Ruukki Group Plc's Board of Directors invites the shareholders to attend the Annual General Meeting that will be held on Monday, 31 March 2008, starting at 10:00 am. The meeting will be held in Espoo at the address Keilasatama 5, 02150 Espoo, Merituuli meeting room. On the agenda of the Annual General Meeting there will be, in addition to issues in accordance with the Company's articles of association, the following proposals by the Board of Directors: - Authorising the Board of Directors to decide on share issue and on the issuing of other special rights that entitle to shares - Authorising the Board of Directors to decide on the acquiring of own shares - Authorising the Board of Directors to decide on the transferring of acquired own shares Invitation to the Annual General Meeting will be published as a stock exchange release on 11 March 2008 and as advertisements in Helsingin Sanomat and Kauppalehti on 14 March 2008. THE PROPOSAL OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING FOR AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE AND ON THE ISSUING OF OTHER SPECIAL RIGHTS THAT ENTITLE TO SHARES The Board of Directors proposes to the Annual General Meeting that the Board of Directors would 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 emitted in one or more tranches in total a maximum of 50,000,000 new shares or shares owned by the Company. This represents about 17.2 % of the Company's shares outstanding currently. 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 in every way similarly as the Annual General Meeting could decide on these. The Board of Directors presents that the authorisation would be used among other things in financing and enabling corporate and business acquisitions or other business arrangements and investments or in the incentive and commitment programs 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 Board of Directors proposes also that the authorisation would contain right to decide on deviating from shareholders' pre-emptive right to share subscription provided that there is a weighty financial reason for that. The Board of Directors proposes that the authorisation replaces all previous authorisations and that it is valid one year as from the decision of the Annual General Meeting. THE PROPOSAL OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING FOR AUTHORISING 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 authorised to decide on the acquiring of own shares. By virtue of the authorisation concerning the acquiring of own shares a maximum of 10,000,000 own shares could be acquired with the funds from the company's unrestricted shareholders' equity. The compensation paid for acquired shares will be determined on the grounds of the trading rate determined to the company's share in the OMX Nordic Exchange Helsinki on the day of the acquisition. 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 shares will be acquired in a public trade arranged by the OMX Nordic Exchange Helsinki at the market value of the acquisition moment formed in this trade. Because the shares are acquired in a public trade the acquisition doesn't correspond to the ownership relations. The acquisition of the shares can start at the earliest two weeks after the Board of Directors has made a unanimous decision about it and after this decision has been published in a stock exchange release. Shares can in one acquisition occasion be acquired a maximum of one fourth of the average daily trading of the preceding month before the decision of the Board of Directors. The Board of Directors proposes that the authorisation is valid one year as from the decision of the Annual General Meeting. THE PROPOSAL OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING FOR AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE TRANSFERRING OF ACQUIRED OWN SHARES The Board of Directors proposes to the Annual General Meeting that the Board of Directors would be authorised to decide on the transferring of acquired new shares. By virtue of the authorisation concerning the transferring of acquired own shares a maximum of 10,000,000 own shares could be transferred. The Board of Directors proposes that the Board of Directors has the right to decide on to whom shares are issued, that means to transfer shares directed deviating from shareholders' pre-emptive right. The Board of Directors presents that the authorisation concerning the transferring of own shares would among other things be used as a compensation in possible corporate acquisitions or other arrangements or in executing the company's share-based incentive schemes in the way and extent the Board of Directors decides. The Board of Directors presents that the Board of Directors has also the right to decide on the selling of own shares in a public trade arranged by the OMX Nordic Exchange Helsinki in order to finance possible corporate acquisitions. The shares will be granted at the market value of the transfer moment formed in the public trade and they can be granted against other compensation than pecuniary consideration. The Board of Directors proposes that the authorisation is valid one year as from the decision of the Annual General Meeting. ELECTION OF THE AUDITOR The Board of Directors proposes to the Annual General Meeting that the Authorised Public Accountants KPMG Oy Ab and Reino Tikkanen, APA, will be re-elected as the auditors of the Company. DIVIDEND DISTRIBUTION The Board of Directors proposes to the Annual General Meeting that a dividend of 4 cents (EUR 0.04) per share would be paid from the retained earnings at the balance sheet date 31 December 2007. The record date of the dividends would be 3 April 2008 and the payment date 10 April 2008. RUUKKI GROUP PLC BOARD OF DIRECTORS Ruukki Group's strategic aim is to concentrate on wood processing within the Northern coniferous wood zone. Group business operations will be focused on mechanical wood processing, and furthermore on pulp business. Ruukki Group Plc's share is listed on Helsinki Stock Exchange. In the OMX Nordic Exchange the shares of the company are traded in the mid cap sector, in the industrials segment. For further information, please contact: Matti Vikkula Chief Executive Officer Ruukki Group Plc Telephone +358 45 6700 606 www.ruukkigroup.fi This stock exchange release is based on translation into English of a document written in Finnish. In case there would be any potential discrepancies, inconsistencies or inaccuracies, the Finnish version of the release shall prevail.
RUUKKI GROUP PLC: BOARD OF DIRECTORS' PROPOSALS TO ANNUAL GENERAL MEETING
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