RESOLUTIONS OF RUUKKI GROUP'S ANNUAL GENERAL ME...

RESOLUTIONS OF RUUKKI GROUP'S ANNUAL GENERAL MEETING

14:00 London, 16:00 Helsinki, 8 May 2013 - Ruukki Group Plc ("Ruukki" or "the Company") (LSE: RKKI, OMX: RUG1V), Stock Exchange Release

RESOLUTIONS OF RUUKKI GROUP'S ANNUAL GENERAL MEETING

Ruukki Group Plc ("Ruukki" or the "Company") (LSE: RKKI, OMX: RUG1V) is pleased to announce that all the resolutions proposed at today's Annual General Meeting (the "AGM"), as published in the invitation to the meeting on 16 April 2013, were passed.

The AGM adopted the financial statements and the consolidated financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial period 2012. The AGM resolved in accordance with the proposal of the Board of Directors a capital redemption of EUR 0.01 per share for the year ended on 31 December 2012. The payment will be made from the Company's fund for invested unrestricted equity 21 May 2013. The capital redemption is to be paid to the shareholders who are registered on the company's shareholder register maintained by Euroclear Finland Ltd on the record date for payment, being 14 May 2013. Shares will commence trading without the right to the capital redemption payment on 9 May 2013 in London and 10 May 2013 in Helsinki. The AGM resolved that no dividend is paid for 2012.

THE BOARD OF DIRECTORS
The AGM resolved that the Board of Directors comprises of six (6) members: Dr Jelena Manojlovic (UK citizen), Ms Bernice Smart (UK citizen), Mr Markku Kankaala (Finnish citizen), Dr Danko Koncar (Croatian citizen), Mr Michael Lillja (Finnish citizen) and Dr Alfredo Parodi (Italian citizen).

Save as set out above, there are no matters which require disclosure under UK Listing Rule 9.6.13.

The AGM resolved that all Board Members are paid EUR 3,000 per month. Those members of the Board of Directors that are executives of the Company are not entitled to receive any remuneration for the Board membership.

THE AUDITOR
The AGM resolved that the Company will pay the fee to the Auditor against an invoice approved by the Company and that according to the recommendation by the Audit Committee the Authorised Public Accountant Firm Ernst & Young Oy was re-elected as the Auditor of the Company. Ernst & Young Oy has informed that the auditor having the principal responsibility is Authorised Public Accountant Tomi Englund.

SHARE ISSUE AND OTHER SPECIAL RIGHTS THAT ENTITLE TO SHARES
The AGM resolved the Board of Directors 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 can 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 authorization may be used 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. 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 can also be made with other consideration than money. The authorization contains the 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 authorization replaces all previous authorizations and it is valid two (2) years from the decision of the Annual General Meeting.

ACQUIRING OF OWN SHARES
The AGM resolved to authorize the Board of Directors to decide on the acquiring of the Company's own shares. The authorization concerns the acquiring of own shares a maximum of 15,000,000 own shares that 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 authorization replaces all previous authorizations and it is valid 18 months from the decision of the Annual General Meeting. The authorization concerns the acquisition of own shares among other things to 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 MEETING OF THE BOARD OF DIRECTORS
Following the AGM, the Board of Directors held a meeting in which Jelena Manojlovic was appointed Chairman and Bernice Smart Deputy Chairman. The Board Committees and their composition are as follows:

Audit Committee
Bernice Smart, Chairman
Markku Kankaala
Alfredo Parodi

The Nomination and Remuneration committee
Jelena Manojlovic, Chairman
Michael Lillja
Bernice Smart

OTHER INFORMATION
Ruukki Group Plc has on 8 May 2013 a total of 248,432,000 shares and votes and the Company holds in total 4,297,437 of its own shares in treasury.

The minutes of the Annual General Meeting will be available on the internet at the Company's website www.ruukkigroup.com at the latest on 22 May 2013.

RUUKKI GROUP PLC
Danko Koncar
CEO


For additional information, please contact:

Ruukki Group Plc
Danko Koncar, CEO, +44 (0)20 7376 1175, danko.koncar@ruukkigroup.com

Investec Bank Plc
Neil Elliot, +44 (0)20 7597 5970, neil.elliot@investec.co.uk
George Price, +44 (0)20 7597 5970, george.price@investec.co.uk

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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