Last checked at 22 Oct 2010 17:47
17:47 London, 19:47 Helsinki, 22 October 2010 - Ruukki Group Plc, Stock Exchange
Release
NOTICE TO THE EXTRAORDINARY GENERAL MEETING
Notice is given to the shareholders of Ruukki Group Plc to the Extraordinary General Meeting to be held on 17 November 2010, starting at 09:00 a.m. in Espoo at the address Keilasatama 5, Espoo, Finland.
The reception of persons who have registered for the meeting begins at 8:30 a.m. in the meeting facilities.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING:
1. Opening of the Meeting
2. Election of the Chairman and Secretary
3. Approval of the agenda
4. Election of the scrutinizer of the minutes and the person to supervise the counting of votes
5. Recording the legality and quorum of the Meeting
6. Adoption of the list of votes
7. The acquisition of Chromex Mining plc
The Board of Directors proposes to the Extraordinary General Meeting that the arrangements between the Company, Kermas Limited and Synergy Africa Limited relating to the formation and financing of the acquisition vehicle Synergy Africa Limited and the acquisition and subsequent holding of shares in Chromex Mining plc as detailed in the circular dated 22 October 2010 (the "Circular") and the Joint Venture Agreement, the Shareholder Loan Facilities and the Kermas RHL Loan Facility (as defined in the Circular) be approved and that the Board of Directors be authorized to take all such steps as may be necessary or acceptable in relation thereto and to carry the same into effect with such modifications, variations, revisions or amendments (providing such modifications, variations, revisions or amendments are not of a material nature) as the Board of Directors shall deem necessary or desirable.
The Circular has been released as a stock exchange release on 22 October 2010 and it is also available as a Board proposal to the Extraordinary General Meeting on the Company's website at www.ruukkigroup.fi.
8. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
Documents to be kept on view in accordance with the Finnish Companies Act are available for the shareholders' inspection no later than a week before the Extraordinary General Meeting at the Company's headquarters at the address Keilasatama 5, FI-02150 Espoo. In addition, the documents will be available no later than 21 days before the Extraordinary General Meeting on the Company's website at the address www.ruukkigroup.fi. Copies of these documents will be sent to the shareholders on request.
The minutes of the Meeting will be available on the above-mentioned website as of 1 December 2010 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. Right to attend
A shareholder who no later than on 5 November 2010 is registered as the Company's shareholder in a shareholder 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.
2. Notice to attend
A shareholder wishing to attend the Meeting shall give the Company a notice to attend the meeting no later than by Friday 12 November 2010 at 4:00 p.m., either:
- by letter to Ruukki Group Plc, Keilasatama 5, 02150 Espoo;
- by e-mail to ilmo@ruukkigroup.fi; or
- by fax on +358 10 440 7001.
The notice shall be at the Company before the deadline of the notice to attend. A shareholder is also requested to inform, besides his/her name, his/her identity number or business ID, address, phone number and the name of a possible representative. The personal data of shareholders shall be used only for purposes related to the General Meeting and necessary registration related thereto.
According to section 25 of Chapter 5 of the Finnish Companies Act, shareholders attending the General Meeting have the right to request information concerning matters which are discussed at the meeting.
3. Proxy representative and powers of attorney
A shareholder has the right to attend the Meeting and exercise his/her rights 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. 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.
Possible proxy documents are requested to be delivered in originals together with the notice to attend to address Ruukki Group Plc, Keilasatama 5, FI-02150 Espoo before the end of notice period 12 November 2010 2010 at 4:00 p.m.
4. Holders of nominee registered shares
A holder of nominee registered shares is advised to request in good time 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 12 November 2010 at 10 a.m.
5. Other instructions and information
On the date of this notice to the Extraordinary General Meeting, 22 October 2010, the total number of shares and votes in Ruukki Group Plc is 248,207,000, and the company holds in total 8,740,895 own shares.
ESPOO, ON 22 OCTOBER 2010
RUUKKI GROUP PLC
BOARD OF DIRECTORS
For additional information, please contact:
Ruukki Group Plc
Dr Jelena Manojlovic, Chairman: +44 20 7368 6763
www.ruukkigroup.fi
Investec Bank plc
Stephen Cooper: +44 20 7597 5104
Pelham Bell Pottinger
Charles Vivian: +44 20 7861 3126
James MacFarlane: +44 20 7861 3864