Rautaruukki's Annual General Meeting to convene on 2 April 2003
February 20, 2003 10:31 CET

Rautaruukki's Annual General Meeting to convene on 2 April 2003

Rautaruukki Oyj Stock Exchange Release 20 February 2003 at 11.30 am

The Board of Directors has today decided on convening the General Meeting
of Shareholders on Wednesday, 2 April 2003 at 1 p.m. The Meeting is to be
held at the Marina Congress Center, Europaea Conference room, Helsinki,
Finland.

In addition to items prescribed in § 20 of the Company's Articles of
Association, the Meeting will be asked to decide on the following
proposals by the Board of Directors:

Issue of a bond loan with warrants to the personnel and to the personnel
fund

The Board of Directors proposes to the Annual General Meeting that as a
part of personnel's incentive program a bond loan with warrants of EUR
3,500,000 be issued and offered for subscription to Rautaruukki Group's
personnel and Rautaruukki's personnel fund. It is proposed that the
shareholders' pre-emptive right to subscription be deviated from, since
the bond loan with warrants is intended to form a part of an incentive
program of Rautaruukki Group's personnel.

Each person belonging to the personnel of Rautaruukki Group on 30 April
2003, except for persons who are part of the management's share bonus
scheme for the incentive period 2003 - 2005 shall be entitled to
subscribe for the bond loan.

To the proposed bond loan of EUR 3,500,000 will be attached a total
number of 1,400,000 warrants which entitle to subscribe for a maximum of
1,400,000 series K shares of Rautaruukki with a counter-value of EUR 1,70
each. The bond loan may be subscribed for between 5 May and 16 May 2003
and the term of the bond loan shall be from 23 May 2003 to 23 May 2006. A
fixed interest of five (5) per cent p.a. shall be paid on the loan.

One half of the warrants will be marked with the letter A and the other
half with the letter B. The subscription right of A warrants will
commence after maturity of the loan. A precondition for the entry into
force of the subscription right of B warrants is that the average
earnings per share of the Rautaruukki Group reaches or exceeds EUR 0,75
for any three successive years during the years 2003 - 2007.

The share subscription price is the trade volume weighted average price
of the share of Rautaruukki on the Helsinki Exchanges during the period
from 3 March to 31 March 2003 increased by thirty (30) per cent and
rounded to the closest ten (10) cents. The share subscription price shall
be deducted by the amount of the dividends decided after 23 May 2003 but
before share subscription.

The share subscription period on the basis of the warrants will commence
no earlier than 24 May 2006, and terminate no later than 23 May 2009. The
shares shall be paid upon subscription.

The share capital of Rautaruukki may be increased by a maximum of EUR
2,380,000, corresponding to approximately 1,0 per cent of the currently
registered share capital.

Proposal by the dividend

The Board of Directors proposes to the Annual General Meeting that the
dividend shall not be paid for the fiscal year 2002.


The notice of the General Annual Meeting and the proposals by the Board
of Directors to the Annual General Meeting will be available on
Rautaruukki's Internet pages at www.rautaruukki.com not later than 28
February 2003.


Rautaruukki Oyj


Ilkka Arjaluoto
Vice President, Financing


FURTHER INFORMATION
Tiina Bäckman, Deputy Director, Legal Affairs, tel. +358 9 4177 6268

DISTRIBUTION
Helsinki Exchanges
Principal Media