The Board of Directors proposes that the Extraordinary ... - SSAB

Translation
Complete proposals by the Board of Directors of SSAB Svenskt Stål AB (publ) regarding
authorization for the Board to decide upon buybacks of the Company's shares (item 6 on
the agenda) and the Board's reasoned statement (Chapter 19, section 22 of the Swedish
Companies Act).
Complete proposals by the Board of Directors regarding authorization for the Board to
decide upon buybacks of the Company's shares (item 6 on the agenda)
The Board of Directors proposes that the Extraordinary General Meeting authorize the
Board to decide on buybacks of the Company's shares on the following conditions.
1. Buybacks of shares may take place on the OMX Nordic Exchange Stockholm
("Stockholm Stock Exchange") and may relate to class A and/or class B
shares.
2. The authorization may be exercised on one or more occasions prior to the
2009 Annual General Meeting.
3. Such a maximum number of shares may be acquired that the Company's
holding from time to time does not exceed 10 percent of all shares in the
Company.
4. Buybacks of shares on the Stockholm Stock Exchange may take place only at
a price within the spread between the highest bid price and lowest ask price
registered from time to time.
5. The Board of Directors shall be entitled to decide on other terms and
conditions for the buyback.
6. The General Meeting authorizes the Chairman of the Board to effect such
adjustments to the resolution as may prove necessary in connection with the
implementation of the resolution.
The background to the above proposal is that following the sale of the tubular operations
in North America and due to the strong operating cash flow since the acquisition of
IPSCO, the Company's balance sheet has been restored to a strong level and the proposal
is aimed at providing the Board of Directors with an instrument, until the 2009 Annual
General Meeting, to be able to adjust the capital structure in line with the Group's
financial targets.
________________
The Company currently holds no shares in treasury.

Following the 2007 allocation of profit and dividends, the disposable amount pursuant to
Chapter 19, section 23 of the Swedish Companies Act is SEK 18,718 million, of which
the share premium reserve amounts to SEK 9,391 million and the fair value reserve to
SEK 235 million and the remaining disposable profits after the year´s dividend amounts
to SEK 9,092 million.
The Board of Directors intends to propose to the 2009 Annual General Meeting that a
resolution be adopted regarding cancellation of treasury shares through a reduction in the
Company's share capital without repayment to the shareholders.
In order to be valid, a resolution by the General Meeting in accordance with the Board's
proposals as stated above must be supported by shareholders with not less than two-thirds
of the votes cast and the shares represented at the meeting.
Reasoned statement regarding the Board of Directors' proposal for authorization for the
Board to decide upon buybacks of the Company's shares (Chapter 19, section 22 of the
Swedish Companies Act)
In order to be able to adjust the capital structure in line with the Group's financial targets,
the Board has proposed that the Extraordinary General Meeting authorize the Board,
during the period until the next Annual General Meeting, to decide upon buybacks of
shares as set forth in the above proposal.
For the reasons stated below, the Board of Directors is of the view that the proposed
buyback is defensible taking into consideration the provisions of Chapter 17, section 3,
second and third paragraphs of the Swedish Companies Act.
Reasons
The proposed authorization for the Board of Directors to decide upon buybacks of shares,
if exercised in full, amounts to approximately SEK 3,700 million at an average share
price of SEK 115 per share. This sum is well accommodated within the disposable profits
from the Annual General Meeting 2008 also after the resolved and implemented dividend
totaling SEK 1,620 million. Unrestricted equity after the 2007 allocation of profit and
dividend amounts to SEK 18,718 million, of which the share premium reserve amounts to
SEK 9,391 million and the fair value reserve to SEK 235 million, which means that the
remaining disposable profits after the year´s dividend amounts to SEK 9,092 million. The
Board of Directors is of the view that there is full coverage for the Company's restricted
equity after buybacks of shares in accordance with the proposed authorization.
The Board also finds that the proposed authorization regarding buybacks of shares is
defensible in light of the provisions of Chapter 17, section 3, second and third paragraphs
of the Swedish Companies Act (the nature, scope and risks associated with the operations
as well as the need to strengthen the balance sheet, liquidity and financial position in
general). In this context, the Board of Directors wishes to emphasize the following.
The nature, scope and risks associated with the operations
The nature and scope of the operations are set forth in the bylaws and in presented annual
reports. The operations conducted by the Company and Group companies do not result in

any risks other than such as occur or may be expected to arise in the industry or the risks
which are generally associated with the conduct of business operations. Events of
material significance for the operations are set forth in presented annual reports and the
presented interim report for the second quarter of 2008. On August 21, 2008 the Board
adopted a resolution regarding a capital expenditure program totaling SEK 5.3 billion.
The program will be implemented in stages and fully implemented by the end of 2012.
The capital expenditures will be financed through internally generated cash flows.
Subsequent to the publication of the interim report for the second quarter of 2008, no
event has occurred which materially affects the Company's ability to make value transfers
to the Company's shareholders.
The Company's need to strengthen the balance sheet, its liquidity and financial position in
general
The Board of Directors assesses that the Company and Group's equity, also after full
exercise of the proposed authorization regarding buybacks of shares as set forth above,
will be sufficiently large in relation to the nature, scope and risks associated with the
operations. In this context, the Board takes into consideration, among other things, the
Company and Group's historical development, budgeted development, capital expenditure
plans and macroeconomic conditions. It is particularly noted that since the acquisition of
IPSCO the Company has enjoyed a strong operating cash flow and that the tubular
operations within IPSCO have been successfully divested, as a consequence of which the
balance sheet is once again strong with indebtedness close to the Company's long-term
targets (see the section in the annual report entitled Strategy, plan of action and targets).
It is particularly noted that at the end of 2007 the Company's net debt was SEK 43,643
million and that the net debt/equity ratio was 150%, whereas by the end of the second
quarter of 2008 the net debt had fallen to SEK 13,325 million and the net debt/ratio had
declined to 42%.
The Board of Directors has conducted a comprehensive assessment of the Company and
Group's financial position and possibilities to discharge their obligations in the long term.
The proposed authorization regarding buybacks of shares as set forth above will not
affect the Company and Group's ability to duly discharge their payment obligations.
Stockholm, October 7, 2008
SSAB Svenskt Stål AB (publ.)
The Board of Directors