Rautaruukki - Notice to general meeting

Notice of Annual General Meeting of Rautaruukki Corporation on 24 March 2009 at 2 pm

Rautaruukki Corporation	Stock Exchange Release	5 February 2009 at 12.30 pm

Notice of Annual General Meeting of Rautaruukki Corporation on 24 March 2009 at
2 pm 


Notice is hereby given to shareholders that the Annual General Meeting of
Rautaruukki Corporation will be held on Tuesday 24 March 2009 at 2pm in the
Congress Wing of Helsinki Fair Centre, Messuaukio 1, FI-00520 Helsinki. The
reception of persons who have notified the company of their intention to attend
the meeting and the distribution of voting slips will commence at 1pm. 

A. Matters on the agenda of the Annual General Meeting

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 attendance at the Meeting and the list of votes

6. Presentation of the financial statements, report of the Board of Directors
and auditor's report for 2008, and the statement by the Supervisory Board 

Presentation of the CEO's review

7. Adoption of the parent company and consolidated financial statements

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors is to propose to the Annual General Meeting that, on the
basis of the adopted balance sheet, a dividend of EUR 1.35 per share be paid
for 2008. The dividend will be paid to shareholders entered as shareholder, at
the dividend payment record date 27 March 2009, in the company's shareholder
register maintained by Euroclear Finland Oy (Finnish Central Securities
Depository Ltd). The Board of Directors is to propose to the Annual General
Meeting that the dividend be paid on 8 April 2009. 

9. Resolution on the discharge from liability of members of the Supervisory
Board, members of the Board of Directors and the CEO 

10. Resolution on the fees of the Chairman, Deputy Chairman and members of the
Board of Directors 

The Nomination Committee proposes that the fees of the Board of Directors
remain unchanged. The Chairman of the Board receives a fee of EUR 5,600 per
month, the Deputy Chairman EUR 3,500 per month and members EUR 2,700 per month
together with an attendance fee of EUR 600 for Board of Directors' committee
meetings and Supervisory Board meetings. Travel costs are indemnified according
to the company's travel rules. 
11. Resolution on the number of members of the Board of Directors

The Nomination Committee proposes that the number of members of the Board of
Directors remain unchanged at seven. 

12. Election of members of the Board of Directors

The Nomination Committee proposes that the present members of the Board of
Directors Maarit Aarni-Sirviö, Reino Hanhinen, Christer Granskog, Pirkko
Juntti, Kalle J. Korhonen and Liisa Leino be re-elected for a further term of
office lasting one year from the 2009 Annual General Meeting to the close of
the 2010 Annual General Meeting. Jukka Viinanen, Chairman of the Board since
2001, has announced that he is no longer available when electing Board members
for the next term of office. The Nomination Committee proposes that Hannu
Ryöppönen BA (Bus Admin), (b. 1952) Deputy CEO, Stora Enso Corporation, be
elected to the Board of Directors as a new member. Moreover, the Nomination
Committee proposes that Reino Hanhinen be elected as Chairman of the Board of
Directors and that Christer Granskog be elected Deputy Chairman. 

13. Resolution on the fees of the Chairman, Deputy Chairman and members of the
Supervisory Board 

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

15. Election of the Chairman, Deputy Chairman and members of the Supervisory
Board 

16. Resolution on the auditor's fees

The Board of Directors proposes that the auditor will be paid a fee against
invoice approved by the company. 

17. 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. 

18. Board of Directors' proposal to amend articles 4 and 11 of the company's
Articles of Association 

The Board of Directors proposes that 

- Article 4 of the company's Articles of Association be amended to delete
reference to the right of the Ministry of Trade and Industry (Ministry of
Employment and the Economy since 1 January 2008) to elect one member to the
Supervisory Board; 
- Article 11 of the company's Articles of Association be amended so that notice
of the Annual General Meeting must be given no later than 21 days before the
meeting. 

19. Board of Directors' proposal to authorise the Board to acquire the
company's own shares 

The Board of Directors proposes that the Annual General Meeting grants 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. The proposed authority supersedes the authority to acquire
12,000,000 shares granted by the Annual General Meeting of 2 April 2008 and
which now expires. The authorisation is valid for 18 months from the date of
the decision of Annual General Meeting. 
20. Board of Directors' proposal to authorise the Board to transfer the
company's treasury shares (share issue) 

The Board of Directors proposes that the Annual General Meeting grants the
Board the authority to decide on a share issue that includes the right to issue
new shares or to transfer treasury shares held by the company. It is proposed
that the authority apply to a maximum of 15,000,000 shares in total. The Board
of Directors shall have the right to decide who the shares are issued to or, in
disapplication of the pre-emption rights of existing shareholders, by private
placement, if there is an important financial reason for doing so under the
Limited Liability Companies Act. The authority shall also include the right to
decide on a bonus issue if there is a particularly 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 until the close of
the 2011 Annual General Meeting. 

21. Proposal by the Solidium Oy to establish a shareholders' Nomination
Committee 

Solidium Oy proposes that a Nomination Committee be established to prepare
proposals for the following Annual General Meeting regarding the composition of
the Board of Directors and directors' fees. The Committee is to comprise a
representative from each of the three largest shareholders, the Chairman of the
Board of Directors, who is elected to the Committee as an expert member,
together with one member of the Board of Directors appointed by the members and
who shall be independent of the company's major shareholders. The right to
elect members to the Nomination Committee to represent shareholders is vested
in the three shareholders having the largest share of the votes conveyed by all
the company's shares as at 2 November preceding the Annual General Meeting. The
chairman of the Board of Directors convenes the Nomination Committee, which
elects a chairman from among its members. The Nomination Committee will present
its proposal to the company's Board of Directors by no later than 1 February
preceding the Annual General Meeting. 

22. Other possible proposals to the Meeting

23. Closing of the Meeting

B. Documents of the Annual General Meeting

The proposals by the Board of Directors mentioned on the agenda above, together
with this Notice of the Annual General Meeting, may be viewed on Rautaruukki
Corporation's website at www.ruukki.com. The company's annual report, which
includes the account documents, will be posted on the company's website above
by 17 March 2009. Copies of the documents will be sent to shareholders on
request and will also be available at the Annual General Meeting. The minutes
of the Annual General Meeting will be available for viewing on the website
mentioned above as of 7 April 2009. 

C. Instructions for the participants in the Annual General Meeting

1. Right to attend and registration
Shareholders who, at Friday 13 March 2009, are entered in the company's
shareholder register maintained by Euroclear Finland Oy are entitled to attend
the Annual General Meeting. Shareholders whose shares are registered in their
personal book-entry account are entered in the company's shareholder register. 

Any shareholder wishing to attend the Annual General Meeting must notify the
company of their intention to do so by Wednesday 18 March 2009 at 4pm Finnish
time. Notification may be made: 

- online at www.ruukki.com;
- by email to yhtiokokous@ruukki.com;
- by calling +358 10 804 430 between 8am and 4pm, Monday to Friday;
- by fax to +358 20 592 9104;
- by letter to Rautaruukki Oyj, Osakerekisteri, PO Box 138, FI-00811 Helsinki.

Registration must include the shareholder's name, date of birth, address,
telephone number and the name of any assistant. Personal information given to
Rautaruukki Corporation will only be used in connection with the Annual General
Meeting and the related registration processing. 

Under Chapter 5, Section 25 of the Finnish Limited Liability Companies Act,
shareholders attending an Annual General Meeting have the right to request
information about the business transacted at the Meeting. 

2. Proxy representative and letters of proxy
Shareholders may attend the Annual General Meeting and exercise their rights at
the Meeting by way of proxy representation. Proxy representatives must produce
a dated letter of proxy or demonstrate in some other reliable manner their
right to represent the shareholder at the Meeting. 

Original letters of proxy are requested to be sent to Rautaruukki Oyj,
Osakerekisteri, PO Box 138, FI-00811 Helsinki before the close of the
registration deadline 18 March 2009. 

3. Nominee-registered shareholders
Nominee-registered shareholders wishing to attend the Annual General Meeting
must enter their shares in the company's shareholder register by the record
date for the Meeting, 13 March 2009. Nominee-registered shareholders are
advised to request the necessary instructions regarding entry in the company's
shareholder register, the issuing of proxy documents and registration for the
Annual General Meeting from their account holder. 

4. Other instructions and information 
At the date of this Notice, 5 February 2009, the total number of shares and
votes conveyed by these shares in Rautaruukki Corporation is 140 255 479. 

Finnish and English versions of Rautaruukki Corporation's Annual Report 2008
will be published during the week commencing 16 March 2009. Copies of the
report may be ordered by calling +358 20 592 9260 on weekdays between 8am and
4pm, Finnish time, or by email at annualreport@ruukki.com. You can also request
to have your name added to the annual report mailing list at the same time. The
annual report will be posted on the company's website in pdf format and may be
ordered online at www.ruukki.com. 

Helsinki, 5 February 2009

RAUTARUUKKI CORPORATION
Board of Directors 



Rautaruukki Corporation

Anne Pirilä
SVP, Corporate Communications and Investor Relations

Rautaruukki supplies metal-based components, systems and integrated systems to
the construction and engineering industries. The company has a wide selection
of metal products and services. Rautaruukki has operations in 26 countries and
employs 14,300 people. Net sales in 2008 totalled EUR 3.9 billion. The
company's share is quoted on NASDAQ OMX Helsinki (Rautaruukki Oyj: RTRKS). The
Corporation uses the marketing name Ruukki. 

DISTRIBUTION 
NASDAQ OMX Helsinki 
Main media
www.ruukki.com