Outokumpu Oyj - Notice to general meeting

Outokumpu – Notice to the Annual General Meeting

Outokumpu Oyj
Stock exchange release
February 2, 2017 at 1.30 pm EET


Notice is given to the shareholders of Outokumpu Oyj to the Annual General
Meeting to be held on Tuesday, March 21, 2017 at 2.00 pm EET at Clarion Hotel
Helsinki, address: Tyynenmerenkatu 2, 00220 Helsinki, Finland. 

The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 1.00 pm EET. 

 A. Agenda of the Annual General Meeting

 At the Annual General Meeting, the following matters will be considered:

  1. Opening of the meeting
  2. Calling the meeting to order
  3. Election of persons to scrutinize the minutes and to supervise the counting
     of votes
  4. Recording the legality of the meeting
  5. Recording the attendance at the meeting and adoption of the list of votes
  6. Presentation of the annual accounts, the review of the Board of Directors
     and the auditor’s report for the year 2016

Review by the Chief Executive Officer

  1. Adoption of the annual accounts
  2. Resolution on the use of the profit shown on the balance sheet and the
     payment of dividend

The Board proposes a dividend of 0.10 euros per share based on the balance
sheet adopted for the account period ending December 31, 2016. The dividend
will be paid to shareholders registered in the shareholders' register held by
Euroclear Finland Oy on the dividend record date of March 23, 2017. The Board
proposes that the dividend be paid on March 30, 2017. 

  1. Resolution on the discharge of the members of the Board of Directors and
     the CEO
  2. Review by the Chairman of the Board on the remuneration policy of the
     Company
  3. Resolution on the remuneration of the members of the Board of Director

The Nomination Board proposes that the annual remuneration of the Board of
Directors would maintain at the same level as during the previous term: 140,000
euros for the Chairman, 80,000 euros for the Vice Chairman and 60,000 euros for
the other members of the Board of Directors. 

The Nomination Board proposes that the meeting fees would also maintain at the
same level as during the previous term: a meeting fee of 600 euros would be
payable separately for each Board and Committee meeting. For the Board members
residing outside of Finland the meeting fee would be 1,200 euros. 

The Nomination Board proposes the same payment method as during the previous
term, so that the annual remuneration would be paid under the condition that
the members of the Board of Directors shall use 40% of the annual remuneration
for purchasing Outokumpu’s shares from the market at a price formed in public
trading. The shares should be purchased within two weeks from the release of
the interim results for the period January 1–March 31, 2017 of the Company. If
the shares cannot be purchased during the above mentioned period due to insider
regulations, the shares shall be purchased as soon as it is possible in
accordance with the applicable insider regulations. 

The Nomination Board is of the opinion that increasing the long-term
shareholding of the Board members will benefit all shareholders. 

The Nomination Board comprised Managing Director Kari Järvinen from Solidium
Oy, CFO Pekka Pajamo from Varma Mutual Pension Insurance Company, Investment
Director Tuula Korhonen from the Social Insurance Institution of Finland,
President and CEO Timo Ritakallio from Ilmarinen Mutual Pension Insurance
Company and Chairman of the Board of Directors Jorma Ollila as an expert
member. 

   12. Election of Chairman, Vice Chairman and the members of the Board of
Directors 

The Nomination Board proposes that the Board of Directors would consist of
eight (8) members. Markus Akermann, Roberto Gualdoni, Kati ter Horst, Heikki
Malinen, Saila Miettinen-Lähde, Jorma Ollila and Olli Vaartimo of the current
members of the Board of Directors would be re-elected, and Eeva Sipilä would be
elected as a new member for the term of office ending at the end of the next
Annual General Meeting. Jorma Ollila would be re-elected as the Chairman and
Olli Vaartimo as the Vice Chairman of the Board of Directors. 

Elisabeth Nilsson and Stig Gustavson have informed the Nomination Board that
they are no longer available for the Outokumpu Board of Directors after the
term of office ending at the next Annual General Meeting. 

Information on the background and positions of trust of the current members as
well as of the proposed new Board member is available at
www.outokumpu.com/generalmeeting. 

All candidates have given their consent to the appointments

    13. Resolution on the remuneration of the auditor

The Board proposes on the recommendation of the Audit Committee that the
elected auditor be reimbursed in accordance with the auditor’s invoice approved
by the Board of Directors. 

    14. Election of auditor

The Board proposes on the recommendation of the Audit Committee that accounting
firm PricewaterhouseCoopers Oy be elected as the auditor for the term of office
ending at the end of the next Annual General Meeting. The auditor’s assignment
also includes giving the auditor’s statement on the discharge of the members of
the Board of Directors and the CEO from liability and on the proposal of the
Board of Directors for distribution of profit. 

    15. Amending the Articles of Association

The Board proposes that the Annual General Meeting decides to amend Section 1
of the Articles of Association regarding the domicile of the company so that
the domicile of the company will be changed from Espoo to Helsinki. The amended
Section 1 in its entirety would read as follows: 

“1 § Name and domicile
The name of the company is Outokumpu plc.

The company’s domicile is Helsinki.”

The Board proposes that the Annual General Meeting decides to amend Section 10
of the Articles of Association regarding qualifications of the auditor so that
the reference to the auditors approved by the Central Chamber of Commerce will
be replaced by a reference to the Authorised Public Accountants (KHT). The
amended Section 10 in its entirety would read as follows: 

“10 § Auditors
The company shall have at least one and no more than two auditors. The auditors
must be Authorised Public Accountants (KHT) or accounting firms whose mainly
responsible auditors are Authorised Public Accountants (KHT). 

The term of the auditors shall end at the end of the first Annual General
Meeting following their election.” 

The Board proposes that the Annual General Meeting decides to amend Section 12
of the Articles of Association regarding alternative meeting venues so that the
Annual General Meeting can also be held in Espoo, regardless of a change in the
company´s domicile. The amended Section 12 would in its entirety read as
follows: 

“12 § Time of the meeting, advance registration and meeting venue
The Annual General Meeting shall be held annually no later than 31 May.

In order to be eligible to participate in the Annual General Meeting,
shareholders shall register for the meeting with the company before the expiry
of the registration deadline given in the invitation to the meeting. The
registration deadline may be no earlier than ten days before the meeting. 

The Annual General Meeting may also be held in Espoo or Vantaa.”

   16. Forfeiture of shares in the joint book-entry account

Each shareholder of Outokumpu was to present its share certificates and request
registration of the shares into its book-entry account by 11 February 1994,
which was the deadline set out in the company´s decision regarding the transfer
of Outokumpu shares into the book-entry system. In accordance with Chapter 3 a,
Section 3, of the Finnish Companies Act (29.9.1978/734) in force at that time,
a joint book-entry account was opened in the name of the company for those
shareholders, who did not request the timely registration of their shares into
the book-entry account by the above-mentioned deadline. It has been possible to
request the registration of the shares also after the said date. 

In accordance with Chapter 4, Section 10(2), of the Finnish Companies Act
(21.7.2006/624), the General Meeting may decide that the right to the share in
the book-entry account and the rights carried by such share will be forfeited
if a shareholder has not made the request for the registration of its shares in
the book-entry account within ten (10) years from the above mentioned
registration deadline. After this kind of decision, the provisions applicable
on the treasury shares will apply to the forfeited shares. In accordance with
Section 8(2) of the Act on the Implementation of the Finnish Companies Act (Fi:
Osakeyhtiölain voimaanpanosta annettu laki, 21.7.2006/625) the provision could,
however, be applied at the earliest ten (10) years after the entry into force
of the Finnish Companies Act (21.7.2006/624) i.e. 1 September 2016 at the
earliest. Also the earlier Finnish Companies Act (29.9.1978/734) included
provisions regarding the sale and forfeiture of the shares held in the joint
account. 

The Board proposes that the Annual General Meeting decides, in accordance with
Chapter 4, Section 10(2) of the Finnish Companies Act, that the shares and the
rights carried by the shares which have not been requested to be registered in
the book-entry system are forfeited. There are 30 shares of this kind. 

   17. Authorizing the Board of Directors to decide on the repurchase of the
company’s own shares 

The Board of Directors proposes that the Board of Directors be authorized to
resolve to repurchase a maximum of 40,000,000 of Outokumpu’s own shares,
currently representing approximately 9.6% of Outokumpu’s total number of
registered shares. The own shares may be repurchased pursuant to the
authorization only by using unrestricted equity. The price payable for the
shares shall be based on the price of the company’s shares on the day of
repurchase in public trading or otherwise at the price prevailing on the
market. 

The Board of Directors 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). Shares
may also be acquired outside public trading. In connection with the acquisition
of the company’s shares, derivative, share lending, or other agreements that
are normal within the framework of capital markets may take place in accordance
with legislative and regulatory requirements. The aggregate number of
Outokumpu’s own shares held by the company and its subsidiaries may not,
however, exceed 10% of the total number of registered shares. The authorization
will be in force until the end of the next Annual General Meeting, however
expiring at the latest on May 31, 2018. Outokumpu currently holds 2,513,848 own
shares. 

    18. Authorizing the Board of Directors to decide on the issuance of shares
as well as other special rights entitling to shares 

The Board of Directors proposes that the Board of Directors be authorized to
resolve to issue a maximum of 80,000,000 shares through one or several share
issues 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 Outokumpu’s management and personnel under an incentive plan. 

On the basis of the authorization, a maximum of 40,000,000 new shares may be
issued, and additionally a maximum of 40,000,000 own shares may be transferred.
40,000,000 shares currently represent approximately 9.6% of Outokumpu’s total
number of registered shares. The Board of Directors resolves upon all other
terms and conditions of the share issue and of the issue of special rights
entitling to shares. The Board of Directors has 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 end of the next Annual General Meeting, however expiring at the
latest on May 31, 2018. 

    19.  Closing of the meeting

 B. Documents of the Annual General Meeting

 This notice is available at www.outokumpu.com/generalmeeting. The annual
accounts, the review by the Board of Directors, the auditor’s report of
Outokumpu as well as the above mentioned proposals when they would not be fully
described in this notice are available on the above-mentioned website no later
than on February 28, 2017. The proposals and documents are also available at
the meeting. Copies of these documents and this notice will be sent to a
shareholder upon request. The minutes of the meeting will be available on the
website as from April 4, 2017 at the latest. 

C. Instructions for the participants in the Annual General Meeting

  1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on March 9, 2017 in Outokumpu’s shareholder
register held by Euroclear Finland Ltd., has the right to participate in the
Annual General Meeting. A shareholder, whose shares are registered on his/her
personal Finnish book-entry account, is automatically shown in the shareholder
register. 

A shareholder, who is registered in the shareholders’ register of the company
and who wants to participate in the Annual General Meeting, shall register for
the meeting no later than March 13, 2017 by 4.00 pm EET by giving a prior
notice of participation, which shall be received by the company no later than
on the above-mentioned date. Such notice can be given as of February 2, 2017: 

  a. at www.outokumpu.com/generalmeeting,
  b. by e-mail: agm.outokumpu@innovatics.fi,
  c. by mail to: Outokumpu Oyj, Share Register, P.O. Box 245, FI-00181
Helsinki, Finland, 
  d. by telefax: +358 9 421 2428, or
  e. by telephone: +358 50 532 5582 (From Monday to Friday at 12.00–4.00 pm
EET). 

In connection with the registration, a shareholder is requested to give his/her
name, personal identification number, address, telephone number and the name of
a possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Outokumpu is used
only in connection with the Annual General Meeting and with the processing of
the registrations. 

The shareholder, his/her authorized representative or proxy representative
should be able to prove his/her identity and right of representation at the
meeting. 

  1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on March
9, 2017 would be entitled to be registered in the shareholders’ register of the
company held by Euroclear Finland Ltd. 

Participation in the meeting also requires that the shareholder has been
registered into the temporary shareholders’ register held by Euroclear Finland
Ltd. at the latest by March 16, 2017 by 10.00 am EET. This constitutes due
registration for the Annual General Meeting. 

A holder of nominee registered shares is advised to early enough request the
necessary instructions regarding the registration in the temporary
shareholder’s register of the company, the issuing of proxy documents and
registration for the Annual General Meeting from his/her custodian bank.  A
holder of nominee-registered shares who wants to participate in the Annual
General Meeting has to be registered into the temporary shareholders’ register
by the account management organization of the custodian bank latest by the time
stated above. 

  1. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the meeting by way of proxy representation. 

A proxy representative is requested to produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent a
shareholder at the Annual General Meeting. When a shareholder participates in
the Annual General Meeting by means of several proxy representatives
representing the shareholder with shares at different securities accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Annual General Meeting.
Proxy documents should be delivered to Outokumpu Oyj, Share Register, P.O. Box
245, FI 00181 Helsinki, Finland before the end of the registration period. 

  1. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice, February 2, 2017, the total number of shares in the
company is 416,374,448 shares, which represent the same number of votes. 

Helsinki, February 2, 2017

OUTOKUMPU OYJ

Board of Directors

For more information:

Investors: Tommi Järvenpää, tel. +358 9 421 3466, mobile +358 40 576 0288

Media: Saara Tahvanainen, tel. +358 40 589 0223

Outokumpu Group




Outokumpu is a global leader in stainless steel. We create advanced materials
that are efficient, long lasting and recyclable – thus building a world that
lasts forever. Stainless steel, invented a century ago, is an ideal material to
create lasting solutions in demanding applications from cutlery to bridges,
energy and medical equipment: it is 100% recyclable, corrosion-resistant,
maintenance-free, durable and hygienic. Outokumpu employs some 10,000
professionals in more than 30 countries, with headquarters in Helsinki, Finland
and shares listed in Nasdaq Helsinki. 
www.outokumpu.com      outokumpu.com/stainless-news     
choosestainless.outokumpu.com

Attachments:

Notice to the AGM 02022017.pdf