Ruukki Group Plc, Stock Exchange Release, 10 October 2008 at 12:22 p.m. The shareholders of Ruukki Group Plc are invited to an Extraordinary General Meeting which is to be held on Tuesday October 28, 2008 from 11:00 a.m. in Espoo at the address Hotelli Matinlahti, Juhlasali, Rantamäki 3, 02230 Espoo. The reception of those who have given notice to attend begins at 9:00 a.m. in the meeting facilities. This invitation to Extraordinary General Meeting 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. THE MOTIONS TO BE DECIDED UPON IN THE MEETING: 1. THE ACQUISITION OF CHROME ORE AND FERROCHROME BUSINESSES FROM KERMAS LIMITED The Board of Directors of Ruukki Group Plc (hereinafter referred to also as “Ruukki” and “Company”) proposes that the Extraordinary General Meeting shall resolve, in a way described more precisely in separate proposition of the Board of Directors, on execution of acquisition related to chrome and ferrochrome operations so that: (1) Ruukki Group Plc shall purchase about 99.999 % and its subsidiary Rekylator Oy about 0.001 % of the shares of a Maltese Company called RCS Limited (hereinafter referred to as “RCS”) from a company called Kermas Limited; and (2) Ruukki Group Plc shall purchase approximately 98.75 % of the shares of a Turkish company called Türk Maadin Sirketi A.S. (hereinafter referred to as “TMS”) from Kermas Limited; and (3) Ruukki Group Plc has a put option for two years after the purchase of TMS shares to sell back whenever it wishes the shares of TMS it owns; and (4) RCS and Elektrowerk Weisweiler GmbH (hereinafter referred to as ”EWW”), a subsidiary fully owned by Kermas Limited, will as part of the transaction enter into a toll manufacturing agreement for a period of up to 10 years, whereby EWW commits to manufacture low carbon ferrochrome as a toll manufacturer from chrome ore provided by RCS and other raw materials needed; and (5) as related to EWW: (i) Kermas Limited will up and until 31 December 2013 not to transfer the shares of EWW to any third party; and (ii) Ruukki Group Plc has a call option to acquire, at fair value, all the shares of EWW from Kermas Limited during a period commencing 1 January 2014 and ending 31 March 2014; and (iii) since April 1, 2014 until March 31, 2018 Ruukki Group Plc has a right of first refusal and right to match any offer in case Kermas would sell EWW shares to any third party. Kermas Limited that is seller in the contemplated acquisitions described above is a related party to Ruukki Group Plc. Kermas Limited commits to assist and provide services to Ruukki Group Plc until 31 December 2013 for execution of business of all the target companies. Ruukki Group Plc pays as a purchase consideration for the vertically integrated business that is comprised of RCS, TMS and EWW the following: (i) EUR 80,000,000 in cash at the closing; and (ii) as a potential additional earn-out purchase consideration, 50 % of the combined net profit of RCS and TMS during a five year period covering financial years 2009 - 2013, so that a. in any case the maximum total earn-out consideration is EUR 150,000,000; and b. these additional purchase considerations shall be paid annually after the financial statements of RCS and TMS have been completed; and c. these additional earn-out considerations shall be paid with Ruukki Group Plc issuing 73,170,731 option rights; and d. Kermas Limited will for its 50 % share cover for any combined RCS and TMS losses during the years 2009-2013. The exercise price of the call option related to the shares of EWW is based on market value of EWW derived from a third party valuation definition confirmed by external independent party or to legislation. The execution price of the call option of the shares of TMS is EUR 1.00. Moreover, Ruukki Group Plc is committed to at the maximum EUR 8,000,000 funding to TMS to finance its capital expenditure so that and based on the assumption that the tailings located at TMS's mines may be exploited better than before with economic and feasible way. The acquisition of chrome ore and ferrochrome business from Kermas Limited accordant to the item 1 of this invitation and the option rights accordant to the item 2 of this invitation form one entity that can not be separated. Thus, approving this decision is conditional for that the decision accordant to item 2 is also accepted. 2. RESOLUTION ON OPTION RIGHTS RELATED TO THE EXECUTION OF ACQUISITION RELATED TO COMPANIES RCS ANT TMS The Board of Directors of Ruukki Group Plc proposes to the Extraordinary General Meeting that the Extraordinary General Meeting would make a resolution to issue option rights to Kermas Limited, related to partially paying the purchase consideration of the chrome ore and ferrochrome businesses to be acquired, with following key terms and conditions: The option rights will be issued without consideration to the company Kermas Limited. A total of 73,170,731 option rights will be issued and they will entitle the recipients to subscribe for a maximum total of 73,170,731 shares in Ruukki Group Plc. The share subscription price per a share is EUR 2.30 (dividend adjustment). The option rights holders will primarily be entitled to new shares in the Ruukki Group Plc. If the Ruukki Group Plc has treasury shares at the time of subscription, the Board of Directors can decide that the option right holders will be entitled, either entirely or in part, to treasury shares. The precondition for share subscription is that Kermas Limited is entitled to the additional earn-out purchase consideration that is defined more precisely in the agreements related to the proposed transaction. The Board of Directors of Ruukki decides on the number of the shares annually after the additional earn-out purchase consideration has been deemed as agreed. The subscription period for the shares occurs annually within 30 business days after the approval of the additional earn-out purchase consideration and matures on December 31, 2014. The subscription price may only be paid by off-setting it with an approved additional earn-out purchase consideration receivable Kermas Limited has from Ruukki Group Plc. The acquisition of chrome ore and ferrochrome business from Kermas Limited accordant to the item 1 of this invitation and the option rights accordant to the item 2 of this invitation form one entity that can not be separated. Thus, the resolution on option rights will not be discussed in case that the Extraordinary General Meeting has not approved the decision on the acquisition of chrome ore and ferrochrome business from Kermas Limited accordant to the item 1 of this invitation. 3. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUIRING OF OWN SHARES The Board of Directors of Ruukki Group Plc proposes to the Extraordinary General Meeting that the Board of Directors would be authorized to decide on the acquiring of own shares. By virtue of the authorization concerning the acquiring of own shares a maximum of 19,000,000 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 shares will be acquired in a public trade arranged by the OMX Nordic Exchange Helsinki to 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 shares shall be acquired according to the rules of OMX Nordic Exchange Helsinki that concern acquiring of own shares and otherwise according to the regulation related to acquiring own shares. The Board of Directors proposes that the authorization is valid two years as from the decision of the Extraordinary General Meeting. 4. RESOLUTION ON OPTION RIGHTS FOR CEO Board of Directors of Ruukki Group Plc proposes to the Extraordinary General Meeting that as a part of the rewarding and incentive plan the company would give, in deviation from the shareholders´ pre-emptive right of subscription, in total maximum 2,900,000 option rights. The option rights would entitle the owner to subscribe in total maximum 2,900,000 new shares or shares that are in the possession of the company. The option rights would be given to the company's CEO Alwyn Smit to increase his commitment and work motivation. As the option rights are meant to be a part of the company's rewarding and incentive plan there is a weighty financial reason to deviate from the shareholders' pre-emptive right of subscription. The subscription price of the option rights is EUR 2.30 per share. The subscription period of the shares shall start staggered on November 11, 2008 and shall end on December 31, 2015. KEEPING THE DOCUMENTS AVAILABLE The proposals of the board of directors with annexes and other documents required to be kept available according to the Finnish Companies Act will be available for the shareholders' inspection from October 14, 2008 at the company headquarters at address Keilasatama 5, 02150 Espoo. In addition the documents will be available from October 14 on the company's website at the address www.ruukkigroup.fi. The Company shall advise the shareholders on entering the website. The following documents that are related to the proposed transaction are available for the shareholders' view and inspection at the company headquarters, address Keilasatama 5, 02150 Espoo: - Master Purchase Agreement related to RCS, TMS and EWW; - Summary of Toll Manufacturing Agreement between RCS and EWW; - Summary of Memorandum of Understanding with Kermas group; - Summary of Financial and Tax Due Diligences and list of the key findings; - Summary of Legal Due Diligence of the targets of the transaction and list of the key findings. The shareholders have a right to inspect these documents but any copies or summaries of these documents are not given or sent. The data is mainly in English and there are no translations for all parts. Shareholder that wishes to inspect these documents is kindly asked to agree on time and other practicalities by announcing it in advance by email to ilmo@ruukkigroup.fi or by fax to +358 10 440 7001. The shareholders or their representatives must commit themselves to follow the instructions given related to the data. RIGHT TO ATTEND Right to attend the Extraordinary General Meeting has a shareholder who is not later than on October 17, 2008 registered as a shareholder of the company in the shareholder register maintained by Finnish Central Securities Depository Oy. A foreign shareholder holding nominee registered shares who wishes to attend the Meeting shall in good time contact his/her nominee operator and act according to the instructions of the nominee operator. In this case the temporary registration in the shareholder register shall be valid no later than on October 17, 2008. A shareholder can attend the Meeting personally or represented by a representative. A shareholder has also right to use an assistant. 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. on October 21, 2008 by letter to Ruukki Group Plc, Keilasatama 5, 02150 Espoo, or by e-mail to ilmo@ruukkigroup.fi or by fax to +358 10 440 7001. 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. Possible proxies are asked to be delivered in written form together with the notice to attend, that means not later than on October 21, 2008 at 4:00 p.m. ESPOO, ON OCTOBER 10, 2008 RUUKKI GROUP PLC BOARD OF DIRECTORS Ruukki Group Plc's shares are listed on OMX Nordic Exchange Helsinki in which the shares of the Company are traded in the mid cap segment, in the industrials sector. For additional information, please contact: Alwyn Smit Chairman of the Board and CEO Ruukki Group Plc Telephone +358 50 442 1663 / +41 7960 19094 www.ruukkigroup.fi This stock exchange release is based on a translation into English of a document written in Finnish. In case of any discrepancies, inconsistencies or inaccuracies, the Finnish version of the release shall prevail.