Outokumpu Oyj - Decisions of general meeting

Outokumpu - Resolutions the Annual General Meeting 2012

STOCK EXCHANGE RELEASE
14 March 2012 at 2.30 pm EET


Outokumpu's Annual General Meeting of shareholders today approved the financial
statements and discharged the administrative bodies of the company from
liability for the financial year 2011. The Meeting decided that no dividend be
paid for 2011. The Meeting approved the proposals regarding authorisation to
the Board of Directors to repurchase the company's own shares, to decide on the
issuance of shares and other special rights entitling to shares. Furthermore,
the Meeting approved the proposal to establish a Shareholders' Nomination Board
and the proposal for the Charter of the Shareholders' Nomination Board. 

Outokumpu Oyj's Annual General Meeting of shareholders was held today on 14
March 2012 in Helsinki, Finland. The Meeting was opened by the Chairman of the
Board of Directors, Ole Johansson, and chaired by Tomas Lindholm,
attorney-at-law. 

Financial statements

The Annual General Meeting approved the parent company's and the Group's
financial statements and discharged the members of the Board of Directors and
CEO from liability for the financial year 2011. 

Dividend

The Annual General Meeting decided that no dividend be paid for the financial
year that ended on 31 December 2011. 

The Board of Directors

The Annual General Meeting decided that the number of Board members be seven
from the closing of the Annual General Meeting, including Chairman and Vice
Chairman, and eight from the next day of the completion of the transaction to
combine Outokumpu Oyj and Inoxum, as proposed by the Nomination Board formed by
the Annual General Meeting 2011 and by Solidium Oy. 

Ole Johansson, Olli Vaartimo, Elisabeth Nilsson and Siv Schalin were re-elected
as members of the Board of Directors, and Iman Hill, Harri Kerminen, Heikki
Malinen and conditionally also Guido Kerkhoff were elected as new members,
until the close of the following Annual General Meeting. For Guido Kerkhoff,
the term of office as a board member will begin on the day following the
completion of the transaction to combine Outokumpu Oyj and Inoxum and will
continue until the end of the next Annual General Meeting. The Annual General
Meeting re-elected Ole Johansson as Chairman and Olli Vaartimo as Vice Chairman
of the Board of Directors. 

As proposed by the Nomination Board formed by the Annual General Meeting 2011,
the annual remuneration of the Board of Directors was confirmed until the next
Annual General Meeting as follows: 


                                           Annual remuneration, EUR         
Meeting fee, EUR/meeting 
Chairman                                      80 000                           
                600 
Vice Chairman                             45 500                               
            600 
Other Board members                36 000                                      
     600 

The meeting fee will be 1 200 EUR/meeting for the Board members residing
outside Finland. 

The Annual General Meeting also decided that 40% of the annual remuneration
will be paid in the form of Outokumpu Oyj's shares and the remainder as cash.
Shares are to be purchased within two weeks after the release of Outokumpu's
first quarter 2012 interim report. 

As for the elected board member Guido Kerkhoff, his remuneration will be paid
proportionately only from the time he will participate into the work of the
Board of Directors. Furthermore, his share-based remuneration will be paid
within two weeks from the completion of the transaction to combine Outokumpu
Oyj and Inoxum. 

Auditor

The Annual General Meeting re-elected KPMG Oy Ab, Authorised Public
Accountants, as the company's auditor for the following term ending at the
close of the next Annual General Meeting. The elected auditor will be
reimbursed in accordance with the auditor's invoice. 

Nomination Board

Based on the proposal by the Board of Directors, the Annual General Meeting
resolved to establish a Shareholders' Nomination Board for an indefinite period
to prepare proposals to the Annual General Meeting for the election and
remuneration of the members of the Board of Directors. 

In addition, the Annual General Meeting adopted the Charter of the
Shareholders' Nomination Board, as proposed by the Board of Directors. The
Nomination Board will comprise of representatives of the four largest
shareholders of the company and in addition, of the Chairman of the company's
Board of Directors as an expert member. The right to nominate the shareholder
representatives lies with those four shareholders whose share of all the voting
rights in the company is on October 1 preceding the next Annual General Meeting
the largest on the basis of the shareholders' register of the company held by
Euroclear Finland Ltd, however, holdings by a shareholder who, under the
Finnish Securities Market Act, has the obligation to disclose changes in
shareholdings (flagging obligation) that are divided into several funds or
registers, will be summed up when calculating the share of all the voting
rights, provided that such shareholder presents a written request to that
effect to the Chairman of the company's Board of Directors no later than on
September 30 preceding the Annual General Meeting. Should a shareholder not
wish to use its nomination right, the right transfers to the next largest
shareholder who would otherwise not have a nomination right. 

The Chairman of the Board of Directors convenes the first meeting of the
Nomination Board and the Nomination Board elects a chairman from among its
members. The Nomination Board shall submit its proposals to the Board of
Directors annually, latest on January 31 preceding the next Annual General
Meeting. 

Further, the Annual General Meeting approved the proposal by Solidium Oy,
according to which, the composition of the Shareholders' Nomination Board,  to
be appointed in preparation of the Annual General Meeting to be held in 2013,
would in addition to the members nominated as set out in the proposal by the
Board of Directors, include one expert member nominated by ThyssenKrupp AG, in
the event that ThyssenKrupp AG, on 1 October 2012, would not be registered as a
shareholder in the shareholders' register of Outokumpu Oyj held by Euroclear
Finland Ltd. This resolution will take effect only on the day following the
completion of the Inoxum transaction. 


Authorisation to repurchase the company's own shares

The Annual General Meeting authorised the Board of Directors to resolve to
repurchase a maximum of 18 000 000 of the company's own shares. Based on
earlier authorisations, Outokumpu currently holds 1 015 888 own shares. 

The own shares may be repurchased pursuant to the authorisation only by using
unrestricted equity. The price payable for the shares shall be based on the
price of the company's shares on the day of repurchase in public trading. The
minimum price payable for the repurchased own shares shall be the lowest quoted
price of the company's shares in public trading during the validity of the
authorisation, and the maximum price the highest quoted price in public trading
during the validity of the authorisation. 

The Board of Directors is authorised to decide how the own shares will be
repurchased. The own shares may be repurchased in deviation from the
proportional shareholdings of the shareholders (directed repurchase). The
aggregate number of the company's own shares held by the company and its
subsidiaries may not, however, exceed 10% of the company's total number of
registered shares. 

The authorisation is valid until the next Annual General Meeting, however
expiring at the latest on 31 May 2013. 

Authorisation to decide on the issuance of shares as well as other special
rights entitling to shares 

The Annual General Meeting authorised the Board of Directors to resolve to
issue a maximum of 36 000 000 shares through one or several share issues and/or
by granting of special rights entitling to shares, as specified in Chapter 10,
Section 1 of the Finnish Companies Act, excluding option rights to the
company's management and personnel under an incentive plan. 

On the basis of the authorisation, a maximum of 18 000 000 new shares may be
issued, and additionally a maximum of 18 000 000 treasury shares may be
transferred. 

The Board of Directors resolves upon all other terms and conditions of the
share issue and of the issue of special rights entitling to shares. The Board
of Directors shall have the authority to resolve upon the issue of shares and
special rights in deviation of the pre-emptive subscription right of the
shareholders (directed issue). 

The authorisation is valid until the next Annual General Meeting, however
expiring at the latest on 31 May 2013, and it does not revoke the share issue
authorizations given at the Extraordinary General Meeting on March 1, 2012. 

Minutes of the meeting

The minutes of the Annual General Meeting will be available for viewing at
Outokumpu Oyj's head office and at the company's website
http://www.outokumpu.com/en/Investors/AGM/ 
Pages/default.aspx  as of 28 March 2012 at the latest.

A video recording of the presentation held by the CEO at the Annual General
Meeting will be available at
http://www.outokumpu.com/en/Investors/AGM/Pages/default.aspx during the
afternoon 14 March 2012. 


OUTOKUMPU OYJ



Outokumpu is a global leader in stainless steel with the vision to be the
undisputed number one. Customers in a wide range of industries use our
stainless steel and services worldwide. Being fully recyclable,
maintenance-free, as well as very strong and durable material, stainless steel
is one of the key building blocks for sustainable future. Outokumpu employs
some 8 000 people in more than 30 countries. The Group's head office is located
in Espoo, Finland. Outokumpu is listed on the NASDAQ OMX Helsinki.
www.outokumpu.com

Attachments:

ENG AGM Resolutions 2012 final.pdf