Ruukki Group Oyj - Decisions of general meeting

RESOLUTIONS OF RUUKKI GROUP'S ANNUAL GENERAL MEETING

14:30 London, 16:30 Helsinki, 11 May 2011 - Ruukki Group Plc, Stock Exchange
Release 

RESOLUTIONS OF RUUKKI GROUP'S ANNUAL GENERAL MEETING

Ruukki Group Plc (“Ruukki” or the “Company”) (LSE: RKKI, OMX: RUG1V) is pleased
to announce all the resolutions proposed at today's Annual General Meeting
(“the AGM”), as published in the invitation to the meeting on 15 April 2011 and
the amendment to Nomination Committee's proposal on 4 May 2011, were passed. 

The AGM adopted the financial statements and the group financial statements and
discharged the members of the Board of Directors and the CEO from liability for
the financial period 2010. The AGM resolved that no dividend is paid for 2010. 

The AGM resolved that the Company makes a capital repayment from the paid-up
unrestricted equity reserve to shareholders in such a way that assets to be
distributed total EUR 0.04 per share. The capital repayment shall be paid to
the shareholders who on the record date 16 May 2011 are registered in the
shareholders' register of the Company held by Euroclear Finland Ltd. The date
of payment shall be 23 May 2011. 

THE BOARD OF DIRECTORS
As proposed by the Nomination Committee the AGM resolved that there are eight
(8) members on the Board of Directors. Philip Baum, Paul Everard, Markku
Kankaala, Danko Koncar, Jelena Manojlovic, Chris Pointon and Barry Rourke were
re-elected to the Board. 

Thomas Hoyer has been appointed as an Executive Director and joins the Board,
effective today. He is also the Chief Executive Officer of the Company as
appointed on 4 May 2011.He was a member of the Company's Board of Directors
from 7 October 2008 to 21 April 2010. Save as set out above, there are no
matters which require disclosure under UK Listing Rule 9.6.13. 

As proposed by the Nomination Committee the AGM resolved that the Chairman be
paid EUR 7,500 per month and the other non-executive Board members EUR 6,500
per month. The executive Board members shall not be paid remuneration for their
work on the Board of Directors. In addition, the Audit Committee chairman shall
be paid for his/her work at the committee EUR 1,000 per Audit Committee meeting
and the other members EUR 500 per Audit Committee meeting. For any other
committees, the chairman shall be paid EUR 600 per committee meeting and the
other members shall be paid EUR 300 per committee meeting. In addition to the
monetary remuneration, free shares will be issued to the members of the Board
of Directors as a part of their remuneration package, in accordance with the
authorisation granted to the Board of Directors by the AGM. 

THE AUDITOR
The AGM resolved that the Company will pay the fee to the Auditor against an
invoice and that according to the recommendation by the Audit Committee the
Authorised Public Accountant Firm Ernst & Young Oy was re-elected as the
Auditor of the Company. The auditor with the main responsibility will be
Authorised Public Accountant Tomi Englund. 

OTHER RESOLUTIONS OF THE ANNUAL GENERAL MEETING

Amendment of the Articles of Association

The AGM resolved that the provision concerning the trade name and the
registered office of the Company (Article 1) be amended in respect of the
registered office. In addition, the AGM resolved that the provision concerning
the notice of the Meeting (Article 8) be amended. 

Resolution on option plan

The AGM resolved that as a part of the rewarding and incentive plan the Company
would give, in deviation from the shareholders´ pre-emptive right of
subscription, in total a maximum 6,900,000 option rights. The option rights
would entitle the owner to subscribe for new shares or shares that are in the
possession of the Company. The option rights would be given to the key
personnel of the Company and its subsidiaries and to Rekylator Oy, a wholly
owned subsidiary of the Company, for staff incentivisation and retention. The
subscription price of shares with the option rights and the share subscription
period are described in the invitation to the AGM. 

Authorising the Board of Directors to decide upon directed free share issue to
the Board members 

As proposed by the Nomination Committee the AGM authorised the Board of
Directors to decide to issue a maximum of 460,000 new shares or shares from the
Company's treasury shares, by a directed free issue to the members of the Board
of Directors. Based on the authorisation the shares will be issued free of
charge and will form an essential part of the remuneration package for the
Board of Directors. The authorisation is valid for two (2) years following the
AGM. 

Authorising the Board of Directors to decide upon share issue and upon issuing
other special rights that entitle to shares 

The AGM authorised the Board of Directors to decide on the share issue and on
the issuing of stock options and other special rights that entitle to shares.
By virtue of the authorisation shares could be issued in one or more tranches
in total a maximum of 24,820,700 new shares or shares owned by the Company.
This corresponds approximately to 10% of the Company's currently registered
shares. The Board of Directors may use the authorisation among other things in
financing and enabling corporate and business acquisitions or other
arrangements and investments of business activity or in the incentive and
commitment programmes of the personnel. The Board of Directors is authorised to
decide both on share issue against payment and on share issue without payment.
The payment of the subscription price could also be made with other
consideration than money. The authorisation contains right to issue on a non
pre-emptive basis provided that the conditions set in the Companies' Act are
fulfilled. The authorisation replaces all previous authorisations and is valid
for two (2) years following the AGM. 

Authorising the Board of Directors to decide upon acquiring own shares

The AGM authorised the Board of Directors to decide upon acquiring the
Company's own shares. By virtue of the authorisation a maximum of 15,000,000
shares could be acquired with the funds from the Company's unrestricted
shareholders' equity, however, in such a way that the total number of own
shares, which the Company and its subsidiaries have in their possession or as a
pledge, does not exceed one tenth of all shares in accordance with Section 11
of Chapter 15 of the Finnish Companies Act. The authorisation covers
acquisition of shares in public trade in NASDAQ OMX Helsinki Oy and also
outside of the public trade. The compensation paid for acquired shares shall be
based on the market value. The authorisation concerning the acquisition of own
shares can among other things be used in developing the Company's capital
structure, in financing and executing corporate acquisitions and other
arrangements, in executing the Company's share-based incentive systems or
otherwise in being transferred or cancelled. The acquisition of shares reduces
the Company's distributable non-restricted shareholders' equity. The
authorisation replaces all previous authorisations and is valid for 18 months
following the AGM. 

RUUKKI GROUP PLC
Thomas Hoyer
CEO


For additional information, please contact:

Ruukki Group Plc
Thomas Hoyer, CEO, +358 (0)45 6700 491, thomas.hoyer@ruukkigroup.fi
Markus Kivimäki, General Manager: Corporate Affairs, +358 (0)50 3495 687,
markus.kivimaki@ruukkigroup.fi 

Investec Bank Plc
Stephen Cooper, +44 (0)20 7597 5104, stephen.cooper@investec.co.uk

RBC Capital Markets
Martin Eales, +44 (0)20 7653 4000, martin.eales@rbccm.com
Peter Barrett-Lennard, +44 (0)20 7653 4000, peter.barrett-lennard@rbccm.com


Ruukki Group is a natural resources company with a mining and minerals business
in southern Europe and southern Africa. The Company is listed on NASDAQ OMX
Helsinki (RUG1V) and the Main Market of the London Stock Exchange (RKKI). 
www.ruukkigroup.fi

Distribution:
NASDAQ OMX Helsinki
London Stock Exchange
main media
www.ruukkigroup.fi