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The resolutions of Rautaruukki's Annual General Meeting
March 23, 2006 14:30 CET

The resolutions of Rautaruukki's Annual General Meeting

Rautaruukki Oyj Stock Exchange Release 23 March 2006 at 15.30
 
Rautaruukki Corporation's Annual General Meeting (AGM) approved today the
financial statements and discharged the members of the Supervisory Board, the
Board of Directors and the President & CEO from liability for the financial year
2005. The Meeting decided that a dividend of EUR 1.40 per share will be
distributed for 2005. The dividend will be paid on 4 April 2006 to a shareholder
who is inscribed as a shareholder in the Registry of shareholders maintained by
the Finnish Central Securities Depository Ltd on the matching day, 28 March 2006.
 
The AGM elected Rautaruukki's Board of Directors to serve until the end of the
AGM 2007. Mr Jukka Viinanen was re-elected as Chairman of the Board, and Mr Georg
Ehrnrooth was re-elected as Deputy Chairman. Ms Maarit Aarni, Mr Christer
Granskog, Ms Pirkko Juntti, Mr Kalle J. Korhonen and Ms Kiuru Schalin were re-
elected as members of the Board of Directors. Mr Reino Hanhinen, the Chairman of
the Board of Directors of YIT-Yhtymä Oyj, was elected as new member of the Board.
 
 
The AGM elected the Supervisory Board to serve until the end of the AGM 2007. Mr
Turo Bergman was re-elected as Chairman and Mr Jouko Skinnari was re-elected as
Deputy Chairman. Re-elected to seats on the Supervisory Board were Mr Heikki
Allonen, Ms Inkeri Kerola, Ms Miapetra Kumpula-Natri, Mr Petri Neittaanmäki, Mr
Tapani Tölli and Mr Lasse Virén. Mr Markku Tynkkynen, Executive Vice President,
Resources, of UPM-Kymmene Corporation, was elected as new member of the
Supervisory Board.
 
 
Ernst & Young Oy, Mr Pekka Luoma, Authorized Public Accountant, was re-elected as
the Company's Auditor.
 
 
The Annual General Meeting authorized the Board of Directors to resolve to
repurchase a maximum of 11,000,000 Rautaruukki series K shares (7.92% of the
total number of shares) by using funds available for distribution of profits. The
shares can be repurchased for the purpose of developing the capital structure of
the Company, for using the shares in financing corporate acquisitions or other
arrangements, for using them as a part of the Company's or its subsidiaries' key
personnel's incentive plans or otherwise disposing or invalidating them. Shares
will be repurchased in public trade on the Helsinki Stock Exchange at the
prevailing market price. The Board of Directors decides on other conditions, if
any, for the repurchase of the shares. The authorization is valid for one year
from the Annual General Meeting.
 
The Annual General Meeting authorized the Board of Directors to resolve to
dispose a maximum of 13,592,697 Rautaruukki series K shares. The authorization
will entitle the Board to resolve to whom, under which terms and conditions and
how many shares are disposed. The shares can be disposed in another proportion
than that of the shareholders' pre-emptive right if there is an important
financial reason for the Company such as strengthening of the Company's capital
structure, financing or carrying out corporate acquisitions or other arrangements
as well as using the shares as a part of the Company's or its subsidiaries' key
personnel's incentive plans. The Board of Directors may also decide to sell the
shares in public trade on the Helsinki Stock Exchange. The Board of Directors
decides on other conditions, if any, for the disposal of the shares. The
authorization is valid for one year from the Annual General Meeting.
 
 
The Annual General Meeting decided to reject the proposal by the shareholder Mr
George Jauhiainen to abolish the Supervisory Board.
 
The Annual General Meeting decided to approve the proposal by the Board of
Directors to partially amend the Article 5 of the Articles of Association so,
that the sentence "The Chairman of the Supervisory Board has the right to be
present at the meetings of the Board of Directors" shall be withdrawn.
 
The Annual General Meeting decided to establish a Nomination Committee to prepare
proposals for the following Annual General Meeting regarding the composition of
the Board of Directors and director remuneration.
 
The minutes of the Annual General Meeting will be available for viewing by the
shareholders at the Company's head office at the latest April 6, 2006.
 
 
 
ADDITIONAL INFORMATION
 
Sakari Tamminen, President & CEO, tel. +358 20 592 9075
 
Tiina Bäckman, General Counsel, tel. +358 20 592 9068
 
 
 
Rautaruukki Corporation
 
Taina Kyllönen
VP, Corporate Communications
 
 
Ruukki supplies metal-based components, systems and integrated systems to the
construction and mechanical engineering industries. The company has a wide
selection of metal products and services. Ruukki has operations in 23 countries
and employs 12,000 people. Net sales in 2005 totalled EUR 3.7 billion. The
company's share is quoted on the Helsinki Exchanges (Rautaruukki Corporation:
RTRKS). The Corporation has used the marketing name Ruukki since 2004.
 
 
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