Ruukki Group Plc, Stock Exchange Release, 21 April 2010 at 4:20 p.m. RESOLUTIONS OF RUUKKI GROUP PLC'S ANNUAL GENERAL MEETING Ruukki Group Plc's Annual General Meeting was held in Espoo on Wednesday 21 April 2010. The Board of Directors' as well as shareholders' proposals for the Annual General Meeting have been published in entirety by a stock exchange release on 31 March 2010, and in addition the amendment to shareholders' proposal on the election of the members of the Board of Directors was published by a stock exchange release on 9 April 2010. Resolutions of the Annual General Meeting: 1. Adoption of the financial statements and the group financial statements The Annual General Meeting adopted the financial statements and the consolidated financial statements for the financial year 1 January 2009 - 31 December 2009. Deviating from the previously given information the financial statements were dated on 31 March 2010. 2. Resolution on the use of the profit and the dividend The Annual General Meeting resolved, in accordance with the Board of Directors' proposal, not to pay dividend from the financial period that ended on 31 December 2009. 3. Resolution on the discharge of the members of the Board of Directors and the CEO from liability The Annual General Meeting discharged the Board of Directors and the Chief Executive Officer from liability for the financial year 2009. 4. Resolution on the remuneration of the members of the Board of Directors and of the Auditor The Annual General Meeting resolved that the Chairman of the Board shall be paid EUR 7,500 per month, the new Board members EUR 6,500 per month and the continuing Board members EUR 5,000 per month. In addition, those members of the Board that are members of the Audit Committee shall be paid for their work at the Audit Committee as follows: the chairman of the Audit Committee EUR 1,000 per Audit Committee's meeting and the other members EUR 500 per Audit Committee's meeting. For any other committees, the chairman shall be paid EUR 600 per committee meeting and the other members shall be paid EUR 300 per committee meeting. The Annual General Meeting resolved that the Company will pay the fee to the auditor against an invoice. 5. Resolution on the number of the members of the Board of Directors The Annual General Meeting resolved that the Board of Directors shall be composed of seven members. 6. Election of the members of the Board of Directors Markku Kankaala, Jelena Manojlovic and Terence McConnachie were re-elected to the Board of Directors and Philip Baum, Paul Everard, Chris Pointon and Barry Rourke were elected as new members to the Board of Directors. The new Board of Directors convened after the Annual General Meeting and re-elected Jelena Manojlovic as the Chairman of the Board of Directors. 7. Election of the Auditor Authorized Public Accountant Firm Ernst & Young Oy was re-elected as the auditor of the Company. Ernst & Young Oy has put forward APA Tomi Englund as principal auditor. 8. Resolution on the amendment of the Articles of Association The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend the provision concerning the notice period of the Annual General Meeting (Article 8) as follows: “8 Notice of Meeting The notice of the General Meeting of Shareholders shall be served on the shareholders no earlier than two (2) months and no later than twenty-one (21) days prior to the meeting but at least nine (9) days prior to the record date of the meeting by registered post mailed to the addresses reported by the shareholders to the Company's share register or in some other documented manner or by publishing the notice of the meeting in at least one newspaper with nationwide circulation selected by the Board of Directors. Aside from Espoo where the Company's registered office is located, the Annual General Meeting may also be held in Helsinki, Oulu, Oulunsalo or Vantaa, Finland.” 9. Resolution on capital repayment The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, that the Company shall make a capital repayment from the paid-up un-restricted equity reserve to the shareholders in such a way that assets shall be distributed EUR 0.04 per share. The capital repayment shall be paid to the shareholders who on the record date 26 April 2010 are registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The date of payment shall be 3 May 2010. The Annual General Meeting authorised the Board of Directors to make resolutions concerning the details of capital repayment. 10. Resolution on directed free issue of shares The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to issue a maximum of 800,000 shares from the Company's treasury shares, by a directed free issue to the members of the Board of Directors. The shares will be issued free of charge and derogating from the pre-emptive subscription right of the shareholders for an especially weighty financial reason, as the shares will form an essential part of the remuneration package for the work at the Board of Directors. The new Board members and the Chairman of the Board shall receive 150,000 shares each and the other Board members shall receive 100,000 shares each (the “Initial Shares”). During the handling of the matter, the Annual General Meeting received a statement from the Board of Directors, according which the Board of Directors will, using the Board's authorisation, later conduct a similar issue of shares to the fourth new Board member, who was proposed to the Board of Directors only after the invitation to the Annual General Meeting was already sent. The members of the Board who have the right to receive Initial Shares shall also receive additional 50,000 shares each if they continue to serve at the Board of Directors after the second ordinary general meeting following the approval of this issue, and another 50,000 shares each if they continue to serve at the Board of Directors after the third ordinary general meeting following the approval of this issue (“Additional Shares”). The total number of the Additional Shares shall thus be in maximum 600,000 shares. The members of the Board who have the right to receive shares in this issue may exercise their right only by entering a separate lock-up agreement that prevents the sale of the shares for three years from their subscription. The lock-up will concern both Initial Shares and Additional Shares. In addition, the agreement will entitle the Company to redeem the Initial Shares free of charge, in part or in full, should the director's term in the Board of Directors end before the third ordinary general meeting following the approval of this issue. The redemption will concern all of the issued shares (3/3) if the director's term at the Board of Directors ends before the first, two-thirds (2/3) if before the second, and one-third (1/3) if before the third ordinary general meeting following the approval of this issue. The Initial Shares will be subscribed immediately and the Additional Shares can be subscribed after the condition for subscription has been met, however not later than five years from this share issue decision. 11. Authorisation for the Board of Directors to decide upon share issue and upon issuing other special rights that entitle to shares The Annual General Meeting authorised the Board of Directors to decide upon share issue and upon 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 100,000,000 new shares or shares owned by the Company. This equates approximately 40.33% of the Company's currently registered shares. 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. The Board of Directors may use the authorisation 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. 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 payment of the subscription price could also be made with other consideration than money. The authorisation would contain right to decide on derogating from shareholders' pre-emptive right to share subscription provided that there is a weighty financial reason for that as defined in Companies' Act, or, in case of a share issue without payment, there is an especially weighty reason for the same both for the company and in regard to the interests of all shareholders in the company as defined in Companies' Act. The authorisation replaces all previous authorisations and it is valid for two (2) years as from the decision of the General Meeting. 12. Authorisation for the Board of Directors to decide on the acquiring of own shares The Annual General Meeting authorised the Board of Directors to decide on the acquiring of Company's own shares. By virtue of the authorisation concerning the acquiring of own shares, a maximum of 10,000,000 own shares 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 authorisation covers acquisition of shares in public trade in NASDAQ OMX Helsinki Oy and also outside of the public trade. The compensation paid for acquired shares shall be based on the market value. Derivative contracts, share loan agreements or other agreements may be made within laws and regulations if they are customary to capital market. The authorisation entitles the Board of Directors to make a resolution on acquisition otherwise than in the relation of the shares owned by the shareholders (directed acquisition) according the preconditions set forth in the Companies Act. The authorisation concerning the acquisition of own shares can 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 authorisation is valid for 18 months as from the decision of the General Meeting. RUUKKI GROUP PLC Alwyn Smit Chief Executive Officer Ruukki Group is an industrial group focusing on minerals and wood processing businesses. Ruukki Group Plc's shares are listed on NASDAQ OMX Helsinki and traded in the mid cap segment, in the industrials sector. For additional information, please contact: Alwyn Smit Chief Executive Officer Ruukki Group Plc Telephone +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.