23 maart, 2006
14:30 CET
The resolutions of Rautaruukki's Annual General Meeting
Rautaruukki Oyj Stock Exchange Release 23 March 2006 at 15.30Rautaruukki Corporation's Annual General Meeting (AGM) approved today thefinancial statements and discharged the members of the Supervisory Board, theBoard of Directors and the President & CEO from liability for the financial year2005. The Meeting decided that a dividend of EUR 1.40 per share will bedistributed for 2005. The dividend will be paid on 4 April 2006 to a shareholderwho is inscribed as a shareholder in the Registry of shareholders maintained bythe Finnish Central Securities Depository Ltd on the matching day, 28 March 2006.The AGM elected Rautaruukki's Board of Directors to serve until the end of theAGM 2007. Mr Jukka Viinanen was re-elected as Chairman of the Board, and Mr GeorgEhrnrooth was re-elected as Deputy Chairman. Ms Maarit Aarni, Mr ChristerGranskog, Ms Pirkko Juntti, Mr Kalle J. Korhonen and Ms Kiuru Schalin were re-elected as members of the Board of Directors. Mr Reino Hanhinen, the Chairman ofthe Board of Directors of YIT-Yhtymä Oyj, was elected as new member of the Board.The AGM elected the Supervisory Board to serve until the end of the AGM 2007. MrTuro Bergman was re-elected as Chairman and Mr Jouko Skinnari was re-elected asDeputy Chairman. Re-elected to seats on the Supervisory Board were Mr HeikkiAllonen, Ms Inkeri Kerola, Ms Miapetra Kumpula-Natri, Mr Petri Neittaanmäki, MrTapani Tölli and Mr Lasse Virén. Mr Markku Tynkkynen, Executive Vice President,Resources, of UPM-Kymmene Corporation, was elected as new member of theSupervisory Board.Ernst & Young Oy, Mr Pekka Luoma, Authorized Public Accountant, was re-elected asthe Company's Auditor.The Annual General Meeting authorized the Board of Directors to resolve torepurchase a maximum of 11,000,000 Rautaruukki series K shares (7.92% of thetotal number of shares) by using funds available for distribution of profits. Theshares can be repurchased for the purpose of developing the capital structure ofthe Company, for using the shares in financing corporate acquisitions or otherarrangements, for using them as a part of the Company's or its subsidiaries' keypersonnel's incentive plans or otherwise disposing or invalidating them. Shareswill be repurchased in public trade on the Helsinki Stock Exchange at theprevailing market price. The Board of Directors decides on other conditions, ifany, for the repurchase of the shares. The authorization is valid for one yearfrom the Annual General Meeting.The Annual General Meeting authorized the Board of Directors to resolve todispose a maximum of 13,592,697 Rautaruukki series K shares. The authorizationwill entitle the Board to resolve to whom, under which terms and conditions andhow many shares are disposed. The shares can be disposed in another proportionthan that of the shareholders' pre-emptive right if there is an importantfinancial reason for the Company such as strengthening of the Company's capitalstructure, financing or carrying out corporate acquisitions or other arrangementsas well as using the shares as a part of the Company's or its subsidiaries' keypersonnel's incentive plans. The Board of Directors may also decide to sell theshares in public trade on the Helsinki Stock Exchange. The Board of Directorsdecides on other conditions, if any, for the disposal of the shares. Theauthorization is valid for one year from the Annual General Meeting.The Annual General Meeting decided to reject the proposal by the shareholder MrGeorge Jauhiainen to abolish the Supervisory Board.The Annual General Meeting decided to approve the proposal by the Board ofDirectors to partially amend the Article 5 of the Articles of Association so,that the sentence "The Chairman of the Supervisory Board has the right to bepresent at the meetings of the Board of Directors" shall be withdrawn.The Annual General Meeting decided to establish a Nomination Committee to prepareproposals for the following Annual General Meeting regarding the composition ofthe Board of Directors and director remuneration.The minutes of the Annual General Meeting will be available for viewing by theshareholders at the Company's head office at the latest April 6, 2006.ADDITIONAL INFORMATIONSakari Tamminen, President & CEO, tel. +358 20 592 9075Tiina Bäckman, General Counsel, tel. +358 20 592 9068Rautaruukki CorporationTaina KyllönenVP, Corporate CommunicationsRuukki supplies metal-based components, systems and integrated systems to theconstruction and mechanical engineering industries. The company has a wideselection of metal products and services. Ruukki has operations in 23 countriesand employs 12,000 people. Net sales in 2005 totalled EUR 3.7 billion. Thecompany's share is quoted on the Helsinki Exchanges (Rautaruukki Corporation:RTRKS). The Corporation has used the marketing name Ruukki since 2004.DISTRIBUTIONHelsinki ExchangesPrincipal Media