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2014-07-23

SSAB: Preliminary result of SSAB's share exchange offer to Rautaruukki's shareholders

This stock exchange release may not be published or distributed, in
whole or in part, directly or indirectly, in the United States of
America, Australia, Canada, Hong Kong, Japan, New Zealand, South
Africa or any other country where such publication or distribution
would violate applicable laws or rules or would require additional
documents to be completed or registered or require any measure to be
undertaken, in addition to the requirements under Finnish and Swedish
law. For further information, please see "Important notice" in this
stock exchange release.

The offer period for the share exchange offer by SSAB AB (publ)
("SSAB") to the shareholders of Rautaruukki Corporation
("Rautaruukki") expired on July 22, 2014. According to the
preliminary result of the share exchange offer, the shares tendered
in the share exchange offer represent approximately 95.1 percent of
all the shares and votes in Rautaruukki. The Board of Directors of
SSAB has resolved to issue a total of up to 67,000,000 new class A
shares and up to 169,000,000 new class B shares as consideration in
the share exchange offer to the shareholders in Rautaruukki. The
final result of the share exchange offer will be confirmed and
announced on or about July 29, 2014.

As all the conditions to the completion of the share exchange offer
have been fulfilled, SSAB will complete the share exchange offer in
accordance with its terms and conditions, subject to the conditions
to the completion of the share exchange offer remaining fulfilled at
the time of completion.

On 23 July 2014, the Board of Directors of SSAB resolved, based on the
General Meeting's authorization, to issue a total of not more than
67,000,000 new class A shares and not more than 169,000,000 new class
B shares as consideration in the share exchange offer to the
shareholders in Rautaruukki. Payment for the subscribed shares will
be made by contribution of shares in Rautaruukki in accordance with
the terms of the share exchange offer. The share capital of SSAB will
increase by up to SEK 2,076,800,000 as a result of the issue. The
number of class A shares will increase from 240,765,832 to up to
307,765,832 and the number of class B shares will increase from
83,168,943 to up to 252,168,943. The new shares will correspond to up
to 42 per cent of the share capital and up to 25 per cent of the
votes in SSAB following completion of the issue.

SSAB has today submitted a listing application to NASDAQ OMX Helsinki
to have its class A and class B shares listed on the official list of
NASDAQ OMX Helsinki on a secondary listing basis.

The new shares in SSAB to be issued in the share exchange offer will
be delivered to the book-entry accounts of the shareholders of
Rautaruukki who have validly accepted the share exchange offer and
who have not validly withdrawn their acceptance on or about July 31,
2014. Trading in the new shares in SSAB is expected to commence on
the official list of NASDAQ OMX Helsinki preliminarily on August 1,
2014.

The combined company will be a leading producer on the global market
for Advanced High Strengths Steels (AHSS) and Quenched & Tempered
steels (Q&T), standard strip, plate and tubular products as well as
construction solutions. The combination will enhance the ability to
invest in product development, R&D and close collaboration with
customers. The combined company will have a global geographic
presence and be close to its customers in all regions.

The combination is expected to create substantial value for
shareholders in both SSAB and Rautaruukki stemming from both improved
earnings potential and realization of tangible cost synergies. The
cost synergies are expected to be realized through a more flexible
and efficient production system, more efficient supply chain,
purchasing optimization and streamlined administration.

The preliminary combined net sales for 2013 amounted to approximately
SEK 56 billion (EUR 6.4 billion) and the combined company will have
around 17,300 employees. The combined company will have steel
production facilities in Sweden, Finland and the United States with a
total annual steel production capacity of approximately 8.8 million
tonnes.

This information is published by SSAB pursuant to the requirements of
the Finnish Securities Market Act and the Swedish Securities Market
Act. Submitted for publication at 2.45 pm CET, July 23, 2014.

For further information, please contact:

Andreas Koch, Head of Investor Relations, andreas.koch@ssab.com,
+46 8 45 45 729

Important notice

This release may not be released or otherwise distributed, in whole or
in part, in or into the United States of America, Australia, Canada,
Hong Kong, Japan, New Zealand, South Africa or any other jurisdiction
where prohibited by applicable laws or rules. This release is not a
share exchange offer document or a prospectus and as such does not
constitute an offer or invitation to make a sales offer. Investors
shall accept the share exchange offer for the shares only on the
basis of the information provided in the share exchange offer
document and prospectus in respect of the share exchange offer.
Offers will not be made directly or indirectly in any jurisdiction
where either an offer or participation therein is prohibited by
applicable law or where any exchange offer document or registration
or other requirements would apply in addition to those undertaken in
Finland and Sweden.

The share exchange offer document and prospectus in respect of the
share exchange offer as well as related acceptance forms will not and
may not be distributed, forwarded or transmitted into, in or from any
jurisdiction where prohibited by applicable law. In particular, the
share exchange offer is not being made, directly or indirectly, in or
into, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa
or, subject to certain exceptions, the United States of America. The
share exchange offer cannot be accepted from within Australia,
Canada, Hong Kong, Japan, New Zealand, South Africa or, subject to
certain exceptions, the United States of America.

The SSAB shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), or
under any of the relevant securities laws of any state or other
jurisdiction of the United States of America. The SSAB shares may not
be offered or sold in the United States of America, except pursuant
to an exemption from the Securities Act or in a transaction not
subject to the registration requirements of the Securities Act.

It should be noted that certain statements herein which are not
historical facts, and statements preceded by "expects" or similar
expressions, may be forward-looking statements. These statements are
based on current decisions and plans and currently known factors.
They involve risks and uncertainties which may cause the actual
results to materially differ from the results currently expected.

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http://feed.ne.cision.com/client/waymaker1/WOLReleaseFile.aspx?id=286198...
http://mb.cision.com/Main/980/9620048/269289.pdf

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