OUTOKUMPU?S AGM TO CONVENE ON APRIL 2, 2
OUTOKUMPU OYJ STOCK EXCHANGE RELEASE February 10, 2004 at 1.15 pm
OUTOKUMPUS AGM TO CONVENE ON APRIL 2, 2004 The Board of Directors of Outokumpu Oyj has today decided to convene an Annual General Meeting of shareholders that will be held on Friday, April 2, 2004 at 10.00 am (Finnish time) at the Sellosali, in Espoo, Finland. In addition to the items as prescribed in the Articles of Association, the agenda for the meeting will include proposals to authorize the Board to increase the Companys share capital as well as to decide on repurchase and transfer of the Companys own shares. In addition to the items prescribed in Article 15 of the Companys Articles of Association, the meeting will be asked to decide on the following proposals by the Board of Directors: Authorization of the Board of Directors to increase the Companys share capital The Board of Directors proposes that the Annual General Meeting of shareholders 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 30 400 000 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. Authorization of the Board of Directors to repurchase the Companys own shares The Board of Directors proposes that the Annual General Meeting of shareholders authorize the Board of Directors to decide to repurchase 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 8 900 000. The number of own shares in the Companys possession may not exceed 5% of the total 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 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. Authorization of the Board of Directors to transfer the Companys own shares The Board of Directors proposes that the Annual General Meeting of shareholders authorize the Board of Directors to decide to dispose the Companys 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 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 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 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 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. Dividend proposal by the Board of Directors 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 Shareholders 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. 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