NOTICE OF ANNUAL GENERAL MEETING

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Outokumpu Oyj  Stock Exchange Release    March 10, 2006 at 9.30 am

NOTICE OF ANNUAL GENERAL MEETING

Notice is given to the shareholders of Outokumpu Oyj of the Annual
General Meeting to be held on Thursday, March 30, 2006 at 12.00 noon
(Finnish time) at the Dipoli Congress Centre, address: Otakaari  24,
02150 Espoo, Finland.

Registration for attendance and distribution of voting slips will
commence at 11.00 am.

Agenda of the Meeting:

1. Items prescribed in Article 15 of the Articles of Association as
belonging to the Annual General Meeting.

2. Proposal by the Company’s largest shareholder, the Finnish State,
represented by the Finnish Ministry of Trade and Industry, to form a
nomination committee: The General Meeting resolves to form a
nomination committee to prepare proposals on the composition and
remuneration of the Board of Directors to the next Annual General
Meeting. The Chairman of the Board of Directors, as an expert
member, and representatives of the four largest shareholders are
elected to form the nomination committee. The right to nominate
shareholder representatives lies with those four shareholders whose
share of the voting power of all the shares of the Company is the
largest on the first day of November preceding the 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 Directors of the Company no later than on
October 31, 2006. The nomination committee is convened by the
Chairman of the Board of Directors and the committee shall elect a
chairman from among its members. The Nomination Committee shall
submit its proposals to the Board of Directors latest on the first
day of February preceding the Annual General Meeting.

3. Proposal by the Board of Directors to authorize the Board of
Directors to increase the Company’s share capital by issuing new
shares or convertible bonds as follows:

The share capital of the Company may be increased on one or several
occasions by no more than EUR 30 800 000 in total. Accordingly, an
aggregate maximum of 18 117 647 shares, having the account
equivalent value of EUR 1.70 each, may be issued.

The Board of Directors is authorized to decide who will have the
right to subscribe for the new shares or convertible bonds. The
Board of Directors may deviate from the shareholders' pre-emptive
subscription right, provided that such deviation is justified by an
important financial reason for the Company, such as strengthening
the Company's capital structure or financing corporate acquisitions
or restructurings. The Board of Directors decides the subscription
price and the other terms and conditions of the issue of shares or
convertible bonds. The Board of Directors may decide that the
subscription price for new shares be paid by means of contribution
in kind, set-off or otherwise subject to specific terms and
conditions determined by the Board of Directors.

The authorization is valid until the Annual General Meeting in 2007,
however not longer than one year from the decision of the General
Meeting.

4. Proposal by the Board of Directors to authorize the Board of
Directors to decide to re-purchase the Company’s own shares as
follows:

Shares may be repurchased for improving of the Company's capital
structure or to be used as consideration when acquiring assets for
the Company's business or as consideration in possible corporate
acquisitions, in the manner and to the extent decided by the Board
of Directors. Repurchased shares may also be used as a part of
incentive and bonus schemes directed to the personnel of the
Company.

The maximum number of shares to be repurchased is 18 000 000. The
number of own shares in the Company’s possession may not exceed 10 %
of the total amount of the Company’s shares. Shares may be
repurchased pursuant to a decision of the Board of Directors through
purchases in public trading at the Helsinki stock exchange at the
prevailing market price. The purchase price shall be paid to the
sellers within the time limit provided in the rules of the Helsinki
stock exchange and the Finnish Central Securities Depository Ltd.
The shares shall be repurchased with distributable funds and
accordingly repurchasing will reduce distributable equity of the
Company. As the number of shares to be repurchased is limited as
explained above and as the Company has only one class of shares,
repurchases of own shares are not likely to have a significant
impact on the relative holdings or voting rights between
shareholders of the Company. Since shares will be repurchased in
public trading at the Helsinki stock exchange without knowledge of
the sellers' identity, it is not possible to determine whether and
to what extent the repurchase could affect the proportionate
holdings of persons that are closely connected to the Company in the
meaning of chapter 1, section 4, subsection 1 of the Finnish
Companies Act.

The Board of Directors is authorized to decide on other matters and
measures related to the repurchasing of own shares.
 
The authorization is valid until the Annual General Meeting in 2007,
however not longer than one year from the decision of the General
Meeting.

5. Proposal by the Board of Directors to authorize the Board of
Directors to decide to transfer the Company’s own shares as follows:

The maximum number of shares to be transferred is 18 000 000. Shares
may be transferred on one or several occasions. The Board of
Directors shall be authorized to decide on the recipients of the
shares and the procedure and terms to be applied. The Board of
Directors may decide to transfer shares in deviation of the pre-
emptive right of the shareholders to the Company’s shares. Shares
can be transferred as consideration when acquiring assets for the
Company's business or as consideration in possible corporate
acquisitions, in the manner and to the extent decided by the Board
of Directors. The Board of Directors may decide to sell shares
through public trading at the Helsinki stock exchange in order to
obtain funds for the Company for investments and possible corporate
acquisitions. Shares can also be transferred as a part of incentive
and bonus schemes directed to the personnel of the Company,
including the Chief Executive Officer and his/her deputy. Except as
separately authorized, the Board of Directors may not deviate from
the shareholders' pre-emptive right to shares in favour of persons
that are closely connected to the Company in the meaning of chapter
1, section 4, sub-section 1 of the Finnish Companies Act. The
transfer price may not be less than the fair market value of the
shares at the time of the transfer set in public trading at the
Helsinki stock exchange. The consideration can be paid by means of
contribution in kind, set-off or otherwise subject to specific terms
and conditions determined by the Board of Directors.

The Board of Directors is authorized to decide on other matters and
measures related to the transfer of own shares.
 
The authorization is valid until the Annual General Meeting in 2007,
however not longer than one year from the decision of the General
Meeting.
        
Material

Copies of the Annual Accounts and the proposals mentioned under
sections 3, 4 and 5 with attachments as provided in the Finnish
Companies Act as well as other material concerning the Annual
General Meeting are available at Outokumpu’s website at
www.outokumpu.com as of March 22, 2006 and at the Company’s head
office at the address Riihitontuntie 7 B, 02200 Espoo. As of the
above date, copies of these documents will be sent upon request.

The Annual Report 2005 will be sent by mail to all registered
shareholders before the Annual General Meeting.

Right to attend

In order to attend the Annual General Meeting a shareholder must be
registered in the Company’s shareholder’s register maintained by the
Finnish Central Securities Depository Ltd. on Monday, March 20,
2006. Nominee-registered shareholders who wish to attend the Annual
General Meeting should temporarily re-register the shares under
their own name in the shareholders’ register. Such re-registrations
should be effective on Monday, March 20, 2006 at the latest. In
order to arrange a temporary re-registration, nominee-registered
shareholder should contact their bank or other custodian.
Shareholders, whose shares have not been entered into the Finnish
book-entry securities system, should mention this when giving notice
to attend in order to receive further instructions.

Shareholders, who wish to attend the Annual General Meeting, must
notify the Company either by e-mail to agm@outokumpu.com, by
telephone to +358 9 421 5519, by fax to +358 9 421 2223, by letter
to the address Outokumpu Oyj, Share Register, P.O. Box 140, FIN-
02201 Espoo, Finland or in person at the Company’s head office at
Riihitontuntie 7 B, 02200 Espoo. The notice to attend must be given
on March 24, 2006 at 4.00 pm (Finnish time) at the latest.

The shareholders wishing to vote by proxy should inform the Company
thereof when giving notice to attend and submit their proxies to the
Company no later than March 24, 2006 at 4.00 pm (Finnish time).

Dividends

The Board of Directors has decided to propose to the Annual General
Meeting a dividend of EUR 0,45 per share for the year 2005. The
dividend will be paid to shareholders registered in the
shareholders’ register maintained by the Finnish Central Securities
Depository Ltd. on the record date April 4, 2006. The Board of
Directors proposes that the dividend be paid on April 11, 2006.

Board of Directors and Auditor

The  Shareholders’ Nomination Committee formed at the Annual General
Meeting  in  2005, representing shareholders with a combined  voting
power of some 52 % of the voting power of all shareholders, proposes
to  the  Annual  General Meeting that the number of members  of  the
Board  of  Directors  be  confirmed  as  being  eight  and  that  in
accordance with consents received, Evert Henkes, Jukka Härmälä,  Ole
Johansson,  Juha  Lohiniva, Anna Nilsson-Ehle,  Leena  Saarinen  and
Soili  Suonoja of the current members be re-elected, and that Taisto
Turunen  be  elected as a new member of the Board of Directors.  The
Committee  further  proposes that Jukka Härmälä be  elected  as  the
Chairman  and  Ole Johansson as the Vice Chairman of  the  Board  of
Directors.

The two largest shareholders of the Company, jointly representing
some 49 % of the voting power of all shareholders, propose to the
Annual General Meeting that KPMG Oy Ab be elected as a new auditor
for the company until the close of the following Annual General
Meeting.

Espoo, February 2, 2006

Outokumpu Oyj
Board of Directors

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