Ruukki Group Oyj - Decisions of general meeting

RESOLUTIONS OF RUUKKI GROUP PLC'S ANNUAL GENERAL MEETING

Ruukki Group Plc, Stock Exchange Release, 21 April 2010 at 4:20 p.m.            

RESOLUTIONS OF RUUKKI GROUP PLC'S ANNUAL GENERAL MEETING                        

Ruukki Group Plc's Annual General Meeting was held in Espoo on Wednesday 21     
April 2010. The Board of Directors' as well as shareholders' proposals for the  
Annual General Meeting have been published in entirety by a stock exchange      
release on 31 March 2010, and in addition the amendment to shareholders'        
proposal on the election of the members of the Board of Directors was published 
by a stock exchange release on 9 April 2010.                                    

Resolutions of the Annual General Meeting:                                      

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

The Annual General Meeting adopted the financial statements and the consolidated
financial statements for the financial year 1 January 2009 - 31 December 2009.  
Deviating from the previously given information the financial statements were   
dated on 31 March 2010.                                                         

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

The Annual General Meeting resolved, in accordance with the Board of Directors' 
proposal, not to pay dividend from the financial period that ended on 31        
December 2009.                                                                  

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

The Annual General Meeting discharged the Board of Directors and the Chief      
Executive Officer from liability for the financial year 2009.                   

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

The Annual General Meeting resolved that the Chairman of the Board shall be paid
EUR 7,500 per month, the new Board members EUR 6,500 per month and the          
continuing Board members EUR 5,000 per month. In addition, those members of the 
Board that are members of the Audit Committee shall be paid for their work at   
the Audit Committee as follows: the chairman of the Audit Committee EUR 1,000   
per Audit Committee's meeting and the other members EUR 500 per Audit           
Committee's 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. The Annual General Meeting resolved that the Company will pay
the fee to the auditor against an invoice.                                      

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

The Annual General Meeting resolved that the Board of Directors shall be        
composed of seven members.                                                      

6. Election of the members of the Board of Directors                            

Markku Kankaala, Jelena Manojlovic and Terence McConnachie were re-elected to   
the Board of Directors and Philip Baum, Paul Everard, Chris Pointon and Barry   
Rourke were elected as new members to the Board of Directors. The new Board of  
Directors convened after the Annual General Meeting and re-elected Jelena       
Manojlovic as the Chairman of the Board of Directors.                           

7. Election of the Auditor                                                      

Authorized Public Accountant Firm Ernst & Young Oy was re-elected as the auditor
of the Company. Ernst & Young Oy has put forward APA Tomi Englund as principal  
auditor.                                                                        

8. Resolution on the amendment of the Articles of Association                   

The Annual General Meeting resolved, in accordance with the proposal of the     
Board of Directors, to amend the provision concerning the notice period of the  
Annual General Meeting (Article 8) as follows:                                  

“8 Notice of Meeting                                                            

The notice of the General Meeting of Shareholders shall be served on the        
shareholders no earlier than two (2) months and no later than twenty-one (21)   
days prior to the meeting but at least nine (9) days prior to the record date of
the meeting by registered post mailed to the addresses reported by the          
shareholders to the Company's share register or in some other documented manner 
or by publishing the notice of the meeting in at least one newspaper with       
nationwide circulation selected by the Board of Directors. Aside from Espoo     
where the Company's registered office is located, the Annual General Meeting may
also be held in Helsinki, Oulu, Oulunsalo or Vantaa, Finland.”                  

9. Resolution on capital repayment                                              

The Annual General Meeting resolved, in accordance with the proposal of the     
Board of Directors, that the Company shall make a capital repayment from the    
paid-up un-restricted equity reserve to the shareholders in such a way that     
assets shall be distributed EUR 0.04 per share. The capital repayment shall be  
paid to the shareholders who on the record date 26 April 2010 are registered in 
the shareholders' register of the Company held by Euroclear Finland Ltd. The    
date of payment shall be 3 May 2010. The Annual General Meeting authorised the  
Board of Directors to make resolutions concerning the details of capital        
repayment.                                                                      

10. Resolution on directed free issue of shares                                 

The Annual General Meeting resolved, in accordance with the proposal of the     
Board of Directors, to issue a maximum of 800,000 shares from the Company's     
treasury shares, by a directed free issue to the members of the Board of        
Directors. The shares will be issued free of charge and derogating from the     
pre-emptive subscription right of the shareholders for an especially weighty    
financial reason, as the shares will form an essential part of the remuneration 
package for the work at the Board of Directors.                                 

The new Board members and the Chairman of the Board shall receive 150,000 shares
each and the other Board members shall receive 100,000 shares each (the “Initial
Shares”).                                                                       

During the handling of the matter, the Annual General Meeting received a        
statement from the Board of Directors, according which the Board of Directors   
will, using the Board's authorisation, later conduct a similar issue of shares  
to the fourth new Board member, who was proposed to the Board of Directors only 
after the invitation to the Annual General Meeting was already sent.            

The members of the Board who have the right to receive Initial Shares shall also
receive additional 50,000 shares each if they continue to serve at the Board of 
Directors after the second ordinary general meeting following the approval of   
this issue, and another 50,000 shares each if they continue to serve at the     
Board of Directors after the third ordinary general meeting following the       
approval of this issue (“Additional Shares”). The total number of the Additional
Shares shall thus be in maximum 600,000 shares.                                 

The members of the Board who have the right to receive shares in this issue may 
exercise their right only by entering a separate lock-up agreement that prevents
the sale of the shares for three years from their subscription. The lock-up will
concern both Initial Shares and Additional Shares. In addition, the agreement   
will entitle the Company to redeem the Initial Shares free of charge, in part or
in full, should the director's term in the Board of Directors end before the    
third ordinary general meeting following the approval of this issue. The        
redemption will concern all of the issued shares (3/3) if the director's term at
the Board of Directors ends before the first, two-thirds (2/3) if before the    
second, and one-third (1/3) if before the third ordinary general meeting        
following the approval of this issue.                                           

The Initial Shares will be subscribed immediately and the Additional Shares can 
be subscribed after the condition for subscription has been met, however not    
later than five years from this share issue decision.                           

11. Authorisation for the Board of Directors to decide upon share issue and upon
issuing other special rights that entitle to shares                             

The Annual General Meeting authorised the Board of Directors to decide upon     
share issue and upon issuing of stock options and other special rights that     
entitle to shares. By virtue of the authorisation shares could be emitted in one
or more tranches in total a maximum of 100,000,000 new shares or shares owned by
the Company. This equates approximately 40.33% of the Company's currently       
registered shares. The Board of Directors would by virtue of the authorisation  
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 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 programs of 
the personnel. The Board of Directors proposes that by virtue of the            
authorisation 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 authorisation 
would contain right to decide on derogating from shareholders' pre-emptive right
to share subscription provided that there is a weighty financial reason for that
as defined in Companies' Act, or, in case of a share issue without payment,     
there is an especially weighty reason for the same both for the company and in  
regard to the interests of all shareholders in the company as defined in        
Companies' Act.                                                                 

The authorisation replaces all previous authorisations and it is valid for two  
(2) years as from the decision of the General Meeting.                          

12. Authorisation for the Board of Directors to decide on the acquiring of own  
shares                                                                          

The Annual General Meeting authorised the Board of Directors to decide on the   
acquiring of Company's own shares. By virtue of the authorisation concerning the
acquiring of own shares, a maximum of 10,000,000 own shares can 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.                    

Derivative contracts, share loan agreements or other agreements may be made     
within laws and regulations if they are customary to capital market. The        
authorisation 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 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 is valid for 18 months as from the decision of the General    
Meeting.                                                                        

RUUKKI GROUP PLC                                                                

Alwyn Smit                         
Chief Executive Officer                                                         

Ruukki Group is an industrial group focusing on minerals and wood processing    
businesses. Ruukki Group Plc's shares are listed on NASDAQ OMX Helsinki and     
traded in the mid cap segment, in the industrials sector.                       

For additional information, please contact:                                     

Alwyn Smit                                                                      
Chief Executive Officer                                                         
Ruukki Group Plc                                                                
Telephone +41 7960 19094                                                        
www.ruukkigroup.fi                                                              

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