Outotec Oyj - Notice to general meeting

Notice to the Annual General Meeting of Outotec Oyj

OUTOTEC OYJ  STOCK EXCHANGE RELEASE   FEBRUARY 6, 2015  at 9.30 AM
Notice to the Annual General Meeting of Outotec Oyj
Notice is given to the shareholders of Outotec Oyj to the Annual General Meeting
to be held on Monday, March 30, 2015 at 11:00 a.m. (Finnish time) at Finlandia
Hall, Mannerheimintie 13, 00100 Helsinki, Finland. The reception of persons who
have registered for the Annual General Meeting and the distribution of voting
tickets will commence at the venue at 10:00 a.m.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
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 Financial Statements, the report of the Board of
Directors and the Auditor's report for the year 2014
- Review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes that the Annual General Meeting resolve to pay
0.10 euros per share as dividend from the distributable assets of the company.
The dividend will be paid to the shareholders who are registered as shareholders
in the company's register of shareholders as maintained by Euroclear Finland Ltd
on the dividend record date, Wednesday, April 1, 2015. The Board of Directors
proposes that the dividend be paid on Friday, April 17, 2015.
9. Resolution on authorizing the Board of Directors to decide on donations
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on donations in the aggregate maximum amount of EUR
70,000 to be given to universities, institutions of higher education or to other
non-profit purposes. The donations can be made in one or more installments. The
Board of Directors may decide on the donation beneficiaries and the amount of
each donation. The authorization shall be in force until the closing of the next
Annual General Meeting.
10. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
11. Resolution on the remuneration of the members of the Board of Directors
Outotec's Nomination Board proposes to the Annual General Meeting that the
remuneration of the Board of Directors remain unchanged and that the members of
the Board of Directors be paid the following annual remuneration: EUR 72,000 for
Chairman of the Board of Directors and EUR 36,000 for the other members of the
Board of Directors each, as well as an additional EUR 12,000 for Vice Chairman
of the Board and Chairman of the Audit and Risk Committee each; and that the
members of the Board each be paid EUR 600 for attendance at each board and
committee meeting as well as be reimbursed for direct costs arising from board
work.
Of the annual remuneration, 60% would be paid in cash and 40% in the form of
Outotec Oyj shares, which would be acquired from the stock exchange within one
week upon the AGM 2015 date, in amounts corresponding to EUR 28,800 for
Chairman, EUR 19,200 for Vice Chairman and Chairman of the Audit and Risk
Committee each, and EUR 14,400 for each of the other members. The part of the
annual fee payable in cash corresponds to the approximate sum necessary for the
payment of the income taxes on the annual remuneration and would be paid no
later than April 30, 2015. The annual fees shall encompass the full term of
office of the Board of Directors. The attendance fee shall be paid in cash.
12. Resolution on the number of members of the Board of Directors
Outotec's Nomination Board proposes to the Annual General Meeting that the
number of the members of the Board of Directors be eight (8).
13. Election of members and Chairman as well as Vice Chairman of the Board of
Directors
Outotec's Nomination Board proposes to the Annual General Meeting that the
current members of the Board of Directors, Matti Alahuhta, Eija Ailasmaa, Anja
Korhonen, Timo Ritakallio, Björn Rosengren and Chaim (Poju) Zabludowicz be re-
elected as members of the Board for the term ending at the closure of the Annual
General Meeting 2016. The Nomination Board also proposes that Ian W. Pearce and
Klaus Cawén be elected as new members of the Board.
The Nomination Board proposes that the Annual General Meeting resolves to elect
Matti Alahuhta as Chairman of the Board of Directors and Timo Ritakallio as Vice
Chairman of the Board of Directors for the term ending at the closure of the
Annual General Meeting 2016.
All candidates have given their consent to the election. More information on the
nominees is available on the company's website at www.outotec.com/agm.
14. Resolution on the remuneration of the Auditor
On the recommendation of the Audit and Risk Committee, the Board of Directors
proposes to the Annual General Meeting that the Auditor's fees be paid according
to the Auditor's reasonable invoice approved by the company.
15. Resolution on the number of Auditors, election of Auditor
On the recommendation of the Audit and Risk Committee, the Board of Directors
proposes to the Annual General Meeting that one (1) Auditor be elected for the
company, and that PricewaterhouseCoopers Oy, Authorized Public Accountants, be
elected as the company's Auditor for the term ending at the closing of the
Annual General Meeting 2016.
16. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on the repurchase of an aggregate maximum of
18,312,149 of the company's own shares. The proposed amount of shares
corresponds to approximately 10 percent of all the current shares of the
company. However, the company together with its subsidiaries cannot at any
moment own more than 10 percent of all the shares of the company.
Own shares may be repurchased on the basis of this authorization only by using
unrestricted equity. Own shares can be repurchased at a price formed in trading
on regulated market on the date of the repurchase or otherwise at a price formed
on the market. The Board of Directors is entitled to decide how shares are
repurchased. Own shares may be repurchased otherwise than in proportion to the
shares held by the shareholders (directed repurchase). The authorization shall
be in force until the closing of the next Annual General Meeting.
17. Authorizing the Board of Directors to decide on the issuance of shares and
the issuance of special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on the issuance of shares and the issuance of
special rights entitling to shares referred to in Chapter 10, Section 1 of the
Companies Act as follows: The number of shares to be issued on the basis of this
authorization shall not exceed an aggregate maximum of 18,312,149 shares, which
corresponds to approximately 10 percent of all the current shares of the
company. The Board of Directors is entitled to decide on all terms of the
issuance of shares and of special rights entitling to shares and it is entitled
to deviate from the shareholders' pre-emptive subscription rights (directed
issue). This authorization applies to both the issuance of new shares and the
conveyance of own shares held by the company. The authorization shall be in
force until the closing of the next Annual General Meeting.
18. Proposal of the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolves to
amend Section 8, as well as subsections 6 and 11 of Section 11, of the company's
Articles of Association so that the company shall have one Auditor which shall
be an audit firm certified by the Central Chamber of Commerce.
The proposed new wording of Section 8 of the Articles of Association is as
follows:"8 § Auditor
The Company shall have one Auditor which shall be an audit firm certified by the
Central Chamber of Commerce. The Auditor's term of office shall expire at the
conclusion of the first Annual General Meeting following the election."
The proposed new wording of Section 11 of the Articles of Association is as
follows:"11 § Annual General Meeting
At the Annual General Meeting, the following shall be:
presented:
1. the Financial Statements of the Company, which also include the Financial
Statements of the Group, and the report of the Board of Directors; and
2. the Auditor's reports concerning the Company and the Group;
resolved:
3. approval of the Financial Statements of the Company, which also include the
approval of the Financial Statements of the Group;
4. any measures justified by the profit indicated by the confirmed balance
sheet, as well as the date at which any possible dividend is payable to the
shareholders;
5. releasing the Members of the Board of Directors and the Managing Director
from liability;
6. the number of Members of the Board of Directors;
7. the remuneration of the Chairman, Vice Chairman and other members of the
Board of Directors as well as the Auditor;
8. any other matters submitted to the General Meeting by the Board of Directors,
Auditor or shareholders sufficiently in advance so that the matter can be
included in the notice convening the meeting; and
9. any other matters specified in the notice convening the meeting; and
elected:
10. the Chairman, Vice Chairman and other necessary members of the Board of
Directors; and
11. Auditor."
19. Proposal of the Nomination Board to amend its Charter
Outotec's Nomination Board proposes to the Annual General Meeting that Section
6 of the Charter of the Nomination Board be amended so that the Nomination Board
shall submit its proposals to the Board of Directors at the latest on 15
February preceding the Annual General Meeting.
The proposed new wording of Section 6 of the Charter of the Nomination Board is
as follows:"6 Proposals of the Nomination Board to the Annual General Meeting
The Nomination Board shall present and argue its proposals to the Annual General
Meeting. The proposals shall be included in the notice of the Annual General
Meeting and the Nomination Board must submit its contemplated proposals to the
Board of Directors at the latest on 15 February preceding the Annual General
Meeting.
The Nomination Board shall also provide a report on how its work was conducted.
The information shall be published on the website of Outotec Oyj."
20. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for the decisions on the agenda of the Annual General Meeting as
well as this notice are available on Outotec Oyj's website at
www.outotec.com/agm. The Financial Statements of Outotec Oyj, the report of the
Board of Directors and the Auditor's report are available on the above-mentioned
website no later than on Monday, March 9, 2015. The proposals for decisions and
the other above-mentioned documents are also available at the Annual General
Meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the Annual General Meeting will be
available on the above-mentioned website at the latest on Monday, April
13, 2015.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on the record date of the meeting,
Wednesday, March 18, 2015 in the shareholders' register of the company 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 registered in the shareholders' register of the company.
A shareholder, who is registered in the company's shareholders' register and who
wants to participate in the Annual General Meeting, shall register for the
meeting no later than on Wednesday, March 25, 2015 at 10:00 a.m. (Finnish time)
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) through Outotec's website at the address www.outotec.com/agm;
b) by telephone to +358 20 770 6865 from Monday to Friday between 9:00 a.m. and
4:00 p.m.;
c) by e-mail to agm@outotec.com;
d) by regular mail to Outotec Oyj, AGM 2015, P.O. Box 1000, 02231 Espoo,
Finland; or
e) by telefax to +358 20 529 2200.
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 Outotec Oyj is used
only in connection with the Annual General Meeting and with the processing of
related registrations.
A shareholder, his/her authorized representative or proxy representative shall,
where necessary, be able to prove at the Meeting place their identity and/or
right of representation.
2. 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 the record
date of the Annual General Meeting, i.e. on Wednesday, March 18, 2015, would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has been
temporarily registered into the shareholders' register held by Euroclear Finland
Ltd. at the latest on Wednesday, March 25, 2015 at 10.00 a.m. (Finnish time). As
regards nominee registered shares this constitutes due registration for the
Annual General Meeting.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholder's
register of the company, the issuing of proxy documents and registration for the
Annual General Meeting from his/her custodian bank. The account manager of the
custodian bank has to register a holder of nominee registered shares, who wants
to participate in the Annual General Meeting, temporarily into the 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
at www.outotec.com/agm.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Annual General 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
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.
Possible proxy documents should be delivered to the company before the last date
for registration.
4. Advance voting
A shareholder, who has a Finnish book-entry account, may vote in advance on
certain items of the agenda of the Annual General Meeting through the company's
website during the time period February 6, 2015 - March 25, 2015, 10.00 a.m.
(Finnish time). Unless a shareholder voting in advance will be present in the
Annual General Meeting in person or by way of proxy representation, he/she may
not be able to use his/her right according to the Companies Act to request
information or a vote and if decision proposals have changed after the beginning
of the advance voting period, his/her possibility to vote on such items may be
restricted.
The conditions and instructions relating to the electronic advance voting can be
found on the company's website www.outotec.com/agm. The Finnish book-entry
account number of the shareholder is needed for voting in advance.
5. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the Annual General Meeting.
On the date of this notice to the Annual General Meeting, the total number of
shares in Outotec Oyj and the total number of votes represented by such shares
is 183,121,492.
The Annual General Meeting will be conducted in Finnish.

Espoo, February 5, 2015
OUTOTEC OYJ
BOARD OF DIRECTORS
For further information please contact:
OUTOTEC
Nina Kiviranta, General Counsel
tel. +358 20 529 2017
DISTRIBUTION:
Nasdaq Helsinki Ltd
Main media
www.outotec.com

[HUG#1892400]