Notice of Annual General Meeting - Outokumpu's AGM to convene on March 30, 2010
(Thomson Reuters ONE) - STOCK EXCHANGE RELEASEFebruary 3, 2010 at 9.20 am EETThe Board of Directors of Outokumpu Oyj has decided to convene an Annual GeneralMeeting of shareholders that will be held on Tuesday, March 30, 2010 at 12.00 pmEET in Marina Congress Center, in Helsinki, Finland.Notice of Annual General MeetingNotice is given to the shareholders of Outokumpu Oyj of the Annual GeneralMeeting to be held on Tuesday, March 30, 2010 at 12.00 pm EET in Marina CongressCenter, address: Katajanokanlaituri 6, 00160 Helsinki, Finland.The reception of persons who have registered for the meeting and thedistribution of voting tickets will commence at 11.00 am.At the Annual General Meeting, the following matters will be considered:1. Opening of the meeting2. Calling the meeting to order3. Election of persons to scrutinize the minutes and to supervise the countingof votes4. Recording the legality of the meeting5. Recording the attendance at the meeting and adoption of the list of votes6. Presentation of the annual accounts, the report of the Board of Directors andthe auditor's report for the year 2009Review by the Chief Executive Officer.7. Adoption of the annual accounts8. Resolution on the use of the profit shown on the balance sheet and thepayment of dividendThe Board proposes to the Annual General Meeting a dividend of 0.35 per sharefor the year 2009. The dividend will be paid to shareholders registered in theshareholders' register held by Euroclear Finland Ltd on the dividend record dateApril 6, 2010. The Board proposes that the dividend be paid on April 13, 2010.9. Resolution on the discharge of the members of the Board of Directors and theCEO from liability10. Resolution on the remuneration of the members of the Board of DirectorsThe Shareholders' Nomination Committee formed at the Annual General Meeting in2009, jointly representing shareholders with 41.98% of the voting power of allshareholders at the time when the Committee started its work, proposes to theAnnual General Meeting that the remuneration levels for the members of the Boardelected at the Annual General Meeting for the term ending at the close of theAnnual General Meeting in 2011 will remain unchanged and be paid as follows:annual remuneration of EUR 70 000 for the Chairman, EUR 43 000 for the ViceChairman and EUR 34 000 for the other members.Additionally a meeting fee of EUR 600/meeting for each member of the Board. Themeeting fee is paid separately for each meeting and committee meeting of theBoard. The meeting fee shall be double for the Board members residing outsideFinland. The Shareholders' Nomination Committee proposes that 40% of the annualremuneration will be paid in the form of Outokumpu Oyj's shares purchased fromthe market and the remainder in money.11. Election of members of the Board of DirectorsThe Shareholders' Nomination Committee proposes to the Annual General Meetingthat the number of Board members be eight and that Evert Henkes, Ole Johansson,Victoire de Margerie, Anna Nilsson-Ehle, Jussi Pesonen, Leena Saarinen and AnssiSoila of the current members be re-elected and Olli Vaartimo be elected as newmember, for the term ending at the close of the Annual General Meeting in 2011.The Committee proposes that Ole Johansson be elected as the Chairman and AnssiSoila as the Vice Chairman of the Board.12. Resolution on the remuneration of the auditorThe two largest shareholders of the Company, Solidium Oy and the SocialInsurance Institution of Finland, jointly representing approximately 39.06% ofthe voting power of all shareholders, propose to the Annual General Meeting thatthe elected auditor be reimbursed in accordance with the auditor's invoice.13. Election of auditorThe two largest shareholders of the Company, Solidium Oy and the SocialInsurance Institution of Finland, propose to the Annual General Meeting thatKPMG Oy Ab be re-elected as the auditor for the Company for the term ending atthe close of the Annual General Meeting in 2011. The auditor's assignment shallalso include giving the auditor's statement on the discharge of the members ofthe Board of Directors and the CEO from liability and on the proposal of theBoard of Directors for distribution of profit.14. Authorizing the Board of Directors to decide on the repurchase of theCompany's own sharesThe Board proposes that the Annual General Meeting authorize the Board toresolve to repurchase a maximum of 18 000 000 of the Company's own shares. Theown shares may be repurchased pursuant to the authorisation only by usingunrestricted equity. The price payable for the shares shall be based on theprice of the Company's shares in public trading. The Board is authorized todecide how the own shares will be repurchased. The own shares may be repurchasedin deviation from the proportional shareholdings of the shareholders (directedrepurchase). The authorization is valid until the next Annual General Meeting,however no later than May 31, 2011.15. Authorizing the Board of Directors to decide on the issuance of shares aswell as other special rights entitling to sharesThe Board proposes that the Annual General Meeting authorize the Board toresolve to issue a maximum of 36 000 000 shares through share issue and/or bygranting of special rights entitling to shares, as specified in Chapter 10,Section 1, of the Finnish Companies Act, excluding option rights to theCompany's management and personnel under an incentive plan. Through the shareissue and/or by granting special rights entitling to shares, a maximum of18 000 000 new shares may be issued, and additionally a maximum of 18 000 000treasury shares may be transferred.The Board resolves upon all other terms and conditions of the share issue and ofthe issue of special rights entitling to shares. The Board shall have theauthority to resolve upon the issue of shares and special rights in deviation ofthe pre-emptive subscription right of the shareholders (directed issue). Theauthorization is valid until the next Annual General Meeting, however no laterthan May 31, 2011.16. Proposal by the Board of Directors to amend the Articles of AssociationThe Board proposes to the Annual General Meeting that the Articles ofAssociation be amended as follows:-the wording of article 8 be changed to correspond the terminology of theCompanies Act by replacing the references to the right to sign for the Companyby references to the right to represent the Company-article 11 be changed so that the invitation to the general meeting of theshareholders shall be delivered at the latest 21 days before the meeting,however, never later than 9 days before the record date17. Proposal by the Board of Directors to give a donationThe Board of Directors proposes to the Annual General Meeting that the meetingresolves that Outokumpu Oyj donates 250 000 euro to the Aalto UniversityFoundation (Aalto University). Other Outokumpu Group companies are contemplatingfurther donations to the Aalto University Foundation and, in case the donationsmaterialize, the aggregate amount of Outokumpu Group's donations in 2010 to theAalto University Foundation is 1 000 000 euro in the maximum.Please see more detailed information on www.outokumpu.com/agm.18. Proposal by a shareholder to form a Shareholders' Nomination CommitteeThe Company's largest shareholder Solidium Oy proposes that the Annual GeneralMeeting resolves to form a nomination committee to prepare proposals on thecomposition and remuneration of the Board to the next Annual General Meeting.Pursuant to the proposal, representatives of the three largest shareholders areelected to form the nomination committee. In addition the Chairman of the Boardis elected as an expert member to the committee.The right to nominate shareholder representatives lies with those threeshareholders whose share of the voting power of all the shares of the Company isthe largest on November 1, preceding the next Annual General Meeting. Should ashareholder not wish to use the nomination right, the right to nominate istransferred to the next largest shareholder.The largest shareholders are determined based on their registered shareholdingsin the Finnish book-entry system. However, holdings by a shareholder, who underthe Finnish Securities Markets Act has the obligation to disclose changes inshareholdings (flagging obligation), e.g. divided into a number of funds, may becombined provided that the owner presents a written request to that effect tothe Board of the Company no later than on October 29, 2010.The nomination committee is convened by the Chairman of the Board and thecommittee shall elect a chairman from among its members. The nominationcommittee shall submit its proposals to the Board latest on February 1,preceding the Annual General Meeting.19. Closing of the meetingDocuments of the Annual General MeetingThe abovementioned proposals of the Board of Directors and shareholders relatingto the agenda of the Annual General Meeting, as well as this notice andadditional information on the proposed donation in accordance with section 17 ofthe agenda, are available on Outokumpu Oyj's website at www.outokumpu.com/agm.The annual report of Outokumpu Oyj, including the Company's annual accounts, thereport of the Board of Directors and the auditor's report, is available on theabovementioned website no later than March 9, 2010. The proposals of the Boardof Directors and the annual report are also available at the meeting. Copies ofthese documents and of this notice will be sent to the shareholder upon request.The minutes of the meeting will be available on the abovementioned website asfrom April 13, 2010.Instructions for the participants in the Annual General MeetingThe right to participate and registrationEach shareholder, who is registered on March 18, 2010 in the shareholders'register of the Company held by Euroclear Finland Ltd, has the right toparticipate in the Annual General Meeting. A shareholder, whose shares areregistered on his/her personal Finnish book-entry account, is registered in theshareholders' register of the Company.A shareholder registered in the Company's shareholders' register, who wants toparticipate in the Annual General Meeting, shall register for the meeting nolater than March 24, 2010 at 4.00 p.m. by giving a prior notice ofparticipation. Such notice can be given:a) on the Company's website: www.outokumpu.com/agmb) by e-mail: agm(at)outokumpu.comc) by telefax: +358 9 421 2223d) by telephone: +358 9 421 5519 on weekdays from 12.00 pm to 4.00 pme) by regular mail to Outokumpu Oyj, Share Register, P.O. Box 140, 02201 Espoo,Finland.In connection with the registration, a shareholder shall notify his/her name,personal identification number, address, telephone number and the name of apossible assistant or proxy representative and the personal identificationnumber of a proxy representative. The personal data given to Outokumpu Oyj isused only in connection with the Annual General Meeting and with the processingof related registrations.Proxy representative and powers of attorneyA shareholder may participate in the Annual General Meeting and exercise his/herrights at the meeting by way of proxy representation.A proxy representative shall produce a dated proxy document or otherwise in areliable manner demonstrate his/her right to represent the shareholder at theAnnual General Meeting. When a shareholder participates in the Annual GeneralMeeting by means of several proxy representatives representing the shareholderwith shares at different securities accounts, the shares by which each proxyrepresentative represents the shareholder shall be identified in connection withthe registration for the Annual General Meeting.Possible proxy documents should be delivered in originals to Outokumpu Oyj,Share Register, P.O. Box 140, 02201 Espoo, Finland by the last date forregistration.Holders of nominee registered sharesA holder of nominee registered shares may participate in the Annual GeneralMeeting with those shares under which the holder would be entitled to beregistered in the Company's shareholders' register held by Euroclear Finland Ltdon March 18, 2010. Additionally, participation requires that the holder ofnominee registered shares is temporarily registered in the shareholders'register held by Euroclear Finland Ltd no later than March 25, 2010 at 10.00a.m. Temporary registration in the shareholders' register shall be deemed to bea registration for the Annual General Meeting under the registered shares.A holder of nominee registered shares is advised to request without delaynecessary instructions regarding the registration in the shareholders' registerof the Company, the issuing of proxy documents and registration for the AnnualGeneral Meeting from his/her custodian bank. The account management organizationof the custodian bank will register a holder of nominee registered shares, whowants to participate in the Annual General Meeting, to be temporarily enteredinto the shareholders' register of the Company by the abovementioned date.Other instructions and informationPursuant to chapter 5, section 25 of the Companies Act, a shareholder who ispresent at the general meeting has the right to request information with respectto the matters to be considered at the meeting.On the date of this notice to the Annual General Meeting, February 2, 2010, thetotal number of shares in Outokumpu Oyj is 182 010 542 shares, which representthe same number of votes.Espoo, February 2, 2010OUTOKUMPU OYJBoard of DirectorsOutokumpu is a global leader in stainless steel with the vision to be theundisputed number one. Customers in a wide range of industries use our stainlesssteel and services worldwide. Being fully recyclable, maintenance-free, as wellas very strong and durable material, stainless steel is one of the key buildingblocks for sustainable future. Outokumpu employs some 7 500 people in more than30 countries. The Group's head office is located in Espoo, Finland. Outokumpu islisted on the NASDAQ OMX Helsinki.www.outokumpu.com[HUG#1379857] ENG Invitation AGM 2010: http://hugin.info/3010/R/1379857/339714.pdf
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