Ruukki Group Oyj - Notice to general meeting

INVITATION TO RUUKKI GROUP'S ANNUAL GENERAL MEETING

07:05 London, 09:05 Helsinki, 15 April 2011 - Ruukki Group Plc, Stock Exchange
Release 

INVITATION TO RUUKKI GROUP'S ANNUAL GENERAL MEETING

The shareholders of Ruukki Group Plc (“Ruukki” or the “Company”) (LSE: RKKI,
OMX: RUG1V) are invited to attend the Annual General Meeting to be held on
Wednesday 11 May 2011, starting at 10:00 a.m. (Finnish time) in Helsinki at:
Hotel Haven, Unioninkatu 17, Helsinki, Finland. 

The registration of the participants begins at 9:30 a.m. (Finnish time).

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 scrutineer 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 2010 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 31 December
2010. 

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 Nomination Committee proposes to the Annual General
Meeting 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, according to the proposal, those members of the Board of Directors
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 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. 

Further, the Nomination Committee proposes to the Annual General Meeting that
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 proposal set out in item 20 of the Agenda. 

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

The Nomination Committee proposes to the Annual General Meeting that there will
be seven (7) members on the Board of Directors. 

15. Election of the members of the Board of Directors

The Nomination Committee proposes to the Annual General Meeting that Philip
Baum, Paul Everard, Markku Kankaala, Danko Koncar, Jelena Manojlovic, Chris
Pointon and Barry Rourke will be re-elected as members of the Board of
Directors for the period that begins following the Annual General Meeting in
May 2011 and ends in the end of the Annual General Meeting in 2012. 

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 be re-elected as the Auditor of the Company.
Ernst & Young Oy has proposed that the auditor with the main responsibility
would be Authorised Public Accountant Tomi Englund. 

17. Amendment of the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the
provision concerning the trade name and the registered office of the Company
(Article 1) be amended in respect of the registered office as follows: 

“1 Trade Name and Registered Office of the Company

The trade name of the company is Ruukki Group Oyj and its registered office is
located in Helsinki, Finland. The company's trade name in English is Ruukki
Group Plc.” 

In addition, the Board of Directors proposes to the Annual General Meeting that
the provision concerning the notice of the Meeting (Article 8) be amended as
follows: 

“8 Notice of Meeting

The notice of the General Meeting of Shareholders shall be published on the
company's Internet pages and in a stock exchange release no earlier than two
(2) months and no later than twenty-one (21) days prior to the Meeting, but
however no later than nine (9) days prior to the record date of the General
Meeting of Shareholders. In addition, the Board may publish the information on
the meeting, in accordance with its discretion, in one or more newspapers with
nationwide circulation or send the information by registered letters to the
addresses reported by the shareholders to the company's share register or in
some other verifiable manner. Aside from Helsinki, where the company's
registered office is located, the Annual General Meeting may also be held in
Espoo, Oulu, Oulunsalo or Vantaa, Finland. 

18. Resolution on capital repayment

The Board of Directors proposes to the Annual General Meeting that the Company
make 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 Board of Directors proposes that 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 proposes that the Board of Directors would be granted a
right to make resolutions concerning the details of distribution of assets. 

19. Resolution on option plan

The Board of Directors proposes to the Annual General Meeting 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 according to the terms described more closely in annex. 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. Given the importance of the Company
retaining its key personnel, the requirements of the Finnish Companies Act for
issuing the shares subject to these options on a non pre-emptive basis are
fulfilled. 

The subscription price of shares with the option rights and the share
subscription period for stock are described in the annex. 

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

The Nomination Committee proposes to the Annual General Meeting that the Board
of Directors be authorised 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 as follows. 

Based on the authorisation the Board may decide to issue 80,000 shares to the
Vice Chairman of the Board of Directors and the Chairman of the Audit Committee
each and 60,000 shares to each of the other Board members. 

Based on the authorisation the shares will be issued free of charge and, as the
shares will form an essential part of the remuneration package for the Board of
Directors, the requirements set forth in the Finnish Companies Act for issuing
the shares on a non pre-emptive basis are fulfilled. 

The shares may be issued immediately after the Annual General Meeting.

The Board of Directors proposes that the authorisation is valid for two (2)
years following the Annual General Meeting. 

21. Authorising 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 be authorised 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 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 programmes 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 issue on a non pre-emptive basis provided
that the conditions set in the Companies' Act are fulfilled. 

The Board of Directors proposes that the authorisation replaces all previous
authorisations and that it is valid for two (2) years following the Annual
General Meeting. 

22. Authorising the Board of Directors to decide upon acquiring own shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorised to decide upon acquiring the Company's own shares. 

By virtue of the authorisation concerning the acquisition of its own shares 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. 

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 Board of Directors proposes that the authorisation 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 authorisation replaces all previous
authorisations and that it is valid for 18 months following the Annual General
Meeting. 

23. Closing of the Meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

Financial statements, proposals of the Board of Directors presented to theAnnual 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 for at latest three weeks preceding the Annual General Meeting at
the Company headquarters at: Kasarmikatu 36, 00130 Helsinki. In addition the
documents will be available for at least 21 days preceeding the Annual General
Meeting on the Company's website at the address www.ruukkigroup.fi. 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 25 May 2011. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Right to attend

A shareholder who no later than on Monday 2 May 2011 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. (Finnish time) on Friday 6
May 2011, either: 

• by letter to Ruukki Group Plc, Kasarmikatu 36, 00130 Helsinki;
• by e-mail to ilmo@ruukkigroup.fi; 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 otherwise in a
reliable way prove 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, FI-00130 Helsinki
before the end of notice period 6 May 2011 at 4:00 p.m. (Finnish 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
organisation 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 6 May 2011
at 10 a.m. (Finnish time). 

5. Other instructions and information

Ruukki Group Plc has at the date of invitation, i.e. 15 April 2011, in total
248,207,000 shares and votes, and the Company holds in total 7,790,895 own
shares. 

The annual report of Ruukki Group Plc has been published in Finnish and 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. (Finnish time). The annual
report can also be found from the Company website www.ruukkigroup.fi. 

IN ESPOO, ON 15 APRIL 2011

RUUKKI GROUP PLC

BOARD OF DIRECTORS


For additional information, please contact:

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


Annex: Terms of option plan

RUUKKI GROUP PLC - STOCK OPTIONS 2011

The Board of Directors of Ruukki Group Plc (Board of Directors) has at its
meeting 13 April 2011 resolved to propose to the Annual General Meeting of
Shareholders of Ruukki Group Plc (the Company) to be held on 11 May 2011 that
stock options be issued to the key personnel of the Company and its
subsidiaries (Group companies) and to a wholly owned subsidiary of the Company
on the following terms and conditions: 

I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The maximum total number of stock options issued shall be 6,900,000 and they
entitle their owners to subscribe for a maximum total of 6,900,000 new shares
in the Company. 

2. Stock options

Stock-options shall be marked as follows:

700,000 pcs          2011A
700,000 pcs          2011B
700,000 pcs          2011C

800,000 pcs          2012A
800,000 pcs          2012B
800,000 pcs          2012C

800,000 pcs          2013A
800,000 pcs          2013B
800,000 pcs          2013C

Those, to whom stock options are to be granted, shall be notified in writing by
the Board of Directors about the offer of stock options. The stock options
shall be delivered to the recipient when he or she has accepted the offer by
the Board of Directors. 

Stock options can be distributed by the Board of Directors to key personnel at
a suitable date selected by the Board of Directors. The share subscription
(vesting period) must not, unless expressis verbis otherwise regulated in these
terms and conditions, commence earlier than July 1, 2014. 

3. Right to Stock Options

The stock options shall be issued gratuitously to the key personnel and to
Rekylator Oy (Subsidiary), a wholly owned subsidiary of the Company. The
Company has a weighty financial reason for the issue of stock options, since
the stock options are intended to form part of the Group's incentive and
commitment program for the key personnel. The stock options do not constitute a
part of the terms and conditions of employment, service or compensation. 

4. Distribution of Stock Options

The Board of Directors shall decide upon the distribution of the stock options.
Upon issue all stock options 2011 shall be granted to the Subsidiary. 

The Board of Directors shall later decide upon the future distribution of the
stock options granted or returned later to the Subsidiary, to the key personnel
employed by or to be recruited by the Group companies. 

5. Transfer of Stock Options and Obligation to offer Stock Options

The stock options are freely transferrable, when the relevant share
subscription (vesting) period has begun. The Board of Directors may, however,
permit the transfer of stock options also before such date. The Company shall
hold the stock options on behalf of the stock option owner until the beginning
of the share subscription period. The stock option owner has the right to
acquire possession of the stock options when the relevant share subscription
period begins. Should the stock option owner transfer his/her stock options,
such person is obliged to inform the Company without delay about the transfer
in writing. 

Should a stock option owner cease to be employed by or in the service of the
Group, for any reason other than the death or the retirement of a stock option
owner, such person shall, without delay, offer to the Company or its order,
free of charge, the stock options for which the share subscription period
specified in section II 2 has not begun, on the last day of such person's
employment or service. In case the reason for the termination of employment or
service is a disability or pension retirement, the stock option owner is
obliged to offer to the Company or its order, free of charge, such stock
options, which are freely transferrable over two (2) years from the retirement.
In case the reason for the termination of employment or service is the death of
the stock option owner, the death estate has the same above mentioned
obligation. The Board of Directors can, however, in the above mentioned cases,
decide that the stock option owner is entitled to keep such stock options or a
part of them, which are subject to the offering obligation. 

Regardless of whether the stock option owner has offered his/her stock options
to the Company or its order or not, the Company can inform the stock option
owner in writing that the stock option owner has lost his/her stock options on
the basis of the above mentioned reasons. Should the stock options be
transferred to the book-entry securities system, the Company has the right,
whether or not the stock options have been offered to the Company or its order,
to request and get transferred all the stock options subject to the offering
obligation from the stock option owner's book-entry account to the book-entry
account appointed by the Company, without further consent of the stock option
owner. In addition, the Company is entitled to register restrictions and other
respective restrictions concerning the stock options to the stock option
owner's book-entry account, without the consent of the stock option owner. 

II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to subscribe for new Shares

Each stock option entitles its owner to subscribe for one (1) new share in the
Company. As a result of the share subscriptions, the number of the Company's
shares may be increased by a maximum of 6,900,000 new shares. The share
subscription price shall be credited into the reserve for invested
non-restricted equity. 

The Subsidiary shall not be entitled to subscribe for shares on the basis of
the stock options. 

2. Share Subscription and Payment

Share subscriptions shall take place at the head office of the Company or
possibly at another location to be determined later by the Board of Directors.
In the case of the stock options having been transferred to the book-entry
securities system, the stock options with which shares have been subscribed for
shall be deleted from the subscriber's book-entry account. Upon subscription,
payment for the shares subscribed for, shall be made to the bank account
appointed by the Company. The Board of Directors shall decide on all other
measures concerning the share subscription. 

3. Share Subscription Price

The share subscription price for all 2011 options shall be one euro below VWAP
of the Company's share between March 1 and May 31, 2011, strike price to be
adjusted as mentioned in section 7 below. 

The share subscription price for all 2012 options shall be one euro below VWAP
of the Company's share between January 1 and March 31, 2012, strike price to be
adjusted as mentioned in section 7 below. 

The share subscription price for all 2013 options shall be one euro below VWAP
of the Company's share between January 1 and March 31, 2013, strike price to be
adjusted as mentioned in section 7 below. 

2011A, 2011B and 2011C marked stock options

Vesting period of the respective option series commences on July 1, 2014
provided that the below set criteria is fulfilled and ends on August 1, 2017: 

• A - Series becomes exercisable if the volume weighted average quotation
(VWAP) of the Company's share is above EUR 2.40 in any calendar month between
the award date and July 1st 2017 (dividend / share redemption adjusted), which
represents 10% annual return from current 1.80. 

• B - Series becomes exercisable if VWAP of the Company's share is above EUR
3.11 in any calendar month between the award date and July 1st 2017 (dividend /
share redemption adjusted), which represents 20% annual return from current
1.80. 

• C - Series becomes exercisable if VWAP of the Company's share is above EUR
3.95 in any calendar month between the award date and July 1st 2017 (dividend /
share redemption adjusted), which represents 30% annual return from current
1.80. 

2012A, 2012B and 2012C marked stock options

Vesting period of the respective option series commences on July 1, 2015
provided that the below set criteria is fulfilled and ends on August 1, 2017: 

• A - Series becomes exercisable if VWAP of the Company's share price is above
EUR 2.64 in any calendar month between the award date and July 1st 2017
(dividend / share redemption adjusted), which represents 10% annual return from
current 1.80. 

• B - Series becomes exercisable if VWAP of the Company's share is above EUR
3.73 in any calendar month between the award date and July 1st 2017 (dividend /
share redemption adjusted), which represents 20% annual return from current
1.80. 

• C - Series becomes exercisable if VWAP of the Company's share is above EUR
5.14 in any calendar month between the award date and July 1st 2017 (dividend /
share redemption adjusted), which represents 30% annual return from current
1.80. 

2013A, 2013B and 2013C marked stock options

Vesting period of the respective option series commences on July 1, 2016
provided that the below set criteria is fulfilled and ends on August 1, 2017: 

• A - Series becomes exercisable if VWAP of the Company's share price is above
EUR 2.90 in any calendar month between the award date and July 1st 2017
(dividend / share redemption adjusted), which represents 10% annual return from
current 1.80. 

• B - Series becomes exercisable if VWAP of the Company's share is above EUR
4.48 in any calendar month between the award date and July 1st 2017 (dividend /
share redemption adjusted), which represents 20% annual return from current
1.80. 

• C - Series becomes exercisable if VWAP of the Company's share is above EUR
6.68 in any calendar month between the award date and July 1st 2017 (dividend /
share redemption adjusted), which represents 30% annual return from current
1.80. 

4. Registration of Shares

Shares subscribed for and fully paid shall be registered in the book-entry
account of the subscriber. 

5. Shareholder Rights

The dividend rights of the shares and other shareholder rights shall commence
when the new shares have been registered. 

6. Share Issues, Stock Options and other special Rights entitling to Shares
before Share Subscription 

Should the Company before the share subscription decide on an issue of shares
or an issue of new stock options or other special rights entitling to shares, a
stock option owner shall have the same right as, or an equal right to, that of
a shareholder. Equality is reached in the manner determined by the Board of
Directors by adjusting the number of shares available for subscription, the
share subscription price or both of these. 

7. Rights in certain cases

If the Company distributes funds from a non-restricted equity fund or a special
dividend constituting a deviation from the customary dividend policy of the
Company, the amount of the distributable non-restricted equity or the amount of
the special dividend decided after the beginning of the period for
determination of the share subscription price, but before share subscription,
shall be deducted from the share subscription price of the stock options as per
the record date of the repayment of equity or the dividend record date. 

If the Company reduces its share capital by distributing share capital to the
shareholders, from the share subscription price of the stock options shall be
deducted the amount of the distributable share capital decided after the
beginning of the of the period for determination of the share subscription
price, but before share subscription, as per the record date of the repayment
of share capital. 

If the Company is placed in liquidation before the share subscription, the
stock option owner shall be given an opportunity to exercise his/her share
subscription right before the liquidation begins, within a period of time
determined by the Board of Directors. If the Company is deleted from the
register before the share subscription, the stock option owner shall have the
same right as, or an equal right to, that of a shareholder. 

If the Company resolves to merge into another company as the company being
acquired or into a company to be formed in a combination merger, or if the
Company resolves to be divided, the stock option owners shall before the merger
or division, be given the right to subscribe for the shares with their stock
options, within a period of time determined by the Board of Directors. After
such period, no share subscription right shall exist. In the above situations
the stock option owners shall have no right to require that the Company redeems
the stock options from them at their market value. In any case and regardless
of what is said in section 3 above, the vesting (subscription) period shall
commence immediately for all options received by the stock option owners in
case a public offer for the shares of the Company is published. 

Acquisition or conveyance of the Company's own shares or acquisition of stock
options or other special rights entitling to shares shall have no impact on the
status of the stock option owner. If the Company, however, resolves to acquire
or convey its own shares from all shareholders, the stock option owners shall
be made an equivalent offer. 

If a redemption right or obligation to all of the Company's shares, as referred
to in Chapter 18 Section 1 of the Finnish Companies Act, arises to any of the
shareholders before the end of the share subscription period, on the basis that
a shareholder possesses over 90 % of the shares and the votes of the shares of
the Company, the stock option owners shall be given a possibility to use their
right of share subscription by virtue of the stock options, within a period of
time determined by the Board of Directors, or they shall be given an equal
possibility to that of shareholders to sell their stock options to the
redeemer, irrespective of the transfer restriction defined in Section I.5
above. A shareholder who possesses over 90% of the shares and votes of the
shares of the Company has the right to purchase the stock option owner's stock
options at their market value. 

III OTHER MATTERS

These terms and conditions shall be governed by Finnish law. Disputes arising
in relation to the stock options shall be settled by arbitration in accordance
with the Arbitration Rules of the Central Chamber of Commerce. 

The Board of Directors may decide on the transfer of the stock options to the
book-entry securities system at a later date and on the resulting technical
amendments to these terms and conditions, as well as on other amendments and
specifications to these terms and conditions which are not considered
essential. Other matters related to the stock options shall be decided on by
the Board of Directors. 

The Board of Directors can decide that the stock options shall be listed on a
suitable stock exchange, provided that there are no legal obstacles. 

The Company shall be entitled to withdraw the stock options which have not been
transferred, or with which shares have not been subscribed for, free of charge,
if the stock option owner acts against these terms and conditions, or against
the regulations given by the Company on the basis of these terms and
conditions, or against applicable law, or against the regulations of the
authorities. 

These terms and conditions have been made in Finnish and in English. In the
case of any discrepancy between the Finnish and English terms and conditions,
the Finnish terms and conditions shall apply.