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

16:30 London, 18:30 Helsinki, 10 May 2012 - Ruukki Group Plc, 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 18 April 2012, were passed.

The AGM adopted the financial statements and the group financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial period 2011. The AGM resolved that no dividend is paid for 2011.

THE BOARD OF DIRECTORS

The AGM resolved that there are eight (8) members on the Board of Directors. Philip Baum, Paul Everard, Markku Kankaala, Danko Koncar, Jelena Manojlovic, Chris Pointon, Barry Rourke and CEO Thomas Hoyer were re-elected to the Board.

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

The AGM resolved that the Chairman shall be paid EUR 12,500 per month, the Deputy Chairman EUR 11,000 per month and other Board members EUR 10,000 per month. In addition, the Audit Committee Chairman shall be paid for his/her work at the committee EUR 2,500 per month and the other members EUR 1000 per month The members of the other committees shall be paid EUR 750 per month per Committee.

THE AUDITOR

The AGM resolved that the Company will pay the fee to the Auditor against an invoice 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 and the main responsibility is Authorised Public Accountant Tomi Englund.

ACQUISITION OF ELEKTROWERK WEISWEILER GMBH

The AGM accepted the proposal by the Board of Directors that the arrangements as detailed in the circular published on 18 April 2012 (the "Circular") between the Company and Kermas Limited relating to the proposed Transaction (each as defined in the Circular) was approved and the Board of Directors was 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 was released as a stock exchange release on 18 April 2012 and is available as a Board proposal to the Annual General Meeting on the Company's website at www.ruukkigroup.com.

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 ORGANISATION MEETING OF THE BOARD OF DIRECTORS

Following the Annual General Meeting, the Board of Directors held an organisation meeting in which Jelena Manojlovic was appointed Chairman and Chris Pointon Deputy Chairman. The Board Committees and their composition are as follows:

Audit Committee:
Barry Rourke, Chairman
Paul Everard
Chris Pointon

Nomination Committee:
Chris Pointon, Chairman
Jelena Manojlovic
Barry Rourke

Remuneration Committee:
Chris Pointon, Chairman
Jelena Manojlovic
Barry Rourke

Safety, Health and Sustainable Development Committee:
Paul Everard, Chairman
Markku Kankaala
Chris Pointon

OTHER INFORMATION
Ruukki Group Plc has on 10 May a total of 248,432,000 shares and votes, and the holds in total 4,414,682 own shares.

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 24 May 2012.

RUUKKI GROUP PLC
Thomas Hoyer
CEO

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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