STOCK EXCHANGE RELEASE
February 3, 2009 at 1.15 pm
The Board of Directors of Outokumpu Oyj has today decided to convene an Annual General Meeting of shareholders that will be held on Tuesday, March 24, 2009 at 1.00 pm EET in Marina Congress Center, in Helsinki, Finland.
Notice of Annual General Meeting
Notice is given to the shareholders of Outokumpu Oyj of the Annual General Meeting to be held on Tuesday, March 24, 2009 at 1.00 pm EET in Marina Congress Center, address: Katajanokanlaituri 6, 00160 Helsinki, Finland.
Registration for attendance and distribution of voting slips will commence at 12.00 pm EET.
The Meeting shall address the items prescribed in Article 13 of the Articles of Association as belonging to the Annual General Meeting and additional matters as follows:
1. Presentation of the Annual Accounts and the report of the Board of Directors
Review by the Chief Executive Officer.
2. Presentation of the auditor's report
3. Approval of the Annual Accounts
4. Deciding the use of the profit shown on the balance sheet and payment of dividend
The Board proposes to the Annual General Meeting a dividend of EUR 0.50 per share for the year 2008. The dividend will be paid to shareholders registered in the shareholders' register maintained by the Finnish Central Securities Depository Ltd. on the record date March 27, 2009. The Board proposes that the dividend be paid on April 3, 2009.
5. Granting discharge from liability to the members of the Board of Directors and the Chief Executive Officer
6. Deciding of remuneration for the members of the Board of Directors and the auditors
The Shareholders' Nomination Committee formed at the Annual General Meeting in 2008, jointly representing shareholders with 43.3% of the voting power of all shareholders at the time when the Committee started its work, proposes to the Annual General Meeting that the remuneration for the members of the Board elected at the Annual General Meeting for the term ending at the close of the Annual General Meeting in 2010 will remain unchanged and as follows: annual remuneration of EUR 70 000 for the Chairman, EUR 43 000 for the Vice Chairman and EUR 34 000 for the other members. Additionally a meeting fee of EUR 600 per meeting for each member of the Board. The meeting fee is paid separately for each meeting and committee meeting of the Board. The meeting fee is double for non-Finnish members of the Board.
The two largest shareholders of the Company, Solidium Oy and the Social Insurance Institution of Finland, jointly representing approximately 39.18% of the voting power of all shareholders, propose to the Annual General Meeting that the elected auditor be reimbursed in accordance with the auditor's invoice.
7. Election of the Chairman, the Vice Chairman and other members of the Board of Directors and the auditors
The Shareholders' Nomination Committee proposes to the Annual General Meeting that the number of Board members be eight and that Evert Henkes, Ole Johansson, Jarmo Kilpel�, Victoire de Margerie, Anna Nilsson-Ehle, Leena Saarinen and Anssi Soila of the current members be re-elected and Jussi Pesonen be elected as a new member, for the term ending at the close of the Annual General Meeting in 2010. The Committee proposes that Ole Johansson be elected as the Chairman and Anssi Soila as the Vice Chairman of the Board.
The two largest shareholders of the Company, Solidium Oy and the Social Insurance Institution of Finland, propose to the Annual General Meeting that KPMG Oy Ab be elected as the auditor for the Company for the term ending at the close of the Annual General Meeting in 2010.
8. Formation of a shareholders' nomination committee
The Company 's largest shareholder Solidium Oy, a company wholly-owned by the Finnish state, proposes that the Annual General Meeting resolves to form a nomination committee to prepare proposals on the composition and remuneration of the Board to the next Annual General Meeting. According to the proposal, representatives of the three largest shareholders are elected to form the nomination committee. The Chairman of the Board and a Board member, independent of the major shareholders and nominated by the Board, are elected as expert members to the committee. The right to nominate shareholder representatives lies with those three shareholders whose share of the voting power of all the shares of the Company is the largest on November 2, preceding the next Annual General Meeting. Should a shareholder not wish to use the nomination right, the right to nominate is transferred to the next largest shareholder. The largest shareholders are determined based on their registered shareholdings in the Finnish book-entry system. However, holdings by a shareholder, who under the Finnish Securities Markets Act has the obligation to disclose changes in shareholdings (flagging obligation), e.g. divided into a number of funds, may be combined provided that the owner presents a written request to that effect to the Board of the Company no later than on October 30, 2009. The nomination committee is convened by the Chairman of the Board and the committee shall elect a chairman from among its members. The nomination committee shall submit its proposals to the Board latest on February 1, preceding the Annual General Meeting.
9. Authorization to the Board of Directors to resolve to repurchase the Company's own shares
The Board proposes that the Annual General Meeting authorize the Board to resolve to repurchase a maximum of 18 000 000 of the Company's own shares (treasury shares), which currently represent approximately 9.92% of the total number of the Company's registered shares. The own shares may be repurchased pursuant to the authorisation only by using unrestricted equity. The price payable for the shares shall be based on the price of the Company's shares in public trading. The Board is authorized to decide how the own shares will be repurchased. The own shares may be repurchased in deviation from the proportional shareholdings of the shareholders (directed repurchase). The authorization is valid until the next Annual General Meeting, however no later than May 31, 2010.
10. Authorization of the Board of Directors to resolve to issue shares and grant special rights entitling to shares
The Board proposes that the Annual General Meeting authorize the Board to resolve to issue a maximum of 36 000 000 shares through share issue and/or by granting of special rights entitling to shares, as specified in Chapter 10, Section 1, of the Finnish Companies Act, excluding option rights to the Company's management and personnel under an incentive plan. Through the share issue and/or by granting special rights entitling to shares, a maximum of 18 000 000 new shares may be issued, which currently represents approximately 9.92% of the Company's total number of registered shares, and additionally a maximum of 18 000 000 treasury shares may be transferred, which currently represents approximately 9.92% of the Company's total number of registered shares. The Board resolves upon all other terms and conditions of the share issue and of the issue of special rights entitling to shares. The Board shall have the authority to resolve upon the issue of shares and special rights in deviation of the pre-emptive subscription right of the shareholders (directed issue). The authorization is valid until the next Annual General Meeting, however no later than May 31, 2010.
Documents of the Annual General Meeting
Outokumpu's 2008 Annual Accounts bulletin, copies of the proposals mentioned above, proposed agenda of the Annual General Meeting and CV's of the proposed Board members are available on the Company's website at www.outokumpu.com/agm and at the Company's head office, address Riihitontuntie 7 B, 02200 Espoo. Outokumpu's Annual Report 2008, which includes the Company's 2008 annual accounts, the Board's business review and the auditor's report, will be published and available as mentioned above in week 10. The proposals of the Board, proposed agenda and the 2008 annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to the shareholder upon request.
Right to attend and registration
In order to attend the Annual General Meeting a shareholder must be registered in the Company's shareholders' register maintained by the Finnish Central Securities Depository Ltd. on Friday, March 13, 2009. Nominee-registered shareholders, who wish to attend the Annual General Meeting, should temporarily re-register the shares under their own name in the shareholders' register. Such re-registrations must be effective on Friday, March 13, 2009 at the latest. In order to arrange a temporary re-registration, nominee-registered shareholders should contact their bank or other custodian.
Shareholders, who wish to attend the Annual General Meeting, must notify the Company in advance either on the Company's website at www.outokumpu.com/agm, by e-mail to agm@outokumpu.com, by fax to +358 9 421 2223, by letter to the address Outokumpu Oyj, Share Register, P.O. Box 140, FIN-02201 Espoo, Finland or by telephone to +358 9 421 5519 during weekdays at 12.00 - 4.00 pm EET, or in person at the Company's head office at Riihitontuntie 7 B, 02200 Espoo. The Company will start to receive notifications as from Tuesday, March 3, 2009. The notice to attend must arrive at the Company on Tuesday, March 17, 2009 at 4.00 pm EET at the latest.
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting
by way of proxy representation. Shareholders who wish to vote by proxy should inform the Company thereof when giving notice to attend and submit their proxies to the Company within the notification period..
Espoo, February 3, 2009
Outokumpu Oyj
Board of Directors
OUTOKUMPU OYJ Corporate Management
Ingela Ulfves
Vice President - Investor Relations and Financial Communications
tel. +358 9 421 2438, mobile +358 40 515 1531
e-mail: ingela.ulfves@outokumpu.com
www.outokumpu.com