Outotec Oyj - Notice to general meeting

Notice to the Annual General Meeting of Outotec Oyj

OUTOTEC OYJ  STOCK EXCHANGE RELEASE  FEBRUARY 8, 2011  AT 9.00 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 Tuesday, March 22, 2011 at 11:00 a.m. (Finnish time) at Dipoli,
Otakaari 24, Espoo, Finland. The reception of persons who have registered for
the Annual General Meeting will commence at the venue at 10:00 a.m.


A. MATTERS ON THE 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 report of the Board of Directors and
the Auditor's report for the year 2010

- Review by the CEO

7. Adoption of the annual accounts

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
0,75 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 the Euroclear Finland
Ltd on the dividend record date, Friday, March 25, 2011. The Board of Directors
proposes that the dividend be paid on Friday, April 8, 2011.

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors, in assuming the duties of the Nomination Committee,
proposes to the Annual General Meeting that the members of the Board of
Directors be paid the following monthly remuneration: EUR 5,000 for the Chairman
of the Board of Directors and EUR 3,000 for the other members of the Board of
Directors each, as well as an additional EUR 1,000 for both the Vice Chairman of
the Board, and the Chairman of the Audit Committee; and that the members of the
Board each be paid EUR 500 for attendance at each board and committee meeting as
well as be reimbursed for direct costs arising from board work.

11. Resolution on the number of members of the Board of Directors

The Board of Directors, in assuming the duties of the Nomination Committee,
proposes to the Annual General Meeting that the number of the members of the
Board of Directors be seven (7).

12. Election of members of the Board of Directors

The Board of Directors, in assuming the duties of the nomination committee,
proposes to the Annual General Meeting that the current members of the Board of
Directors Eija Ailasmaa, Carl-Gustaf Bergström, Tapani Järvinen, Karri Kaitue,
Hannu Linnoinen and Anssi Soila be re-elected as members of the Board, and that
the Annual General Meeting resolve to elect Carl-Gustaf Bergström as the
Chairman of the Board of Directors for the term ending at the closure of the
Annual General Meeting of 2012. The Board of Directors, in assuming the duties
of the nomination committee, proposes Timo Ritakallio to be elected as a new
member of the Board. More information on the nominees is available on the
company's website.

13. Resolution on the remuneration of the Auditor

The Audit Committee proposes that the Auditor's fees are paid according to the
Auditor's reasonable invoice.

14. Election of Auditor

The Audit Committee proposes that the Annual General Meeting re-elect KPMG Oy Ab
as the company's Auditor for the term ending at the closing of the Annual
General Meeting of 2012.

15. 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 resolve to repurchase a maximum of 4,578.037 own shares.
The proposed amount of shares corresponds to approximately 10 per cent of all
the shares of the company. Own shares may be repurchased on the basis of this
authorization only by using unrestricted equity for the purpose. Own shares can
be repurchased at a price formed in public trading 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. Derivatives may be used for the
repurchase. 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 next Annual General Meeting.

16. Authorizing the Board of Directors to decide to issue shares and other
special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to resolve to issue shares, to grant option rights and other
special rights entitling to shares pursuant to Chapter 10, Article 1 of the
Companies Act as follows: The number of shares to be issued on the basis of this
authorization shall not exceed 4,578,037 shares, which corresponds to
approximately 10 per cent of all the shares of the company.  The Board of
Directors is entitled to decide on the terms of 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 does not, however, entitle the Board of Directors to issue option
rights as an incentive to the personnel. This authorization applies to both
issuing new shares and distribution of own shares. The authorization shall be in
force until the next Annual General Meeting.

17. Proposal of the Board of Directors to amend the Articles of Association

The Board of Directors proposes that the Annual General Meeting resolve to amend
Section 9 of the company's Articles of Association so that notice to convene the
Annual General Meeting shall be issued by publishing the notice in one or more
daily newspapers with a wide circulation or at the company's website.

18. Closing of the Meeting

B.  DOCUMENTS OF THE ANNUAL 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 Annual Report 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 Tuesday 22 February 2011. 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 as from Tuesday, April 5, 2011.


C.   INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on the record date of the meeting, Thursday,
March 10, 2011 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 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 Thursday, March 17, 2011 at 10:00 a.m. 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:

a)  through Outotec's website at the address http://www.outotec.com/agm;
b)  by e-mail to agm@outotec.com;
c)  by telephone to +358 20 529 2929 Monday to Friday between 9.00 and 16.00;
d)  by regular mail to Outotec Oyj, AGM 2010, P.O. Box 86, 02201 Espoo; 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. The personal data given to Outotec Oyj is used only in
connection with the Annual 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/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 Thursday, March 10, 2011 at 10:00
a.m., 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 registered into the temporary shareholders' register held by
Euroclear Finland Ltd. at the latest by Thursday, March 17, 2011 by 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 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. The account management
organization of the custodian bank has to register a holder of nominee
registered shares, who wants to participate in the Annual 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.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. 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 45,780,373.


Espoo, 7 February, 2011

OUTOTEC OYJ
 BOARD OF DIRECTORS

For more information:

OUTOTEC OYJ
Rita Uotila
Vice President - Investor Relations
Tel.: +358 20 529 2003, mobile: +358 400 954 141
e-mail: rita.uotila(at)outotec.com


DISTRIBUTION
Nasdaq OMX Helsinki
Main media
www.outotec.com

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