2010-02-03 08:20:00 CET
2010-03-15 15:48:30 CET
REGULATED INFORMATION
Outokumpu Oyj - Notice to general meeting
Notice of Annual General Meeting – Outokumpu’s AGM to convene on March 30, 2010
STOCK EXCHANGE RELEASE
February 3, 2010
at 9.20 am EET
The Board of Directors of Outokumpu Oyj has decided to convene an Annual General
Meeting of shareholders that will be held on Tuesday, March 30, 2010 at 12.00 pm
EET in Marina Congress Center, in Helsinki, Finland.
Notice of Annual General Meeting
Notice is given to the shareholders of Outokumpu Oyj of the Annual General
Meeting to be held on Tuesday, March 30, 2010 at 12.00 pm EET in Marina Congress
Center, address: Katajanokanlaituri 6, 00160 Helsinki, Finland.
The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 11.00 am.
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 2009
Review by the Chief Executive Officer.
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 proposes to the Annual General Meeting a dividend of 0.35 per share
for the year 2009. The dividend will be paid to shareholders registered in the
shareholders' register held by Euroclear Finland Ltd on the dividend record date
April 6, 2010. The Board proposes that the dividend be paid on April 13, 2010.
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 Shareholders' Nomination Committee formed at the Annual General Meeting in
2009, jointly representing shareholders with 41.98% of the voting power of all
shareholders at the time when the Committee started its work, proposes to the
Annual General Meeting that the remuneration levels for the members of the Board
elected at the Annual General Meeting for the term ending at the close of the
Annual General Meeting in 2011 will remain unchanged and be paid as follows:
annual remuneration of EUR 70 000 for the Chairman, EUR 43 000 for the Vice
Chairman and EUR 34 000 for the other members.
Additionally a meeting fee of EUR 600/meeting for each member of the Board. The
meeting fee is paid separately for each meeting and committee meeting of the
Board. The meeting fee shall be double for the Board members residing outside
Finland. The Shareholders' Nomination Committee proposes that 40% of the annual
remuneration will be paid in the form of Outokumpu Oyj's shares purchased from
the market and the remainder in money.
11. Election of members of the Board of Directors
The Shareholders' Nomination Committee proposes to the Annual General Meeting
that the number of Board members be eight and that Evert Henkes, Ole Johansson,
Victoire de Margerie, Anna Nilsson-Ehle, Jussi Pesonen, Leena Saarinen and Anssi
Soila of the current members be re-elected and Olli Vaartimo be elected as new
member, for the term ending at the close of the Annual General Meeting in 2011.
The Committee proposes that Ole Johansson be elected as the Chairman and Anssi
Soila as the Vice Chairman of the Board.
12. Resolution on the remuneration of the auditor
The two largest shareholders of the Company, Solidium Oy and the Social
Insurance Institution of Finland, jointly representing approximately 39.06% of
the voting power of all shareholders, propose to the Annual General Meeting that
the elected auditor be reimbursed in accordance with the auditor's invoice.
13. Election of auditor
The two largest shareholders of the Company, Solidium Oy and the Social
Insurance Institution of Finland, propose to the Annual General Meeting that
KPMG Oy Ab be re-elected as the auditor for the Company for the term ending at
the close of the Annual General Meeting in 2011. The auditor's assignment shall
also include giving the auditor's statement on the discharge of the members of
the Board of Directors and the CEO from liability and on the proposal of the
Board of Directors for distribution of profit.
14. Authorizing the Board of Directors to decide on the repurchase of the
Company's own
shares
The Board proposes that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 18 000 000 of the Company's 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 in public trading. The Board is authorized 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 authorization is valid until the next Annual General Meeting,
however no later than May 31, 2011.
15. Authorizing the Board of Directors to decide on the issuance of shares as
well as other
special rights entitling to shares
The Board proposes that the Annual General Meeting authorize the Board to
resolve to issue a maximum of 36 000 000 shares through share issue 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. Through the share
issue and/or by granting special rights entitling to shares, 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 resolves upon all other terms and conditions of the share issue and of
the issue of special rights entitling to shares. The Board 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
authorization is valid until the next Annual General Meeting, however no later
than May 31, 2011.
16. Proposal by the Board of Directors to amend the Articles of Association
The Board proposes to the Annual General Meeting that the Articles of
Association be amended as follows:
the wording of article 8 be changed to correspond the terminology of the
Companies Act by replacing the references to the right to sign for the Company
by references to the right to represent the Company
article 11 be changed so that the invitation to the general meeting of the
shareholders shall be delivered at the latest 21 days before the meeting,
however, never later than 9 days before the record date
17. Proposal by the Board of Directors to give a donation
The Board of Directors proposes to the Annual General Meeting that the meeting
resolves that Outokumpu Oyj donates 250 000 euro to the Aalto University
Foundation (Aalto University). Other Outokumpu Group companies are contemplating
further donations to the Aalto University Foundation and, in case the donations
materialize, the aggregate amount of Outokumpu Group's donations in 2010 to the
Aalto University Foundation is 1 000 000 euro in the maximum.
Please see more detailed information on www.outokumpu.com/agm.
18. Proposal by a shareholder to form a Shareholders' Nomination Committee
The Company's largest shareholder Solidium Oy proposes that the Annual General
Meeting resolves to form a nomination committee to prepare proposals on the
composition and remuneration of the Board to the next Annual General Meeting.
Pursuant to the proposal, representatives of the three largest shareholders are
elected to form the nomination committee. In addition the Chairman of the Board
is elected as an expert member to the committee.
The right to nominate shareholder representatives lies with those three
shareholders whose share of the voting power of all the shares of the Company is
the largest on November 1, preceding the next Annual General Meeting. Should a
shareholder not wish to use the nomination right, the right to nominate is
transferred to the next largest shareholder.
The largest shareholders are determined based on their registered shareholdings
in the Finnish book-entry system. However, holdings by a shareholder, who under
the Finnish Securities Markets Act has the obligation to disclose changes in
shareholdings (flagging obligation), e.g. divided into a number of funds, may be
combined provided that the owner presents a written request to that effect to
the Board of the Company no later than on October 29, 2010.
The nomination committee is convened by the Chairman of the Board and the
committee shall elect a chairman from among its members. The nomination
committee shall submit its proposals to the Board latest on February 1,
preceding the Annual General Meeting.
19. Closing of the meeting
Documents of the Annual General Meeting
The abovementioned proposals of the Board of Directors and shareholders relating
to the agenda of the Annual General Meeting, as well as this notice and
additional information on the proposed donation in accordance with section 17 of
the agenda, are available on Outokumpu Oyj's website at www.outokumpu.com/agm.
The annual report of Outokumpu Oyj, including the Company's annual accounts, the
report of the Board of Directors and the auditor's report, is available on the
abovementioned website no later than March 9, 2010. The proposals of the Board
of Directors and the annual report are also available at the meeting. Copies of
these documents and of this notice will be sent to the shareholder upon request.
The minutes of the meeting will be available on the abovementioned website as
from April 13, 2010.
Instructions for the participants in the Annual General Meeting
The right to participate and registration
Each shareholder, who is registered on March 18, 2010 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 Finnish book-entry account, is registered in the
shareholders' register of the Company.
A shareholder registered in the Company's shareholders' register, who wants to
participate in the Annual General Meeting, shall register for the meeting no
later than March 24, 2010 at 4.00 p.m. by giving a prior notice of
participation. Such notice can be given:
a) on the Company's website: www.outokumpu.com/agm
b) by e-mail: agm@outokumpu.com
c) by telefax: +358 9 421 2223
d) by telephone: +358 9 421 5519 on weekdays from 12.00 pm to 4.00 pm
e) by regular mail to Outokumpu Oyj, Share Register, P.O. Box 140, 02201 Espoo,
Finland.
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 or proxy representative and the personal identification
number of a proxy representative. The personal data given to Outokumpu Oyj is
used only in connection with the Annual General Meeting and with the processing
of related registrations.
Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the 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 in originals to Outokumpu Oyj,
Share Register, P.O. Box 140, 02201 Espoo, Finland by the last date for
registration.
Holders of nominee registered shares
A holder of nominee registered shares may participate in the Annual General
Meeting with those shares under which the holder would be entitled to be
registered in the Company's shareholders' register held by Euroclear Finland Ltd
on March 18, 2010. Additionally, participation requires that the holder of
nominee registered shares is temporarily registered in the shareholders'
register held by Euroclear Finland Ltd no later than March 25, 2010 at 10.00
a.m. Temporary registration in the shareholders' register shall be deemed to be
a registration for the Annual General Meeting under the registered shares.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' 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 will register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, to be temporarily entered
into the shareholders' register of the Company by the abovementioned date.
Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with respect
to the matters to be considered at the meeting.
On the date of this notice to the Annual General Meeting, February 2, 2010, the
total number of shares in Outokumpu Oyj is 182 010 542 shares, which represent
the same number of votes.
Espoo, February 2, 2010
OUTOKUMPU OYJ
Board of Directors
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 7 500 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
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