OUTOKUMPU OYJ: INVITATION TO ANNUAL GENE
OUTOKUMPU OYJ STOCK EXCHANGE ANNOUNCEMENT March 14, 2003 at 9.00 am
OUTOKUMPU OYJ: INVITATION TO ANNUAL GENERAL MEETING The Annual General Meeting of Outokumpu Oyj will be held at the Dipoli Congress Center, Otakaari 24, 02150 Espoo, Finland at 1.00 pm on Thursday, April 3, 2003. Registration for attendance and distribution of voting slips will begin at 12.00 (noon). Agenda 1. Items prescribed in Article 15 of the Articles of Association. 2. Proposal of the Board of Directors to amend the Articles of Association as follows: - to amend article 3 of the Articles of Association to provide that the maximum capital of the company be EUR 1 200 000 000. - to amend article 5 of the Articles of Association to provide that the maximum number of shares be 800 000 000. - to amend article 7 of the Articles of Association to provide that the Board of Directors be composed of twelve members at most. 3. Proposal of the Board of Directors to authorize the Board of Directors to decide to repurchase the Companys own shares subject to the following terms: - own shares can be repurchased for improving the Company's equity 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 8 632 955, however the maximum number of shares which the Company has in its possession may not exceed 5% of the total 172 659 119 shares issued and outstanding in the capital of the Company. - shares will be repurchased pursuant to a decision of the Board of Directors, through purchases in public trading on the Helsinki Exchanges at the market price prevailing at the time of purchase. The purchase price shall be paid to the sellers within the time limit provided in the Rules of the Helsinki Exchanges and the Rules of the Finnish Central Securities Depository Ltd. - because the number of shares to be repurchased may not exceed 5% of the total number of shares outstanding and votes that can be cast in a General Meeting of the Company and because the Company has only one class of shares, a repurchase of own shares through the Stock Exchange is not likely to have a significant impact on the proportions of share ownership or voting rights between shareholders of the Company. - own shares shall be repurchased with distributable assets and accordingly repurchasing will reduce distributable equity of the Company. - the Board of Directors shall decide on matters and measures related to the repurchase of own shares. - the authorization shall be valid until the Annual General Meeting in 2004, however, no longer than 12 months from the decision of the Annual General Meeting. 4. Proposal of the Board of Directors to authorize the Board of Directors to decide to transfer the Companys own shares subject to the following terms: - a maximum of 8 632 955 own shares acquired by the Company can be transferred. - the Board of Directors shall be authorized to decide on the recipients of such transfers and the procedure and terms to be applied in such transfers. The Board of Directors may decide to allow the transfer of shares in deviation of the pre-emptive right of the shareholders to acquire shares that have been repurchased and are being re-transferred. - 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 also decide to sell shares through public trading on 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. - the transfer price shall not be less than the fair market value of the shares at the time of the transfer determined in public trading on the Helsinki Exchanges. The consideration can be paid in cash or in kind. - the Board of Directors shall decide on matters and measures related to the transfer of own shares. - the authorization shall be valid until the Annual General Meeting in 2004, however, no longer than 12 months from the decision of the Annual General Meeting. 5. Proposal of the Board of Directors to cancel the authorization to increase the Companys share capital given on April 8, 2002 and to authorize the Board of Directors to increase the Companys share capital through an issue of new shares, stock options, option warrants and/or convertible bonds subject to the following terms: - the Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to increase the Company's share capital in one or more issues by issuing new shares, stock options, option warrants and/or convertible bonds. Pursuant to this authorization, the aggregate maximum number of new shares to be issued or offered for subscription pursuant to stock options, option warrants and/or convertible bonds shall not exceed 17 265 911 shares with an account equivalent value of EUR 1.70 each, and the share capital of the Company may be increased by no more than EUR 29 352 050, which represents 10% of the currently registered share capital and of the votes that can be cast in the Annual General Meeting. The Board of Directors shall be authorized to decide the subscription price and the other terms and conditions of the issue of shares, stock options, option warrants and/or convertible bonds. - the Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide who will be invited to subscribe for the new shares, stock options, option warrants and/or convertible bonds issued pursuant to this authorization. When issuing new shares, stock options, option warrants and/or convertible bonds, the Board of Directors may deviate from the shareholders' pre-emptive subscription rights, provided that such deviation is justified by an important financial reason for the Company, such as strengthening the Company's capital structure, financing corporate acquisitions and/or restructurings and/or providing incentives for the employees of the Company and its subsidiaries. The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide how the subscription price for the new shares, stock options, option warrants and/or convertible bonds is determined. The Board of Directors may not deviate from the shareholders' pre-emptive subscription rights in favour 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 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. It is proposed that this authorization shall be valid until the Annual General Meeting in 2004, however, no longer than 12 months from the decision of the Annual General Meeting. 6. Proposal of the Board of Directors to grant stock options to key persons of the Outokumpu Group subject to the following terms: - the Board of Directors proposes that stock options be issued to Orijärvi Oy, a wholly owned subsidiary of Outokumpu Oyj, from where stock options shall, by the resolution of the Board of Directors, be later distributed to key persons of the Outokumpu Group. It is proposed that the shareholders pre- emptive right to subscription be deviated from since the stock options form a part of the incentive and commitment program for the key personnel. The number of stock options issued will be 5 100 000. Of the stock options 1 700 000 will be marked with the symbol 2003A, 1 700 000 will be marked with the symbol 2003B and 1 700 000 will be marked with the symbol 2003C. The stock options entitle to subscription of a maximum of 5 100 000 shares in Outokumpu Oyj. - the share subscription price shall for stock option 2003A be the trade volume weighted average quotation of the Outokumpu Oyj share on the Helsinki Exchanges between December 1, 2003 and February 29, 2004, for stock option 2003B the trade volume weighted average quotation of the Outokumpu Oyj share on the Helsinki Exchanges between December 1, 2004 and February 28, 2005 and for stock option 2003C the trade volume weighted average quotation of the Outokumpu Oyj share on the Helsinki Exchanges between December 1, 2005 and February 28, 2006. - any amount of dividend decided after the end of the period for determination of the share subscription price but before share subscription, shall be deducted from the share subscription price of stock options, as per the dividend record date. Imputation credit, as referred to in Section 4 in the Imputation Credit Act (1232/1988), shall not be taken into account. - the share subscription period shall for stock option 2003A be September 1, 2006 - March 1, 2009, for stock option 2003B September 1, 2007 - March 1, 2010 and for stock option 2003C September 1, 2008 - March 1, 2011. - as a result of the subscriptions with the 2003 stock options, the share capital of Outokumpu Oyj may be increased by a maximum of EUR 8 670 000 and the number of shares by a maximum of 5 100 000 new shares. Copies of the Financial Statements for 2002 and the proposals mentioned in items 2,3,4,5, and 6 with requisite attachments are available for review by shareholders at the head office of Outokumpu Oyj at Riihitontuntie 7, room A 223, 02200 Espoo, Finland as of March 24, 2003 until the date of the Meeting. Copies of these documents will be sent to shareholders upon request. The printed 2002 Annual Report will be sent by mail to all registered shareholders before the Annual General Meeting. Right to attend the Annual General Meeting In order to attend the Annual General Meeting, a shareholder must be registered in the shareholders' register maintained by the Finnish Central Securities Depository Ltd. (Suomen Arvopaperikeskus Oy) on Monday, March 24, 2003. Nominee registered shareholders who wish to attend the AGM should temporarily re-register the shares in their own names at the latest by Monday, March 24, 2003. Such nominee registered shareholders should contact their custodian bank or other nominee in order to arrange the temporary re-registration. Shareholders whose shares have not been entered into the book- entry securities system have the right to attend the Annual General Meeting provided such shareholders were registered in the Companys share register before February 11, 1994 or provided that the title to the shares has been confirmed to the Company. In such cases, the shareholders are obliged to provide share certificates at the Annual General Meeting, or an explanation of their whereabouts, or other explanation for the fact that title to the shares has not yet been entered into a book-entry account. Notice of intention to attend Shareholders, who wish to attend the Annual General Meeting, must notify the company by telephone +358 9 421 2813 from Monday to Friday during business hours from 8 a.m. to 4 p.m. or by fax +358 9 421 2920 or by letter addressed to Outokumpu Oyj, Share Register, P.O. Box 140, 02201 Espoo, Finland, or by e- mail agm@outokumpu.com so as to be received no later than March 28, 2003. A Shareholder can attend and vote at a General Meeting either in person or by authorising another person to attend as a proxy. The Company requests that Shareholders wishing to vote by proxy should inform the Company thereof and submit their proxies to the Company no later than Friday March 28, 2003. Dividends The Board of Directors proposes to the Annual General Meeting a dividend of EUR 0.40 per share for 2002. The dividend will be paid to the shareholders who are registered in the shareholders register maintained by the Finnish Central Securities Depository Ltd. (Suomen Arvopaperikeskus Oy) at the dividend record date on April 8, 2003. The dividend is proposed to be paid on April 15, 2003. Board of Directors A certain shareholder, who represents more than 20% of the votes that can be cast in a General Meeting, has informed Outokumpu Oyj that it will (i) propose that the number of the members of the Board of Directors be ten and that (ii) the following persons be elected for the period expiring at the close of the next following Annual General Meeting; Evert Henkes, Arto Honkaniemi, Jorma Huuhtanen, Ole Johansson, Heimo Karinen, Matti Puhakka, Juha Rantanen, Leena Saarinen, Soili Suonoja and Seppo Ukskoski. Espoo, February 17, 2003 OUTOKUMPU OYJ BOARD OF DIRECTORS OUTOKUMPU OYJ Corporate Management Johanna Sintonen Manager - Investor and Media Relations tel. +358 9 421 2438, mobile +358 40 530 0778, fax +358 9 421 2429 e-mail: johanna.sintonen@outokumpu.com www.outokumpu.com