Outokumpu Oyj - Notice to convene extr.general meeting

Outokumpu - notice to the Extraordinary General Meeting on 1 March 2012

STOCK EXCHANGE RELEASE
1 February 2012 at 10.00 am EET


The Board of Directors of Outokumpu Oyj has decided to convene an Extraordinary
General Meeting of shareholders that will be held on Thursday 1 March 2012 at
12.00 pm EET.

Notice to the Extraordinary General Meeting

Notice is given to the shareholders of Outokumpu Oyj to the Extraordinary
General Meeting of shareholders to be held on Thursday 1 March 2012 at 12.00 pm
in Marina Congress Center, address: Katajanokanlaituri 6, FI-00160 Helsinki,
Finland.

The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 11.00 am EET.

A. Matters on the agenda of the Extraordinary General Meeting

At the Extraordinary 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. Authorizing the Board of Directors to decide on a share issue

The Board of Directors proposes that the Extraordinary General Meeting
authorizes the Board of Directors to undertake a share issue for consideration
pursuant to the shareholders' pre-emptive subscription right. The Board of
Directors would have the right to decide upon the offering to parties determined
by the Board of Directors of any shares that may remain unsubscribed for
pursuant to the shareholders' preemptive subscription right. A maximum number of
5 000 000 000 new shares may be issued in the share issue. The Board of
Directors will be authorized to determine the other terms and conditions of the
share issue.

The authorization of the Board of Directors to issue shares shall be in force
until December 31, 2012 and it revokes the share issue authorization given by
the Annual General Meeting on March 24, 2011.

7. Authorizing the Board of Directors to decide on a directed share issue

The Board of Directors proposes that the Extraordinary General Meeting
authorizes the Board of Directors to undertake a directed share issue for
consideration in which Thyssen Krupp AG or its order shall be entitled to
subscribe for new shares in deviation from the pre-emptive subscription right of
the shareholders. The new shares can be paid by contributing assets to the
Company (contribution in-kind). A maximum number of 2 200 000 000 new shares may
be issued in the directed share issue in such a manner that, as a result of the
directed share issue, Thyssen Krupp AG or its order will hold a maximum of 29.9
percent of the then issued and outstanding shares of the Company after the
completion of the directed share issue and the exercise of the share issue
authorization referred to in Section 6. The Board of Directors will be
authorized to determine the other terms and conditions of the directed share
issue.

The share issue authorization of the Board of Directors shall be in force until
December 31, 2013 and it does not revoke the share issue authorization referred
to in Section 6.

The Board of Directors would decide on a directed share issue to Thyssen Krupp
AG or its order pursuant to this authorization after the Board of Directors has
exercised the share issue authorization mentioned in Section 6.

8. Closing of the meeting

B. Documents of the Extraordinary General Meeting

This notice, which includes the proposals of the Board of Directors, is
available on the Company's website at www.outokumpu.com/Investors/EGM. The
following documents are also available on the above-mentioned website: (i) the
Financial Statements 2010, including the Company's latest annual accounts, the
related report of the Board of Directors and the related auditor's report; (ii)
the Interim Reports for the first, second and third quarter of 2011; (iii) the
Financial Statement Bulletin 2011; and (iv) the decisions on the distribution of
assets made after the end of the financial year 2010. The Financial Statements
2011, including the Company's annual accounts for 2011, the related report of
the Board of Directors and the related auditor's report, will be supplemented to
the documents of the Extraordinary General Meeting after it has been published
no later than on 17 February 2012. The above-mentioned proposals and documents
are also available at the meeting. Copies of these documents and of this notice
will be sent to a shareholder upon request. The minutes of the meeting will be
available on the above-mentioned website as from 15 March 2012 at the latest.

C. Instructions for the participants in the Extraordinary General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 20 February 2012 in the shareholders'
register of the Company held by Euroclear Finland Ltd., has the right to
participate in the Extraordinary General Meeting. A shareholder, whose shares
are registered on his/her personal Finnish book-entry account, is registered in
the shareholders' register of the Company.

A shareholder registered in the Company's shareholders' register, who wants to
participate in the Extraordinary General Meeting, shall register for the meeting
no later than 24 February 2012 by 4:00 pm by giving a prior notice of
participation, which shall be received by the Company no later than on the
above-mentioned time. Such notice can be given:

a) on the Company's website: http://www.outokumpu.com/Investors/EGM/;
b) by e-mail:egm.outokumpu@innovatics.fi;
c) by telefax: +358 (0)9 421 2223;
d) by telephone: +358 (0)9 421 2474 or +358 (0)9 421 2890 (Mon to Fri, from
12.00 pm to 4.00  pm); or
e) by regular mail to: Outokumpu Oyj, Share Register, P.O. Box 140, FI-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 a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to the Company is used
only in connection with the Extraordinary General Meeting and with the
processing of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and right of
representation.

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on 20 February 2012, would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Ltd. The right to participate in the general meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by 27 February 2012 by 10:00 am As regards nominee-registered shares,
this constitutes due registration for the general meeting.

A holder of nominee-registered shares is advised to request, without delay,
necessary instructions regarding the registration in the temporary shareholder's
register of the Company, the issuing of proxy documents and registration for the
general meeting from his/her custodian bank. The account management organization
of the custodian bank has to register a holder of nominee-registered shares, who
wants to participate in the general meeting, into the temporary shareholders'
register of the Company at the latest by the time stated above.

Further information on these matters can also be found on the Company's website
www.outokumpu.com/Investors.

3. Proxy representative and powers of attorney

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

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Extraordinary General Meeting. When a shareholder participates in the
Extraordinary 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 Extraordinary General
Meeting.

Possible proxy documents should be delivered to Outokumpu Oyj, Share Register,
P.O. Box 140, FI 02201 Espoo, Finland prior to the end of the registration
period.

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with respect
to the matters to be considered at the meeting.

In the date of this notice to the Extraordinary General Meeting, 1 February
2012, the total number of shares in the Company is 183 018 749 shares, which
represents the same number of votes.

Espoo 1 February 2012

OUTOKUMPU OYJ
Board of Directors


Outokumpu is a global leader in stainless steel with the vision to be the
undisputed number one. Customers in a wide range of industries use our stainless
steel and services worldwide. Being fully recyclable, maintenance-free, as well
as very strong and durable material, stainless steel is one of the key building
blocks for sustainable future. Outokumpu employs some 8 000 people in more than
30 countries. The Group's head office is located in Espoo, Finland. Outokumpu is
listed on the NASDAQ OMX Helsinki.
www.outokumpu.com


[HUG#1581609]

Attachments:

ENG EGM 2012 invitation 1.2.2012.pdf