Outotec Oyj - Decisions of general meeting

Resolutions of Outotec Oyj's Annual General Meeting

OUTOTEC OYJ STOCK EXCHANGE RELEASE APRIL 11, 2016 AT 3.00 PM

Resolutions of Outotec Oyj's Annual General Meeting

Outotec Oyj's Annual General Meeting was held today, April 11, 2016, in
Helsinki, Finland. The meeting was opened by the Chairman of the Board of
Directors Dr Matti Alahuhta and chaired by Mr Jukka Laitasalo, attorney-at-law.

Financial Statements

The Annual General Meeting approved the parent company and the consolidated
Financial Statements, and discharged the members of the Board of Directors and
the President and CEO from liability for the financial year 2015.

Dividend

The Annual General Meeting decided that no a dividend be distributed for the
financial year ended on December 31, 2015.

The Board of Directors and auditors

The Annual General Meeting decided that the number of the Board members,
including Chairman and Vice Chairman, shall be eight (8). Dr Matti Alahuhta, Ms
Eija Ailasmaa, Ms Anja Korhonen, Mr Timo Ritakallio, Mr Chaim (Poju)
Zabludowicz, Mr Ian W. Pearce and Mr Klaus Cawén were re-elected as members of
the Board of Directors, and Mr Patrik Nolåker was elected as a new member of the
Board, for the term expiring at the end of the next Annual General Meeting.

The Annual General Meeting elected Matti Alahuhta as the Chairman and Timo
Ritakallio as Vice Chairman of the Board of Directors.

The Annual General Meeting confirmed the annual remunerations to the Board
members as follows: EUR 72,000 for the 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 both the Vice Chairman of the Board, and the Chairman
of the Audit and Risk Committee; 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 the direct costs arising from board work.

Of the annual remuneration, 60 percent will be paid in cash and 40 percent in
the form of Outotec Oyj shares, which will be acquired from the stock exchange
within one week from the date of the Annual General Meeting, in amounts
corresponding to EUR 28,800 for the Chairman, EUR 19,200 for the Vice Chairman
of the Board and the Chairman of the Audit and Risk Committee each, and EUR
14,400 for each of the other members of the Board of Directors. 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 will be paid no later
than on May 11, 2016. The annual fees encompass the full term of office of the
Board of Directors. The attendance fee will be paid in cash.

Public Accountants PricewaterhouseCoopers Oy was re-elected as the company's
auditor. The auditor will be paid remuneration against the auditor's reasonable
invoice approved by the company.

Board's authorizations

The Annual General Meeting authorized the Board of Directors to decide on the
repurchase of an aggregate maximum of 18,312,149 of the company's own shares.
The 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 Annual General Meeting further authorized 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 authorizations shall be in force until the closing of the next Annual
General Meeting.

Board's assembly meeting

In its assembly meeting the Board of Directors elected Anja Korhonen, Timo
Ritakallio, Ian W. Pearce and Klaus Cawén as members of the Audit and Risk
Committee. Anja Korhonen acts as the Chairman of the Audit and Risk Committee.
Eija Ailasmaa, Matti Alahuhta and Poju Zabludowicz will act as members of the
Human Capital Committee with Matti Alahuhta as the Chairman of the Committee.

Minutes of the Meeting

The minutes of the Annual General Meeting (in Finnish) will be available for
viewing by the shareholders as of April 25, 2016 at Outotec Oyj's head office
and on the company's website.

OUTOTEC OYJ

Nina Kiviranta, General Counsel
tel. +358 20 529 2017   , mobile +358 50 59 888 05
e-mail: nina.kiviranta(at)outotec.com


DISTRIBUTION
NASDAQ Helsinki
Main media
www.outotec.com


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