OUTOKUMPU ? NOTICE OF ANNUAL GENERAL MEE

OUTOKUMPU OYJ - STOCK EXCHANGE RELEASE March 15, 2004 at 9.00 am

OUTOKUMPU – NOTICE OF ANNUAL GENERAL MEETING

Notice is given to the shareholders of Outokumpu Oyj of the Annual
General Meeting to be held on Friday, April 2, 2004 at 10.00 am
(Finnish time) at the Sellosali, address: Soittoniekanaukio 1 A,
02600 Espoo, Finland.

Registration for attendance and distribution of voting slips will
commence at 9.00 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 Board of Directors to authorize the Board of
Directors to increase the Company’s share capital by issuing new
shares, stock options or convertible bonds as follows:

The share capital of the Company may be increased on one or
several occasions by no more than EUR 30 400 000 in total.
Accordingly, an aggregate maximum of 17 882 352 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, stock options 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, stock options or convertible
bonds. The Board of Directors may decide that the subscription
price for new shares 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 authorization is valid until the Annual General Meeting in
2005, however not longer than one year from the decision of the
General Meeting.

3. 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 8 900 000. The
number of own shares in the Company’s possession may not exceed 5
% of the total 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 Exchanges 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
Exchanges 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 Exchanges 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
2005, 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 transfer the Company’s own shares as
follows:

The maximum number of shares to be transferred shall be 10 000
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 Exchanges 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 specifically authorized, the Board of Directors may not
deviate from the share-holders' pre-emptive right to shares in
favor 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 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 Exchanges. 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
2005, 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 2, 3 and 4 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 25, 2004 and at the Company’s head
office at Riihitontuntie 7 A, 02200 Espoo. As of the above date
copies of these documents will be sent upon request.

The Annual Report 2003 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 shareholders’ register maintained
by the Finnish Central Securities Depository Ltd. on Tuesday,
March 23, 2004. 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 Tuesday, March 23, 2004 at
the latest. In order to arrange the temporary re-registration,
nominee-registered shareholders 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 2813, by fax to +358 9 421 2920, 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 A, 02200 Espoo. The notice to attend must be
given on March 30, 2004 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 30, 2004 at 4.00 pm
(Finnish time).


Dividends

The Board of Directors has decided to propose to the Annual
General Meeting a dividend of EUR 0.20 per share for the year
2003. The dividend will be paid to shareholders registered in the
Shareholder’s Register maintained by the Finnish Central
Securities Depository Ltd. on the record date April 7, 2004. The
Board of Directors proposes that the dividend would be paid on
April 16, 2004.

Shares exchanged under the convertible bonds 1999 and subscribed
under the 1998 option warrants in 2004 are not entitled to
dividends from the financial year 2003.


Board of Directors, Auditor and Nomination Committee

Shareholders, who represent approximately 50% of the voting power
of all shareholders, have notified the Company that they will
propose to the Annual General Meeting that the number of members
of the Board of Directors be confirmed as being nine and that, in
accordance with consents received, Evert Henkes, Arto Honkaniemi,
Jorma Huuhtanen, Ole Johansson, Heimo Karinen, Juha Rantanen,
Leena Saarinen and Soili Suonoja of the current members be re-
elected and that Arto Vilppola be elected as a new member of the
Board of Directors until the close of the following Annual General
Meeting.

The same shareholders have further notified the Company that they
will propose to the Annual General Meeting that the current
auditor of the Company, PricewaterhouseCoopers Oy, be re-elected
as the sole auditor until the close of the following Annual
General Meeting.

The Ministry of Trade and Industry of Finland representing the
Company’s largest shareholder, the Finnish State, proposes to the
Annual General Meeting that a Nomination Committee be elected as
follows: The General Meeting resolves to form a Nomination
Committee to prepare proposals on the composition and remuneration
of the Board of Directors for the next General Meeting.
Representatives of a few of the largest shareholders, together
with the Chairman of the Board of Directors as an expert member,
are elected to form the Nomination Committee. The right to
nominate shareholder representatives lies with those shareholders
whose share of the voting power of all the shares in the Company
is the largest on the first day of December preceding the General
Meeting. The Nomination Committee will be convened by the Chairman
of the Board of Directors and the Committee will elect a chairman
from among its members. The Nomination Committee should submit its
proposals to the Board of Directors latest on the first day of
February preceding the General Meeting.



Espoo, February 10, 2004
Outokumpu Oyj
Board of Directors


OUTOKUMPU OYJ
Corporate Management
Johanna Sintonen
Vice President - Investor Relations
tel. +358 9 421 2438, mobile +358 40 530 0778, fax +358 9 421 2125
e-mail: johanna.sintonen@outokumpu.com
www.outokumpu.com