March 2, 2004
15:40 CET
Notice of Annual General Meeting
Rautaruukki Corporation Stock Exchange Release 2 March 2004 at 4.40 pmThe shareholders of Rautaruukki Corporation are hereby invited to the
Annual General Meeting to be held on Tuesday, 23 March 2004, at 1:00
p.m. at the Marina Congress Center, Europaea Conference Room,
Katajanokanlaituri 6, Helsinki.
The following matters will be on the agenda of the Meeting:
1. The matters to be dealt with at the Annual General Meeting in
accordance with Article 20 of the Articles of Association
2. Proposal by the Board of Directors to authorise the Board of
Directors to resolve to dispose Rautaruukki shares held by the company
The Board of Directors proposes that the Board will be authorised,
within one year of the Annual General Meeting, to resolve to dispose of
the company's shares acquired by the company. The authorisation would
concern a maximum of 3.270.000 Rautaruukki series K shares held by the
company.
The authorisation will entitle the Board to resolve to whom, under which
terms and conditions and how many shares are disposed. Moreover, the
Board may decide upon the disposal of the Rautaruukki shares in another
proportion than that of the shareholders' pre-emptive right to the
shares of the company if there is an important financial reason for the
company for such disposal.
The shares would be disposed as consideration in acquisitions, in
financing investments or as a part of incentive and bonus schemes
directed to the personnel of the company. The Board may also decide to
sell the shares in public trade. The authorisation is not proposed to
include disposal of shares to the benefit of parties who are closely
associated with the company.
The authorisation will give the Board the right to decide the disposal
price and the principles on which it is determined, and the right to
dispose shares as payment in kind or otherwise on certain conditions or
by applying the right of set-off. The Board would decide on other
conditions, if any, for the disposal of the shares.
3. Proposal by the shareholder Mr George Jauhiainen to abolish the
Supervisory Board
4. Proposal by the Ministry of Trade and Industry of Finland to
establish a Nomination Committee
The Ministry of Trade and Industry of Finland representing the Finnish
State as Rautaruukki's shareholder proposes that the Annual General
Meeting decides to establish a Nomination Committee to prepare proposals
for the following General Meeting in 2005 regarding the composition of
the Board of Directors and director remuneration.
The Ministry of Trade and Industry of Finland proposes that
representatives of some major shareholders would be elected to the
Nomination Committee along with the Chairman of the Board of Directors
as an expert member. The right to appoint members representing the major
shareholders in the committee would be held by major shareholders of the
company on 1 December, prior to the Annual General Meeting. The
Nomination Committee would be convened by the Chairman of the Board of
Directors, and the Committee would elect a chairman from among its
members. The Nomination Committee would present its proposal to the
company's Board of Directors not later than 1 February prior to the
Annual General Meeting.
5.Composition of the Board of Directors
Shareholders representing over 40 % of the votes of the company propose
to the Annual General Meeting that five members will be elected to the
Board in addition to Chairman and Vice Chairman. The same shareholders
propose that Mr Jukka Viinanen be re-elected to continue as Chairman, Mr
Georg Ehrnrooth as Vice Chairman and of the present members of the Board
Mr Christer Granskog, Ms Pirkko Juntti, Mr Pekka Timonen and Ms Maarit
Toivanen-Koivisto as members of the Board until the end of the following
Annual General Meeting. Moreover, it is proposed that Ms Maarit Aarni be
elected as a new member of the Board for the same one-year term. Ms
Maarit Aarni acts as Executive Vice President in Borealis Group.
6. The Auditor
The Audit Committee of the Board has evaluated the performance and the
independence of the current auditor of the company, Ernst & Young Oy,
KHT -yhteisö, for the previous term. The Audit Committee recommends the
re-election of Ernst & Young Oy, KHT -yhteisö until the end of the
following Annual General Meeting.
Dividend
The Board of Directors has decided to propose to the Annual General
Meeting that a dividend of EUR 0,20 per share should be paid for the
year 2003. The dividend will be paid to shareholder who is inscribed as
a shareholder in the register of shareholders maintained by Finnish
Central Securities Depository Ltd on the matching day. In accordance
with the decision of the Board of Directors, the matching day for the
dividend payment will be 26 March 2004. The Board of Directors proposes
to the Annual General Meeting that the dividend will be paid on 2 April
2004.
Annual Accounts 2003 and the proposal by the Board of Directors
Rautaruukki Annual Accounts 2003 and the proposal by the Board mentioned
above in paragraph 2 are available as of 4 March 2004 at the latest at
Rautaruukki's Internet pages www.rautaruukki.com and at the company's
headquarters, Suolakivenkatu 1, Helsinki. The copies of the documents
will be sent to shareholders upon request, and they are also available
at the Meeting.
Right to Attend and Vote at the Meeting
In order to attend and have a right to vote at the Meeting,
1) a shareholder must be registered in the Registry of Shareholders of
Rautaruukki, held by Finnish Central Securities Depository Ltd, on
Friday, 12 March 2004 at the latest; and;
2) a shareholder must give a prior notice to attend the Meeting to
Rautaruukki by 4:00 p.m. (Finnish time) on Thursday, 18 March 2004.
In order to attend the Meeting, shareholders who hold their shares under
a name of a nominee must contact their bank, broker or other custodian
to be temporarily recorded in the Register of Shareholders. The
recording must be made effective on 12 March 2004, at the latest.
Prior Notice to Attend
A prior notice to attend the Meeting may be given either
- through Rautaruukki's Internet pages at www.rautaruukki.com;
- by email: yhtiokokous@rautaruukki.com;
- by letter to Rautaruukki Corporation, the Registry of Shareholders,
P.O. Box 138, FIN-00811 Helsinki;
- by telefax to +358 20 592 9104; or
- by telephone +358 20 592 9027 or +358 20 592 9002 from Monday to
Friday at 9:00 a.m.- 4:00 p.m. (Finnish time).
The notice should arrive before 4:00 p.m. (Finnish time) on Thursday, 18
March 2004.
Delivery of Proxies
Possible proxies for representing a shareholder at the Meeting should
arrive to the Registry of Shareholders of the company within the time
period given above.
Helsinki, 2 March 2004
RAUTARUUKKI CORPORATION
Board of Directors
Rautaruukki
Esko Lukkari
Vice President
(Stock Exchange and Financial Communications)
Distribution
Helsinki Exchanges
www.rautaruukki.com
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