held on Wednesday 27 August 2014 at 2pm (EEST) at the headquarters of Rautaruukki Corporation, Suolakivenkatu 1, 00810 Helsinki, Finland. The reception of persons who have registered to attend the meeting and the distribution of voting slips will commence at 1.30pm (EEST). A. ITEMS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETINGThe Extraordinary General Meeting will transact the following business: 1. Opening of the Meeting2. Calling the Meeting to order3. Election of persons to scrutinise the minutes and to supervise the counting of votes4. Recording the legality of the Meeting5. Recording the attendance at the Meeting and adoption of the list of votes6. Resolution on the remuneration of the members of the Board of DirectorsThe company’s shareholder SSAB AB (publ) representing more than 95 per cent of Rautaruukki Corporation’s shares and votes will make its proposal on the remuneration of the members of the Board of Directors of Rautaruukki Corporation at the latest at the General Meeting.7. Resolution on the number of members of the Board of DirectorsThe company’s shareholder SSAB AB (publ) representing more than 95% of the shares and votes of Rautaruukki Corporation will make its proposal on the number of members of the Board of Directors of Rautaruukki Corporation at the latest at the General Meeting.8. Election of members of the Board of DirectorsThe company’s shareholder SSAB AB (publ) representing more than 95 % of the shares and votes of Rautaruukki Corporation will make its proposal for new members to be elected to replace the current members of the Rautaruukki Corporation’s Board of Directors, including the Chairman and the Deputy Chairman, at the latest at the General Meeting.9. Revoking the decision to establish a shareholders‘ Nomination BoardThe Board of Directors proposes that the General Meeting revoke the decision to establish a shareholders‘ Nomination Board made by the Annual General Meeting on 21 March 2013. At the same time, the function of the present Nomination Board would cease.10. Closing of the MeetingB. DOCUMENTS OF THE GENERAL MEETINGThe afore-mentioned proposal for the decision together with this Notice is available on Rautaruukki Corporation’s website at www.ruukki.com and at the meeting. The minutes of the meeting will be available on the above website as of 10 September 2014. C. INSTRUCTIONS FOR PARTICIPANTS IN THE GENERAL MEETING1. Shareholders registered in the shareholders‘ registerEach shareholder who is registered on Friday 15 August 2014 in the shareholders‘ register of the company 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 shareholders‘ register of the company. A shareholder, who is registered in the shareholders‘ register of the company and who wishes to participate in the Extraordinary General Meeting, must register his/her intent to do so by no later than 4pm (EEST) on Friday 22 August 2014. Such notice can be given:- on the company’s website http://www.ruukki.com/egm2014; – by telephone +358 50 315 9766 between 10am and 3pm (EEST), Monday to Friday;- by telefax +358 20 592 9104; or- by regular mail to Rautaruukki Corporation, Extraordinary General Meeting, PO Box 138, FI-00811 Helsinki, Finland. In connection with registration, a shareholder must state his/her name, personal identification number, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Rautaruukki Corporation are only used in connection with the Extraordinary General Meeting and with the processing of related registrations.2. Holders of nominee registered sharesA holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, i.e. on Friday 15 August 2014, would be entitled to be registered in the shareholders‘ register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting additionally requires that the shareholder on the basis of such shares has been registered in the temporary shareholders‘ register held by Euroclear Finland Ltd, at the latest by 10am (EEST) on Friday 22 August 2014. As regards nominee registered shares, this constitutes due registration for the Extraordinary General Meeting. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders‘ register of the company, the 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, in the temporary shareholders‘ register of the company at the latest by the time stated above.3. Proxy representative and powers of attorneyA shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting. Proxy documents, in original form, should be sent to Rautaruukki Corporation, Extraordinary General Meeting, PO Box 138, FI-00811 Helsinki, Finland before the registration deadline.4. Other instructions and information Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act – Finland, a shareholder who is present at the Extraordinary General Meeting has the right to request information relating to the business to be transacted at the Meeting. At the date of this Notice of the Extraordinary General Meeting, 29 July 2014, there are a total of 140,285,425 Rautaruukki Oyj shares which represent the same number of votes. Helsinki, 29 July 2014 RAUTARUUKKI CORPORATION Board of Directors Taina KyllonenSVP, Marketing & 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 8,600 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 2013 totalled Euro2.4 billion. The company’s share is quoted on NASDAQ OMX Helsinki (Rautaruukki Oyj: RTRKS). www.ruukki.com DISTRIBUTION:NASDAQ OMX HelsinkiMain mediawww.ruukki.com
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