RUUKKI GROUP PLC'S BOARD OF DIRECTORS PROPOSALS TO ANNUAL GENERAL MEETING

The shareholders of Ruukki Group Plc are invited to
attend the annual general meeting to be held in Espoo, in
address Innopoli I, Tekniikantie 12, 02150 Espoo, on
Friday 20 April 2007 at 10:00 am.

ISSUES IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF
ASSOCIATION, SECTION 10

On the agenda of the meeting there will be, in addition
to issues in accordance with the Company's articles of
association, the following proposals of board of
directors:

-Amendment of articles of association
-Authorisation of the board of directors to decide on
share issue, granting option rights and other special
rights that entitle to share
-Directed share issue for free to the sellers of Pan-
Oston Ltd and Lappipaneli Ltd
-Updating the terms of the option program I/2005
-Selling the shares in the joint book-entry account in
the name of the owner of the shares

Invitation to annual general meeting will be published as
a stock exchange release on 30 March 2007 and in
Kauppalehti on 2 April 2007.


DIVIDEND PAYOYT

Board of Directors proposes to the annual general meeting
that a dividend of EUR 0.03 per share shall be paid out
from company's retained earnings, however excluding the
new shares that have been issued in February 2007 in
conjunction with the conversions of convertible bond
notes. These new shares are traded as a separate share
series. Furthermore, if new shares will be issued due to
the proposition made by the Board to the annual general
meeting on free directed share issue, those new shares
are not entitled to the proposed dividend.


PROPOSAL BY THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL
MEETING FOR THE AMENDMENT OF THE ARTICLES OF ASSOCIATION

Board of Directors proposes to the annual general meeting
that the Articles of Association of the Company would be
amended because of the new Companies Act as follows:

- 1 § (Business Name and Domicile of the Company) shall
be altered as follows:
"The Business Name of the Company is Ruukki Group Plc and
the domicile of the Company is Espoo."

- 3 § (Minimum and Maximum Share Capital and the Shares)
shall be removed.

- 4 § (Book-Entry Securities System) shall be altered as
follows:
"The shares of the Company are in Book-Entry Securities
System."

- The headline of the 8 § (Actual Signing for the
Company) shall be altered as "Representing of the
Company" and it shall be altered as follows:
"The company shall be represented by the Managing
Director and the Chairman of the Board of Directors each
by oneself. The Board of Directors may give a right to
represent the company by oneself or together to other
named persons."

- The last clause of the 9 § (Notice of General Meeting)
shall be altered as follows:
"The General Meeting may be held in addition to the
domicile of the Company in Helsinki, Oulu, Oulunsalo or
Vantaa."

- 11 § (Accounting Period) shall be altered as follows:
"The accounting period of the company is calendar year"

- The last clause of the 12 § (Preliminary Enrolment)
shall be altered as follows:
"The enrolment time may be set to end at the earliest ten
(10) days before the General Meeting."

-14 § shall be removed

- The numbering of the paragraphs of the Articles of
Association shall be altered respectively because of the
above-mentioned alterations.


PROPOSAL BY THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL
MEETING FOR AUTHORISATION OF THE BOARD OF DIRECTORS TO
DECIDE ON SHARE ISSUE, GRANTING OPTION RIGHTS AND OTHER
SPECIAL RIGHTS THAT ENTITLE TO SHARES

Board of Directors proposes to the annual general meeting
that the general meeting gives the Board of Directors an
authorization to decide on share issue, granting option
rights and other special rights that entitle to shares.

At the maximum 25,000,000 shares, which equal
approximately 17.9 per cent of the total amount of the
existing shares, may be issued by virtue of the
authorization. The issued shares may be new shares or
shares that are in the possession of the Company. The
Board of Directors shall by this authorization be granted
a right to decide upon the share issues and/or the
issuing of option and other special rights in equal way
the general meeting would be able to decide.

The Board of Directors proposes that the authorization
shall be used among others to finance and enable
corporate acquisitions, asset purchase deals and other
business arrangements and investments or to give
incentives and to engage the personnel. The Board of
Directors proposes that the Board of Directors may decide
on share issues against payment or for free. The Board of
Directors also proposes that the authorization includes a
right to deviate from the shareholders' pre-emptive
rights provided there is a weighty financial reason.

This authorization is valid for two years after the
decision.


PROPOSAL BY THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL
MEETING ON DIRECTED SHARE ISSUE FOR FREE

Ruukki Group Plc ("The Company") has 139,615,737 shares
on the day of this proposal by the Board of Directors.

The Company has acquired the entire share capital of Pan-
Oston Ltd by share exchange agreement dated on 5
September 2003 and approximately 60.2 per cent of the
share capital of Lappipaneli Ltd by share exchange
agreement dated on 30 December 2003. In these share
exchange agreements the parties have agreed that in case
Pan-Oston Ltd and Lappipaneli Ltd succeed to meet certain
key figures measuring their financial success, additional
purchase price shall be paid. Both Pan-Oston Ltd and
Lappipaneli Ltd have reached these key figures and
therefore the Company has become liable to pay to the
sellers in the share exchange agreements the agreed
additional purchase price based on above-mentioned
companies' financial year 2006.

The Company's Board of Directors proposes the general
meeting to decide upon directed share issue for free of
an amount in total 598,285 new shares by deviating from
the shareholders' pre-emptive right of subscription. The
board proposes the shares to be issued as follows:

In the share issue 134,432 new shares will be given to
JSH Capital Ltd, 9,859 new shares will be given to Olli-
Pekka Salovaara and 4,862 new shares will be given to
Seppo Honkanen. The above-mentioned recipients acted all
as sellers in the share exchange of Pan-Oston Ltd.
Furthermore, Pekka Tuovinen, who acted as seller in the
share exchange of Lappipaneli Ltd, will be given 224,566
new shares and Petri Tuovinen, who as well acted as
seller in the share exchange of Lappipaneli Ltd, will be
given 224,566 new shares. The above-mentioned amounts of
shares are based on the provision on the additional earn-
out purchase prices agreed in the share exchange
agreements and on the proportional ownerships the sellers
had in the sold companies at the moment of the exchange.

No secondary rights apply to shares. The shares shall be
issued for free.


PROPOSAL BY THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL
MEETING FOR UPDATING THE TERMS OF THE OPTION PROGRAM
I/2005 TO THE EXTENT THAT THE NEW COMPANIES ACT ENABLES

Board of Directors proposes to the annual general meeting
that the terms of the Option Program I/2005 shall be
updated to the extent that the new Companies Act enables.

The terms shall be altered mainly in a way that the Board
of Directors would be given the right to freely decide on
the directing of the options. The Board of Directors may
not decide to grant options to itself. The references to
accounting par value of the shares shall be removed from
the terms, the paid subscription price of the options
shall be determined to be entered to the invested non-
restricted equity fund, and the amount of the dividends
paid to the shares after 31.12.2005 shall be noticed.

The terms as a whole are in separate appendix (in Finnish
only).


PROPOSAL BY THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL
MEETING FOR SELLING THE SHARES IN THE JOINT BOOK-ENTRY
ACCOUNT IN THE NAME OF THE OWNERS OF THE SHARES

Board of Directors proposes to the annual general meeting
that the shares in the joint book-entry account of whose
part a registration of ownership to a book-entry account
has not been demanded even though five years have passed
since the registration date. Since the decision of the
general meeting to enter shares in a book-entry system
has been made before the new Companies Act
(21.7.2006/624) become effective, the Old Companies Act
shall be applied (29.9.1978/734).

The owner of a share in the joint book-entry account
shall within one year from a request based on the
decision demanded that his right be registered at the
risk of forfeit his right to the share and that after the
selling he has a right only to the assets received from
the selling.

General meeting has before decided on selling the shares
in the joint book-entry account. The previous decisions
have been executed. The amount of the shares in the joint
book-entry account has multiplied because of the bonus
issues on year 2000. The proposal given now relates to
the shares from the mentioned bonus issues.

The balance of the joint book-entry account on 20 April
2007 totals 47,500 shares that correspond to 0.34 per
cent of the total number of shares.

The Board of Directors proposes that the shares in
question shall be sold via the stock exchange in the name
of the owners of the shares.


RUUKKI GROUP PLC

BOARD OF DIRECTORS

Ruukki Group is a multi-sector industrial group having
mainly majority ownership interests in various small and
medium-sized companies in e.g. house building, sawmilling
business, furniture business and care services. Ruukki
Group share (RUG1V) is listed on OMX Nordic Exchange's so-
called small cap category.

For further information, please contact:

Antti Kivimaa
Chief Executive Officer
Ruukki Group Plc
Telephone +358 400 501 780
www.ruukkigroup.fi