2014-02-14 08:30:00 CET

2014-02-14 08:30:39 CET


REGULATED INFORMATION

English
Rautaruukki - Notice to general meeting

Notice of the Annual General meeting of Rautaruukki Corporation on 18 March 2014


Rautaruukki Corporation Stock exchange release 14 February 2014 at 9.30am EET

Notice of the Annual General meeting of Rautaruukki Corporation on 18 March 2014

Notice is given to the shareholders of Rautaruukki Corporation that the Annual
General Meeting this year will be held on Tuesday 18 March 2014 at 1pm in the
Congress Wing of the Messukeskus, Exhibition and Convention Centre Helsinki,
Messuaukio 1, 00520 Helsinki, Finland. The reception of persons who have
registered to attend the meeting and the distribution of voting slips will
commence at 12 noon. Coffee will be served after the meeting.

A. ITEMS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

The Annual General Meeting will transact the following business:

1. Opening of the Meeting

2. Calling the Meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting
of votes

4. Recording the legality of the Meeting

5. Recording the attendance at the Meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and
the Auditor's report for 2013
CEO's review

7. Adoption of the parent company and consolidated annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes on the basis of the adopted balance sheet for
2013 not to pay a dividend for the year ended 31 December 2013.

9. Resolution on the discharge of the members of the Board of Directors and the
President & CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors
The Nomination Board proposes that the Chairman of the Board of Directors
receives an annual fee of €72,000, the Deputy Chairman €44,000 and members
€34,000 together with an attendance fee of €600 including Board of Directors'
committee meetings. The Nomination Board proposes that 40% of the annual fee be
paid in the form of Rautaruukki Oyj shares purchased on the market. The shares
will be purchased within two weeks of the publication of the company's interim
report for the first quarter of 2014. The Nomination Board considers that
increasing the long-term shareholding of Board members will benefit all
shareholders.

11. Resolution on the number of members of the Board of Directors
The Nomination Board proposes that the number of members of the Board of
Directors remains unchanged at seven.

12. Election of members of the Board of Directors
The Nomination Board proposes that the current members of the Board of Directors
Kim Gran, Timo U. Korhonen, Matti Kähkönen, Liisa Leino, Matti Lievonen, Saila
Miettinen-Lähde and Jaana Tuominen be re-elected for a further term of office
lasting one year from the 2014 Annual General Meeting until the close of the
2015 Annual General Meeting. Furthermore, the Nomination Board proposes that Kim
Gran be re-elected as Chairman of the Board of Directors and that Matti Lievonen
be re-elected as Deputy Chairman.

13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor be paid a fee based on invoice
approved by the company.

14. Election of auditor
Based on the recommendation of the Audit Committee, the Board of Directors
proposes that the audit firm KPMG Oy Ab be re-elected as the company's auditor.

15. Authorising the Board of Directors to decide on the acquisition of the
company's own share
The Board of Directors proposes that the Annual General Meeting grant the Board
the authority to acquire a maximum of 12,000,000 of the company's own shares,
using the company's unrestricted equity, at fair value at the date of
acquisition, which shall be the prevailing market price in public trading on
NASDAQ OMX Helsinki Ltd. The shares may be acquired other than pro rata to
shareholders' existing holdings (directed acquisition). The proposed authority
supersedes the authority to acquire 12,000,000 shares granted by the Annual
General Meeting of 21 March 2013 and which now expires. It is proposed that the
authority be valid until the following Annual General Meeting.

16. Authorising the Board of Directors to decide on a share issue
The Board of Directors proposes that the Annual General Meeting grant the Board
the authority to decide on a share issue that includes the right to issue new
shares and/or to transfer treasury shares held by the company. It is proposed
that the authority apply to a maximum of 14,000,000 shares in total. The Board
of Directors shall have the right to decide who the shares are issued to i.e.,
in disapplication of the pre-emption rights of existing shareholders, by means
of a directed issue if there is a weighty financial reason for doing so under
the Limited Liability Companies Act - Finland. The authority shall also include
the right to decide on a bonus issue if there is an especially weighty financial
reason to do so from the company's point of view and taking into account the
interests of all shareholders. It is proposed that the authority be valid for
one (1) year following the date of decision of the Annual General Meeting.

17. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals for the decisions on the items on the agenda of the General
Meeting together with this Notice are available on Rautaruukki Corporation's
website at www.ruukki.com. The annual accounts, the report of the Board of
Directors and the auditor's report of Rautaruukki Corporation, are available on
the company's website by 24 February 2014. The proposals for decisions and the
other documents referred to above are also available at the meeting. The company
will not publish a printed annual report. The minutes of the meeting will be
available on the above website as of 1 April 2014.

C. INSTRUCTIONS FOR PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders' register
Each shareholder who is registered on Thursday 6 March 2014 in the shareholders'
register of the company held by Euroclear Finland Ltd has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company.

A shareholder, who is registered in the shareholders' register of the company
and who wishes to participate in the Annual General Meeting, must register
his/her intent to do so by no later than 4pm (EET) on Thursday 13 March 2014.
Such notice can be given:

-           on the company's website http://www.ruukki.com/agm2014;
-           by email yhtiokokous@ruukki.com;
-           by telephone +358 10 804 430 between 8am and 6pm (EET), Monday to
Friday;
-           by telefax +358 20 592 9104; or
-           by regular mail to Rautaruukki Corporation,
            Annual General Meeting, PO Box 138, FI-00811 Helsinki.

In connection with registration, a shareholder must state his/her name, personal
identification number, telephone number and the name of a possible assistant or
proxy representative and the personal identification number of a proxy
representative. The personal data given to Rautaruukki Corporation are only used
in connection with the Annual General Meeting and with the processing of related
registrations.

2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, i.e. on Thursday 6 March 2014, would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has been
registered in the temporary shareholders' register held by Euroclear Finland
Ltd, at the latest by 10am (EET) on 13 March 2014. As regards nominee registered
shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders'
register of the company, the issuing of proxy documents and registration for the
Annual General Meeting from his/her custodian bank. The account management
organisation of the custodian bank will register a holder of nominee registered
shares, who wants to participate in the Annual General Meeting, in the temporary
shareholders' register of the company at the latest by the time stated above.

Further information on these matters can also be found on the company's website
http://www.ruukki.com/agm2014.

3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Annual General Meeting. When a shareholder participates in the Annual General
Meeting by means of several proxy representatives representing the shareholder
with shares at different securities accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection with
the registration for the Annual General Meeting.

Proxy documents, in original form, should be sent to Rautaruukki Corporation,
Annual General Meeting, PO Box 138, FI-00811 Helsinki before the registration
deadline.

4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act -
Finland, a shareholder who is present at the Annual General Meeting has the
right to request information relating to the business to be transacted at the
Meeting.

At the date of this Notice of the Annual General Meeting, 13 February 2014,
there are a total of 140,285,425 Rautaruukki Oyj shares which represent the same
number of votes.

Helsinki, 13 February 2014
RAUTARUUKKI CORPORATION
Board of Directors

Taina Kyllönen
SVP, Marketing & Communications

Ruukki specialises in steel and steel construction. We provide customers with
energy-efficient steel solutions for better living, working and moving. We have
around 8,600 employees and an extensive distribution and dealer network across
some 30 countries including the Nordic countries, Russia and elsewhere in Europe
and the emerging markets, such as India, China and South America. Net sales in
2013 totalled €2.4 billion. The company's share is quoted on NASDAQ OMX Helsinki
(Rautaruukki Oyj: RTRKS). www.ruukki.com

DISTRIBUTION:
NASDAQ OMX Helsinki
Main media
www.ruukki.com


[HUG#1762014]