Outotec Oyj - Notice to general meeting

Notice to the Annual General Meeting of Outotec Oyj

OUTOTEC OYJ  STOCK EXCHANGE RELEASE  FEBRUARY 7, 2013  AT 12.00 PM


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 26, 2013 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  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 2012


- 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
1.20 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,  Tuesday, April  2, 2013. The Board  of Directors
proposes that the dividend be paid on Tuesday, April 16, 2013.


   9.    Resolution on authorizing the Board of Directors to decide on donations

The  Board of Directors proposes that it be authorized to decide on donations of
a  total  of  EUR  100,000 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  shall  decide  on  the  donation
beneficiaries  and the amount of each donation. The authorization shall be valid
until December 31, 2013.

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
members of the Board of Directors be paid the following annual remuneration: 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 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 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  from the  AGM 2013 date,  in amounts  corresponding to  EUR 28,800 for the
Chairman,  EUR 19,200 for  the Vice  Chairman of  the Board  and Chairman of the
Audit  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
remunerations  and would be paid no later than on 30 April 2013. 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 seven (7).

13.  Election of members and Chairman of the Board of Directors


Outotec's  Nomination Board proposes  to the Annual  General Meeting that of the
current  members of the Board of Directors Eija Ailasmaa, Tapani Järvinen, Hannu
Linnoinen, Timo Ritakallio and Chaim (Poju) Zabludowicz be re-elected as members
of  the Board  for a  term ending  at the  closing of the Annual General Meeting
2014. The  current Chairman of the Board  of Directors Carl-Gustaf Bergström and
Vice  Chairman Karri Kaitue have notified that  they are no longer available for
re-election  to  the  Board  of  Directors  in the Annual General Meeting 2013.
Outotec's  Nomination Board proposes that the  Annual General Meeting resolve to
elect  Matti Alahuhta and  Anja Korhonen as  new members of  the Board, and that
Matti  Alahuhta be elected  as the Chairman  of the Board  of Directors, for the
term  ending at the  closing of the  Annual General Meeting 2014. All candidates
have  given their consent to  the election. More information  on the nominees is
available on the company's website.


14.  Resolution on the remuneration of the Auditor


On  the recommendation of  the Audit Committee,  the Board of Directors proposes
that  the Auditor's fees  be paid according  to the Auditor's reasonable invoice
approved by the company.

15.  Election of Auditor


On  the recommendation of  the Audit Committee,  the Board of Directors proposes
that  the  Annual  General  Meeting  elect PricewaterhouseCoopers Oy, Authorized
Public  Accountants as the company's Auditor for  the term ending at the closing
of the Annual General Meeting 2014.


16.  Proposal of the Board of Directors to decide on free share issue (split)


The  Board of Directors proposes that the Annual General Meeting resolve to give
a free share issue (split) in proportion to the shares held by the shareholders.
Three new shares shall be issued for each existing share. Based on the number of
shares  on the date  of this notice,  a total of  137,341,119 new shares will be
issued.  The free  share issue  shall be  executed in  the book-entry system and
requires  no actions from  the shareholders. The  new shares shall be registered
approximately  on Tuesday, April 2, 2013, and  shall generate shareholder rights
as  of the  said date.  No dividend  decided upon  by the Annual General Meeting
shall be paid to the new shares for the year 2012.

Each  shareholder,  who  is  registered  on  the  record  date on Tuesday, April
2, 2013 in  the  shareholders'  register  of  the  company,  will be entitled to
receive shares on the basis of the free share issue.

17.  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 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 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. 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.

If  the Annual General Meeting decides on the free share issue (split) in agenda
item  16 above, the maximum number of own shares which can be repurchased on the
basis of this authorization shall be increased and the authorization shall apply
to a maximum of 18,312,148 own shares.

18.  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 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 percent  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 applies to  both issuing new  shares and distribution of own
shares.  The  authorization  shall  be  in  force  until the next Annual General
Meeting.

If  the Annual General Meeting decides on the free share issue (split) in agenda
item  16 above, the maximum number of shares  which can be issued shall increase
and the authorization shall apply to a maximum of 18,312,148 shares.

19.  Proposal  of the  Board of  Directors for  the establishment of a permanent
Shareholders' Nomination Board


The  Board  of  Directors  proposes  that  the Annual General Meeting resolve to
establish a permanent Shareholders' Nomination Board on the following terms:

The  Annual General  Meeting decides  to establish  the Shareholders' Nomination
Board  composed of shareholders  or their representatives  and of members of the
Board  of Directors for the purpose of  preparing the election of the members of
the  Board of Directors and proposals for their remuneration to be submitted for
the General Meeting.

The tasks of the Nomination Board consist of

 a. Preparation and presentation to the General Meeting of the Shareholders of
    matters pertaining to the number of the members of the Board of Directors in
    accordance with the Articles of Association;
 b. Preparation and presentation to the General Meeting of the Shareholders of
    matters pertaining to the appointment of the members of the Board of
    Directors and its Chairman;
 c. Preparation and presentation to the General Meeting of Shareholders of
    matters pertaining to the remuneration of the members of the Board of
    Directors; and
 d. Successor planning for the members of the Board of Directors.


The  Nomination Board  shall consist  of four  (4) members.Three  of the members
shall  represent  the  three  shareholders  who  on  1 October (the "Value Day")
preceding  the Annual General Meeting represent  the largest number of the votes
of  all shares in the  company. The Chairman of  the Board of Directors shall be
the fourth member of the Nomination Board.

The  largest shareholders  are determined  on the  basis of  their shareholdings
registered  in the  company's shareholders'  register held  by Euroclear Finland
Ltd. In the event that a shareholder who according to the Securities Markets Act
has  an obligation to take such ownership into account when making notifications
regarding  changes in ownership (shareholder  subject to flagging notification),
notifies the Chairman of the Board of Directors thereof in writing at the latest
on  the Value Day, the  shareholding of such shareholder  divided between two or
more  funds or  group companies  shall be  counted as  one. In  the event that a
shareholder  does  not  wish  to  use  his/her  right to appoint a member to the
Shareholders' Nomination Board, the right to appoint shall be transferred to the
next  largest  shareholder  in  the  company's shareholders' register, who would
otherwise not have a right to appoint.

The  Chairman  of  the  Board  of  Directors  convenes  the first meeting of the
Nomination  Board and the representative of the largest shareholder shall be the
Chairman  of the  Nomination Board  unless otherwise  decided by  the Nomination
Board.

The Nomination Board shall submit its proposals to the Board of Directors at the
latest on 15 January preceding the Annual General Meeting.

The  Board of Directors further proposes for the Annual General Meeting to adopt
the  Charter of the Shareholders' Nomination  Board, which has been available as
from February 7, 2013 on the company's website at www.outotec.com/agm.

The  Board of Directors is of the opinion that it is in the best interest of the
company and of the shareholders that the largest shareholders participate in the
appointment  of  the  members  of  the  Board  of  Directors  as  well as in the
preparation work for their remuneration.


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 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, February 26, 2013. 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 Tuesday, April
9, 2013.


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, Thursday,
March  14, 2013 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 on Thursday,  March 21, 2013 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 2013, P.O. Box 86, 02201 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. The  personal data  given to  Outotec Oyj  is used  only in
connection  with the Annual  General Meeting and  with the processing of related
registrations.

Shareholder,  his/her authorized  representative or  proxy representative shall,
where  necessary, be able  to prove at  the Meeting place  their identity and/or
right to represent.

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 14, 2013, 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 on Thursday, March 21, 2013 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 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
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 7, 2013 - March 21, 2013, 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 item 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 45,780,373.


Espoo, February 6, 2013

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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