Other transactions

Furniture business (discontinued operation)

Incap Furniture Oy (December 2008)

• seller Ruukki Group Plc
• disposal of a 23% stake; after the transaction the Group’s holding 48.3%
• selling price EUR 200 paid in cash
• The sale of shares is based on the objective, disclosed by the Ruukki Group Plc Board in connection with the interim report for Q3/2008 on 4 November 2008, of initiating processes to partially or fully relinquish ownership in the furniture business.

Incap Furniture Oy (February 2007)

• buyer Ruukki Group Plc
• acquisition of a 23.2% stake; after the acquisition the Group’s holding 70.3%
• purchase price EUR 0.9 million that was used to convert loan receivables to equity in the target company
• Acquiring a majority holding in the furniture manufacturing was a continuation of Ruukki’s strategy to grow and invest in wood-based product areas and in Russia.

Incap Furniture Oy (February and May 2006)

• buyer Ruukki Group Plc: acquisition of a 39.1% stake, purchase price EUR 2.4 million paid in cash
• buyer Hirviset Group Oy: effectively about 8 percentage unit increase in the Group’s holding as a result of selling Hirviset Oy through a share swap
• after the transactions the Group’s holding 47%
• The new Incap Furniture group strengthened its position as Finland’s leading manufacturer of wood-based furniture, with potential to increase exports markedly from current levels. The company’s aim was to grow into one of the world’s leading manufacturers of prefabricated modular furniture with future manufacturing operations outside Finland, too.

Hirviset Group (October 2004)

• buyer Ruukki Group Plc
• Ruukki Group Plc owns a 50% stake in Hirviset Group Oy, a new group formed as a result of restructuring the wooden component production; both parties have a long-term option of demanding the holdings of Jarmo Hirvinen be transferred to Ruukki
• total investment EUR 6.1 million
• before the restructuring Ruukki had in September acquired 100% of Puusepänliike Hirviset Oy, a producer of solid wood furniture located in Lestijärvi
• Hirviset Group’s business comprises the previous business operations of Hirviset Oy, Ruukki Wood Oy, Ruukki Components Oy, and Ruukki Furniture Oy
• Hirviset Group’s aim was to form a synergistic operational entity larger than its previous parts, with the potential to serve the largest and most demanding international customers. Moreover, a basis for possible future restructuring was taken into account in the formation of Hirviset Group.

Care services (discontinued operation)

Mikeva Oy (June 2008)

• seller Ruukki Group Plc
• disposal of all share capital
• selling price EUR 13.0 million
• The transaction was related to the shift in Ruukki Group’s strategic focus, involving a greater focus on business operations in Wood Processing and striving to expand in the minerals business.

Terveyspalvelut Mendis Oy (August 2006)

• buyer Mikeva Oy
• acquisition of all share capital
• purchase price EUR 2.0 million paid at the closing; in addition, possible additional purchase price items were included and specified as dependent on the financial result of Terveyspalvelut Mendis Oy in the next three years
• The transaction strengthened Ruukki’s Care Services considerably.

Mikon Kuntoutuskodit Oy (August 2005)

• buyer Mikeva Oy (Pohjanranta Oy)
• acquisition of all share capital
• purchase price EUR 1.3 million paid at the closing and shortly after; in addition, additional earn-out purchase consideration was included and specified as dependent on the financial result of Mikon Kuntoutuskodit Oy in the next two years
• The acquisition supported the goal of Care Services which is to focus on the sectors of mental health, care of the mentally handicapped, and care of the aged and on continuing to develop the service range.

Kalottipro Oy (February 2004)

• buyer Ruukki Group Plc
• acquisition of all share capital
• purchase price paid through a directed issue of a total of 10,000,000 Ruukki Group Plc shares to the seller
• Kalottipro Oy was merged with the business of Jussin Kodit Oy, a Ruukki Group company

Jussin Kodit Oy (June 2003)

• buyer Ruukki Group Plc (A Company Finland Plc)
• acquisition of all share capital
• purchase price paid through a directed issue of a total of 60,000,200 new A Company Finland Plc shares to the seller; in addition sellers entitled to eventual additional compensation based on the financial performance of Jussin Kodit Oy in 2003–2006

Metal industry

Selka-line Oy (August 2008)

• seller Alumni Oy
• disposal of a 80.6% stake; after the transaction holding 19.4%
• selling price EUR 10 thousand
• The transaction was related to the shift in Ruukki Group’s strategic focus, involving a greater focus on business operations in Wood Processing and striving to expand in the minerals business.

Pan-Oston Oy (January 2008)

• seller Alumni Oy
• disposal of all share capital
• selling price EUR 3.0 million
• The transaction was related to the shift in Ruukki Group’s strategic focus, involving a greater focus on business operations in Wood Processing and striving to expand in the minerals business.

Selka Oy-line Oy (June 2004)

• buyer Alumni Oy
• acquisition of all share capital
• purchase price EUR 1.8 million
• The aim of the transaction was to strengthen the Group’s metal industry business area.

Pan-Oston Oy (September 2003)

• buyer Ruukki Group Plc (A Company Finland Plc)
• acquisition of all share capital through a share swap transaction
• as purchase consideration A Company assigned a total of 137,470,000 new shares in the company; in addition, A Company paid an additional purchase price equivalent to 47% of Pan-Oston Oy’s profit for 2003–2006
• The arrangement was aimed at ensuring the continuous development of Pan Oston Oy’s service ability in its core competence area while the company expanded its product portfolio and market area to include not only Finland but the Baltic and other Nordic countries, too.

Others

A Company Finland Plc and Ruukki Group Oy merged (May 2003)

• A Company Finland Plc acquired the majority of shares in Ruukki Group Oy through a share swap transaction
• the arrangement involved A Company purchasing about 90.5% of Ruukki Group Oy’s share capital from its two majority owners Esa Hukkanen (45.25%) and Markku Kankaala (45.25%)
• A Company targeted 280,600,000 new A Company Finland Plc shares to the sellers through a share swap transaction
• in connection with the arrangement, the name of A Company was changed to Ruukki Group Plc and the company’s domicile became Oulunsalo
• The aim of the merger was to form a high-quality diverse centre of expertise, operating as a development company, for small and medium-sized enterprises engaged in trade, services, and industry operations in the Finnish business environment.