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 [e-mail]; or
-by fax to a number [phone].

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 [phone] 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, [phone], [e-mail]
Markus Kivimäki, General Manager: Corporate Affairs, [phone], [e-mail]

Investec Bank Plc
Stephen Cooper, [phone], [e-mail]

RBC Capital Markets
Martin Eales, [phone], [e-mail]
Peter Barrett-Lennard, [phone], [e-mail]


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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Source: Ruukki Group via Thomson Reuters ONE

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