OUTOKUMPU - NOTICE OF ANNUAL GENERAL MEETING
OUTOKUMPU OYJ STOCK EXCHANGE RELEASE MARCH 16, 2005 at 8.30 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 Tuesday, April 5, 2005 at 1.00 pm
(Finnish time) at the Dipoli Congress Centre, address: Otakaari
24, 02150 Espoo, Finland.
Registration for attendance and distribution of voting slips will
commence at 12.00 (noon).
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 Companys largest shareholder, the Finnish
State, represented by the Finnish Ministry of Trade and Industry,
to amend the Articles of Association to the effect that a person
who has turned 68 years old cannot be elected to the Board of
Directors and, further, that the Chairman and the Vice Chairman of
the Board of Directors be elected by the General Meeting.
3. Proposal by the Companys 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 for the
next General Meeting. The Chairman of the Board of Directors, as
an expert member, and representatives of the four largest
shareholders registered with the Finnish Central Securities
Depository 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 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 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 General Meeting.
4. Proposal by the Board of Directors to authorize the Board of
Directors to increase the Companys 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 30 800 000 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, 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 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
2006, 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 re-purchase the Companys 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 9 000 000. The
number of own shares in the Companys possession may not exceed
5 % of the total amount of the Companys 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
2006, however not longer than one year from the decision of the
General Meeting.
6. Proposal by the Board of Directors to authorize the Board of
Directors to decide to transfer the Companys own shares as
follows:
The maximum number of shares to be transferred is 9 300 000.
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 Companys 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 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 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
2006, 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 4,5 and 6 with attachments as provided in the Finnish
Companies Act as well as other material concerning the Annual
General Meeting are available at Outokumpus website at
www.outokumpu.com as of March 29, 2005 and at the Companys head
office at the address Riihitontuntie 7 A, 02200 Espoo. As of the
above date, copies of these documents will be sent upon request.
The Annual Report 2004 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 Companys shareholders register maintained
by the Finnish Central Securities Depository Ltd. on Thursday,
March 24, 2005. 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 Thursday, March 24, 2005 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 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 Companys head office at
Riihitontuntie 7 A, 02200 Espoo. The notice to attend must be
given on April 1, 2005 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 April 1, 2005 at 4.00 pm
(Finnish time).
Dividends
The Board of Directors has decided to propose to the Annual
General Meeting a dividend of EUR 0.50 per share for the year
2004. 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 8, 2005. The
Board of Directors proposes that the dividend be paid on April 15,
2005.
Board of Directors and Auditor
The Shareholders Nomination Committee formed at the Annual
General Meeting in 2004, representing shareholders with a combined
voting power of some 52% of the voting power of all shareholders,
pro-poses to the Annual General Meeting that the number of members
of the Board of Directors be confirmed as being ten and that, in
accordance with consents received, Evert Henkes, Arto Honkaniemi,
Jorma Huuhtanen, Ole Johansson, Heimo Karinen, Leena Saarinen and
Soili Suonoja of the current members be re-elected and that Jukka
Härmälä, Juha Lohiniva and Anna Nilsson-Ehle be elected as new
members of the Board of Directors until the close of the following
Annual General Meeting.
The Finnish Ministry of Trade and Industry representing the
Companys largest shareholder, the Finnish State, proposes to the
Annual General Meeting that current Chairman of the Board, Mr.
Karinen, and current Vice Chairman of the Board, Mr. Johansson, be
re-elected as Chairman and Vice Chairman.
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 the current auditor of the Company,
PricewaterhouseCoopers Oy, be re-elected as the sole auditor until
the close of the following Annual General Meeting.
Espoo, February 10, 2005
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
