SUMMARY OF RELEASES AND NEWS PUBLISHED THROUGH THE STOCK EXCHANGE DURING THE FINANCIAL YEAR 2007

Transcription

1 1 (7) SUMMARY OF RELEASES AND NEWS PUBLISHED THROUGH THE STOCK EXCHANGE DURING THE FINANCIAL YEAR 2007 All stock exchange releases and investor news published by Ruukki Group Plc are available at the company s web site at: Below there is a summary of financial year 2007 stock exchange releases and investor news categorised by content. 1. FINANCIAL INFORMATION Financial Statements Review 1 Jan Dec Interim Report 1 Jan Mar Interim Report 1 Jan Jun Interim Report 1 Jan Sep GENERAL MEETINGS Annual General Meeting Decisions: - The company s and group s profit and loss account and balance sheet for financial year 2007 were approved, and Board members and Managing Director were discharged for liability; - Dividend distribution: EUR 0.03 per share; - Board members elected: Danielsson, Mäkelä, Haapanen, Honkala, Kankaala, Lainema, Vikkula, Vilppula; - Auditors elected: APA Reino Tikkanen and KPMG Oy Ab; - Annual Board fees: members EUR 6,000, vice chairman EUR 9,000 and chairman EUR 12,000; - Partial amendment of the articles of association as made possible by the new Companies Act; - Conditions of option scheme I/2005 changes as enabled by the new Companies Act; - Directed free share issue to the sellers of Lappipaneli Oy and Pan- Oston Oy to pay the earn-out liabilities of acquisitions; - Annual General Meeting authorised the Board to decide on a share issue and on granting options and other special rights that give entitlement to shares. By virtue of this authorisation, the maximum number of shares to be issued in one or more lots is 25,000,000 new shares or treasury shares held by the company, which represents about 17.9 per cent of total number of registered shares. The authorisation is valid for two years;

2 2 (7) - Decision to publicly sell all the shares in the joint book-entry account of whose part a registration of ownership to a book-entry account has not been demanded even though five years have passed since the registration date Extraordinary General Meeting Decisions: - General Meeting elected Arno Pelkonen and Timo Poranen as new board members. Mikko Haapanen, Markku Kankaala, Matti Lainema, Kai Mäkelä, Matti Vikkula and Ahti Vilppula continue being members of the Board. Timo Honkala and Fredrik Danielsson, previously Board members announced their departure at 12 June 2007; - Articles of association was changed so that the business description was specified further and that the company name in English is Ruukki Group Plc; The General meeting decided, in accordance with the Board s proposal, to execute a paid directed share offering and related overallotment share issue option primarily to finance part of planned investments in Russia. In the directed offering a minimum of 100,000,000 and a maximum of 130,000,000 new shares were decided to be offered for shareholders and institutional investors with subscription price range of EUR 1.90 EUR Moreover, the Board was authorised to decide on additional maximum 20,000,000 new shares to be issued in order to cover potential over-demand. 3. ACQUISITIONS AND DIVESTMENTS Ruukki Group increasing ownership in Incap Furniture Oy via directed share issue to 70.3 % Ruukki Group ownership increase Furniture Business finalised Ruukki Group Oyj acquired all the shares of Oplax Oy The total acquisition cost of Tervolan Saha ja Höyläämö Oy, acquired in 2006, estimated to be EUR 8.1 million Ruukki Group s House Building segment acquires 70.1 % stake in Pohjolan Design-Sähkö Oy Ruukki Group sells all shares in its subsidiary Pan-Oston Oy

3 3 (7) 4. PLANNED RUSSIAN INVESTMENTS Ruukki Group s Kostroma investment agreements registered Ruukki Group has agreed on the possibility to expand the mill investments in Kostroma Russia a share issue is being planned Ruukki Group s amended Kostroma investment agreements registered Ruukki Group enters into agreement on the main production machinery of Russian sawmill Ruukki Group enters into agreement on the machinery of Russian sawmill 5. OTHER PUBLISHED ISSUES Ruukki Group Care Services segment operations growing Invitation to Ruukki Group Plc s press and analysts briefing Annual report 2006 published Propositions by Ruukki Group Plc s Board to the Annual General Meeting and the Notice to convene the AGM Proposal for the members of Ruukki Group s Board of Directors Changes in top management of Furniture Business segment A corrected edition of the annual report published Invitation to Ruukki Group Plc s press and analysts briefing Propositions by Ruukki Group Plc s Board to the Extraordinary General Meeting and the Notice to convene the EGM Ruukki Group Plc Board decided to establish audit committee Ruukki Group Plc s Board of Directors decided to redefine the directed share issue proposition to the Extraordinary General Meeting Ruukki Group Plc s Board and management is being strengthened: proposition for new Board members and decision to appoint Matti Vikkula as CEO; and the related decision and Matti Vikkula s incentive scheme including directed share issue for free

4 4 (7) Ruukki Group Plc s Board of Directors has decided to redefine dividend policy Ruukki Group Plc s offering circular is published additional information included in the offering circular Ruukki Group Plc s subsidiary Oplax Oy has appointed new CEO Over-demand in Ruukki Group Plc s directed share issue Fire at Lestijärvi mill of Furniture Business segment Subscriptions approved in Ruukki Group Plc s directed offering Subscriptions approved in Ruukki Group Plc s directed offering and new shares registered Shares directed to Ruukki Group Plc s future CEO have been registered No stabilization activities will be undertaken in Ruukki Group Plc s directed offering; the manager of the will exercise the over-allotment option in full Over-allotment shares subscribed for by the manager in Ruukki Group Plc s directed offering Over-allotment shares in Ruukki Group Plc s directed offering have been registered Invitation to Ruukki Group Plc s press and analysts briefing Ruukki Group Plc s audit committee members appointed Changes in Ruukki Group management realised: Matti Lainema starts as Chairman and Matti Vikkula as CEO CEO incentive scheme Ruukki name related dispute been given court of appeal decision Ruukki Group specifies the public information related to the production facilities to be closed down by Stora Enso Co-determination negotiations at Lestijärvi mill of the Furniture Business segment started

5 5 (7) Invitation to Ruukki Group Plc s press and analysts briefing Co-determination negotiations at Lestijärvi mill of the Furniture Business segment ended New share-based incentive scheme for Ruukki Group key persons for Ruukki Group Plc s financial reporting and Annual General Meeting in Oplax, part of Sawmilling Business segment, entered into significant delivery agreement Solution proposed for Kemijärvi pulp mill 6. TECHNICAL CHANGES RELATED TO SHARES Technical changes related to Ruukki Group Oyj shares: 3,652,000 new shares based on conversions of the convertible bond notes ,652,000 new shares traded as separate series will be combined with the old shares on 4 May Technical changes related to Ruukki Group Oyj shares: 20,000 new shares based on conversions of the convertible bond notes 7. FLAGGING NOTICES (announcements pursuant to chapter 2, section 10 of the Securities Market Act) Notice given by: Mandatum Pankkiiriliike Oy Ownership change: above 1/ Notice given by: Mandatum Pankkiiriliike Oy Ownership change: below 1/ Notice given by: Nordea Pankki Suomi Oyj Ownership change: above 3/ Notice given by: Nordea Pankki Suomi Oyj Ownership change: will be below 1/ Notice given by: Evli Pankki Oyj Ownership change: below1/20

6 6 (7) Notice given by: Markku Kankaala Ownership change: below 1/ Notice given by: Oy Herttakakkonen Ab Ownership change: below 1/ Notice given by: Helsingin Mekaanikontalo Oy Ownership change: below 1/ Notice given by: Procomex S.A. and Helsingin Mekaanikontalo Ownership change: below 1/ Notice given by: Nordea Pankki Suomi Oyj Ownership change: below 3/20, will be below 1/ Notice given by: JPMorgan Chase & Co. Ownership change: above 1/ Notice given by: Nordea Pankki Suomi Oyj Ownership change: above 3/20, will be below 3/20 and 1/ Notice given by: Nordea Pankki Suomi Oyj Ownership change: above 1/5, will be below 3/20 and 1/ Notice given by: Moncheur & Cie SA and Pierre Moncheur Ownership change: below 1/ Notice given by: Oy Herttakakkonen Ab Ownership change: above 1/ Notice given by: JPMorgan Chase & Co. Ownership change: above 1/ Notice given by: Nordea Pankki Suomi Oyj Ownership change: above 1/ Notice given by: EVLI Pankki Oyj Ownership change: above 1/ Notice given by: Procomex S.A. Ownership change: above 3/ Notice given by: Procomex S.A. and Helsingin Mekaanikontalo Ownership change: above 1/4

7 7 (7) Notice given by: Nordea Pankki Suomi Oyj Ownership change: above 1/4, not fallen below 1/5