2022-12-02 08:00:00 CET

2022-12-02 08:00:08 CET


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Outokumpu Oyj - Other information disclosed according to the rules of the Exchange

Outokumpu - Proposals of the Shareholders' Nomination Board to the Annual General Meeting 2023


Outokumpu Oyj
Stock exchange release
December 2, 2022 at 9.00 am EET

Outokumpu - Proposals of the Shareholders' Nomination Board to the Annual
General Meeting 2023

The Shareholders' Nomination Board of Outokumpu Oyj proposes to the Annual
General Meeting 2023 that the meeting would decide on the composition and
remuneration of the Board of Directors as follows:

Composition of the Board of Directors

The Shareholders' Nomination Board proposes that the Board of Directors would
consist of eight (8) members and that of the current members of the Board of
Directors Heinz Jörg Fuhrmann, Kati ter Horst, Kari Jordan, Päivi Luostarinen,
Petter Söderström, Pierre Vareille and Julia Woodhouse would be re-elected, and
that Jyrki Mäki-Kala would be elected as new member, all for the term of office
ending at the end of the next Annual General Meeting. The Nomination Board also
proposes that Kari Jordan would be re-elected as the Chairman and Kati ter Horst
as the Vice Chairman of the Board of Directors. Each of the proposed Board
members has consented to their respective appointment.

Vesa-Pekka Takala has informed the Shareholders' Nomination Board that he is no
longer available for re-election to the Board of Directors.

The members of the Board of Directors proposed to be elected or re-elected are
independent of the company and its major shareholders excluding Petter
Söderström, who is independent of the company but not of one of its major
shareholders, Solidium Oy. Further information of the proposed new Board member
can be found in the attachment of this release.

The Nomination Board has considered the composition of the Board of Directors as
to its overall structure as well as the individual members' versatile and
mutually complementary professional expertise and experience. The Nomination
Board therefore proposes that the Board of Directors is elected as a whole, not
each Board member individually.

Remuneration of the Board of Directors

The Shareholders' Nomination Board proposes that the annual remuneration of the
Chairman of Board of Directors would be increased to EUR 174,000 (2022: 169,000
euros) and that the annual remuneration of the Vice Chairman and the Chairman of
the Audit Committee would be kept at the same level as during the previous term
at EUR 93,500 and the annual remuneration of the other members of the Board of
Directors at EUR 72,500.

40% of the annual remuneration would be paid in the Company's own shares using
treasury shares or shares to be purchased from the market at a price formed in
public trading and in accordance with the applicable insider regulations. If a
Board member, on the date of the Annual General Meeting, owns shares of the
Company, which based on the closing price of that day represent a value
exceeding the annual remuneration, he or she can opt to receive the remuneration
in cash.

The Shareholders' Nomination Board proposes that the meeting fees, which would
be paid also for the Board Committee meetings, would be increased to EUR 800 per
meeting for each member of the Board of Directors (2022: EUR 600) and to EUR
1,600 when travelling to a meeting held outside the Board member's country of
residence (2022: EUR 1,200). The meeting fees are paid in cash.

The Shareholders' Nomination Board comprised Reima Rytsölä, CEO at Solidium Oy;
Pekka Pajamo, CFO at Varma Mutual Pension Insurance Company; Jouko Pölönen,
President and CEO at Ilmarinen Mutual Pension Insurance Company, and Outi
Antila, Director General at The Social Insurance Institution of Finland as well
as Chairman of the Board of Directors Kari Jordan.

For more information:

Investors: Linda Häkkilä, Head of Investor Relations, tel. +358 400 719 669

Media: Päivi Allenius, VP - Communications, tel. +358 40 753 7374

Outokumpu Oyj

Outokumpu is the global leader in stainless steel. The foundation of our
business is our ability to tailor stainless steel into any form and for almost
any purpose. Stainless steel is sustainable, durable and designed to last
forever. Our customers use it to create civilization's basic structures and its
most famous landmarks as well as products for households and various industries.
Outokumpu employs some 9,000 professionals in more than 30 countries, with
headquarters in Helsinki, Finland and shares listed in Nasdaq Helsinki.
www.outokumpu.com