Ruukki Group Oyj - Notice to general meeting

INVITATION TO THE ANNUAL GENERAL MEETING

08:00 London, 10:00 Helsinki, 18 April 2012 - Ruukki Group Plc, Stock Exchange
Release

INVITATION TO THE ANNUAL GENERAL MEETING

The  shareholders of Ruukki Group  Plc are invited to  attend the Annual General
Meeting  to be  held on  Thursday 10 May  2012, starting at  10:00 a.m. (Finnish
time)  in  Helsinki  at  G.W.  Sundmans  at  the address: Eteläranta 16, 00130,
Helsinki, Finland.

The registration of the participants begins at 9:30 a.m.


A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING:

1. Opening of the meeting

2. Election of the chairman and election of the secretary

3. Approval of the agenda

4. Election of the scrutinizer of the minutes and the person to supervise the
counting of votes

5. Recording legality and quorum of the meeting

6. Adoption of the list of votes

7. Review by the CEO

8. Presentation of the financial statements for the year 2011 and the report of
the Board of Directors

9. Presentation of the auditor's report

10. Adoption of the financial statements and the group financial statements

11. Resolution on the use of the profit and the dividend

The Board of Directors proposes to the Annual General Meeting that the company
shall not pay dividend from the financial period that ended on December
31st, 2011.

12. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability

13. Resolution on the remuneration of the members of the Board of Directors and
of the Auditor

The Board of Directors proposes to the Annual General Meeting that the company
will pay the fee to the auditor against an invoice.

14. Resolution on the number of the members of the Board of Directors

15. Election of the members of the Board of Directors

16. Election of the Auditor

The  Board of Directors proposes to the  Annual General Meeting according to the
recommendation   by   the  company's  Audit  Committee  that  Authorised  Public
Accountant  Firm Ernst  & Young  Oy would  be re-elected  as the  auditor of the
company.  Ernst  &  Young  Oy  has  proposed  that  the  auditor  with  the main
responsibility would be APA Tomi Englund.

17. The Acquisition of Elektrowerk Weisweiler GmbH

The  Board  of  Directors  proposes  to  the  Annual  General  Meeting  that the
arrangements  as detailed in the circular  to be published on 18 April 2012 (the"Circular")  between the  Company and  Kermas Limited  relating to  the proposed
Transaction  (each as defined in the Circular) be approved and that the Board of
Directors be authorised to take all such steps as may be necessary or acceptable
in  relation thereto and to carry the  same into effect with such modifications,
variations,  revisions or amendments  (providing such modifications, variations,
revisions  or  amendments  are  not  of  a  material  nature) as they shall deem
necessary or desirable.

The Circular will be released as a stock exchange release on 18 April 2012 and
will also be available as a Board proposal to the Annual General Meeting on the
Company's website at www.ruukkigroup.com.

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

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors would be authorized 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 authorization shares could be emitted in one or more tranches
in total a maximum of 24,843,200 new shares or shares owned by the company. This
equates to approximately 10 % of the company's currently registered shares. The
Board of Directors would by virtue of the authorization be entitled to decide on
the share issues and on the issuing of stock options and other special rights
that entitle to shares.

The Board of Directors may use the authorization 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 programs of
the personnel. The Board of Directors proposes that by virtue of the
authorization the Board of Directors can 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 authorization
would contain right to decide on derogating from shareholders' pre-emptive right
to share subscription provided that the conditions set in the Companies' Act are
fulfilled.

The Board of Directors proposes that the authorization replaces all previous
authorizations and that it is valid two (2) years as from the decision of the
General Meeting.

19. Authorizing the Board of Directors to decide on the acquiring of own shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors would be authorized to decide on the acquiring of company's own
shares.

By virtue of the authorization concerning the acquiring of own shares a maximum
of 15,000,000 own 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 authorization 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.

Derivative contracts, share loan agreements or other agreements may be made
within laws and regulations if they are customary to capital market. The
authorization entitles the board of directors to make a resolution on
acquisition otherwise than in the relation of the shares owned by the
shareholders (directed acquisition) according the preconditions set forth in the
Companies Act.

The Board of Directors proposes that the authorization concerning the
acquisition of own shares would 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 Board of Directors proposes that the authorization replaces all previous
authorizations and that it is valid 18 months as from the decision of the
General Meeting.

20. Closing of the Meeting


B. DOCUMENTS OF THE GENERAL MEETING

Financial statements, proposals of the Board of Directors presented to the
Annual General Meeting as well as all other documents to be kept on view in
accordance with the Finnish Companies Act are available for the shareholders'
inspection at latest for three weeks preceding the Annual General Meeting at the
company headquarters at the address: Kasarmikatu 36, 00130 Helsinki. In addition
the documents will be available for at least 21 days preceding the Annual
General Meeting on the company's website at the address www.ruukkigroup.com.
Copies of these documents will on request be sent to the shareholders.

The minutes of the Meeting will be available on the above mentioned website at
the latest from 24 May 2012.


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Right to attend

A shareholder who no later than on Friday, 27 April 2012 is registered as the
Company's shareholder in a shareholder register 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 Company's shareholder register.

2. Notice to attend

A shareholder wishing to attend the meeting shall give notice to attend the
meeting to the Company no later than by 4:00 p.m. Helsinki time on Monday, 7 May
2012, either:

-by letter to Ruukki Group Plc, Kasarmikatu 36, 00130 Helsinki;
-by e-mail to ilmo@ruukkigroup.com; or
-by fax to a number +358 10 440 7001.

The notice shall be at the company before the deadline of the notice to attend.
A shareholder is requested in addition to name to inform also his/her identity
number or business ID, address, phone number and a name of possible
representative. The personal data of shareholders shall be used only for
purposes related to the general meeting and necessary registration related to
that.

Shareholders attending the general meeting have a right to request information
concerning matters which are dealt with by the meeting as stated in Finnish
Companies Act, chapter 5, section 25.

3. Using representative and proxies

A shareholder has a right to attend the meeting and use his rights via
representative. A representative must present a dated proxy or his must
otherwise in a reliable way prove that he has a right to represent a
shareholder. If a shareholder participates in the Annual General Meeting by
means of several proxy representatives representing the shareholder with shares
on different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration.

Possible proxies are asked to be delivered in original form together with the
notice to attend to address Ruukki Group Plc, Kasarmikatu 36, 00130 Helsinki
before the end of notice period Monday, 7 May 2012 at 4:00 p.m. Helsinki time.

4. Holders of nominee registered shares

A holder of nominee registered shares is advised to request in good time in
advance necessary instructions regarding the registration in the Company's
shareholder register, issuing of proxy documents and registration for the Annual
General Meeting from his/her custodian bank. The account management organization
of the custodian bank will register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, to be entered into the
Company's temporary shareholder register no later than by Monday, 7 May 2012 at
10 a.m. Helsinki time.

5. Other instructions and information

Ruukki Group Plc has at the date of invitation, i.e. 18 April 2012, in total
248,432,000 shares and votes, and the company holds in total 4,414,682 own
shares.

The annual report of Ruukki Group Plc has been published in English.
Shareholders may order the annual report by phone from number +358 10 440 7000
on weekdays between 8:00 a.m. and 4:00 p.m. Helsinki time. The annual report can
also be found from the company website from address www.ruukkigroup.com.


IN HELSINKI, ON 18 April 2012

RUUKKI GROUP PLC

BOARD OF DIRECTORS

This document is based on a translation into English of a document written in
Finnish. In case of any discrepancies, inconsistencies or inaccuracies, the
Finnish version shall prevail.


For additional information, please contact:

Ruukki Group Plc
Thomas Hoyer, CEO, +358 (0)10 440 7000, thomas.hoyer@ruukkigroup.com
Markus Kivimäki, General Manager: Corporate Affairs, +358 (0)10 440 7000,
markus.kivimaki@ruukkigroup.com

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 chrome mining and minerals producer focused on delivering
sustainable growth with a speciality alloys business in southern Europe and a
ferro alloys business in southern Africa. The Company is listed on NASDAQ OMX
Helsinki (RUG1V) and the Main Market of the London Stock Exchange (RKKI).
www.ruukkigroup.com

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

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