OUTOKUMPU?S AGM TO CONVENE ON APRIL 5, 2005

OUTOKUMPU OYJ  STOCK EXCHANGE RELEASE February 10, 2005 at 1.30 pm

OUTOKUMPU’S AGM TO CONVENE ON APRIL 5, 2005

The Board of Directors of Outokumpu Oyj has today decided to
convene an Annual General Meeting of shareholders that will be
held on Tuesday, April 5, 2005 at 1.00 pm (Finnish time) at the
Dipoli Congress Centre, in Espoo, Finland. In addition to the
items as prescribed in the Articles of Association, the agenda for
the meeting will include proposals to amend the Articles of
Association and establishing a Shareholders’ Nomination Committee,
as well as proposals to authorize the Board to increase the
Company’s share capital, and to decide on repurchase and transfer
of the Company’s own shares.

In addition to the items prescribed in Article 15 of the Company’s
Articles of Association, the meeting will be asked to decide on
the following proposals by the largest shareholder of the Company
and of the Board of Directors of the Company:


Amendment of the Articles of Association

The Company’s largest shareholder, the Finnish State, represented
by the Finnish Ministry of Trade and Industry, proposes to the
Annual General Meeting that the Articles of Association be amended
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.


Establishing of a Nomination Committee

Proposal by the Company’s largest shareholder, the Finnish State,
represented by the Finnish Ministry of Trade and Industry, to the
Annual General Meeting 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.


Authorization of the Board of Directors to increase the Company’s
share capital

The Board of Directors proposes that the Annual General Meeting
authorizes 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 30 800 000 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.


Authorization of the Board of Directors to repurchase the
Company’s own shares

The Board of Directors proposes that the Annual general Meeting
authorizes the Board of Directors to decide to repurchase 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 9 000 000. The
number of own shares in the Company’s possession may not exceed 5
% 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
2006, however not longer than one year from the decision of the
General Meeting.


Authorization of the Board of Directors to transfer the Company’s
own shares

Te Board of Directors proposes that the Annual general Meeting
authorizes the Board of Directors to decide to transfer the
Company’s 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 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
favor 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
2006, 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 [0.50] 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,
proposes 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
Company’s 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.


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


ATTACHMENT:The proposal for the amendment of the Articles of
Association




PROPOSAL FOR THE AMENDMENT OF THE ARTICLES OF ASSOCIATION

Outokumpu Oyj’s largest shareholder, the Finnish State,
represented by the Finnish Ministry of Trade and Industry,
proposes to the Annual General Meeting that the Articles of
Association of the Company be amended as follows:

Current wording (unofficial translation from Finnish)

Article 7: Board of Directors
The Board of Directors is composed of at least five and at most
twelve members. The Board of Directors shall elect a Chairman and
Vice Chairman from amongst its members. The term of office of a
Board member begins from the Annual General Meeting where he/she
was elected and ends at the close of the first Annual General
Meeting following the election.

Proposed wording (unofficial translation from Finnish)

Article 7: Board of Directors
The Board of Directors is composed of at least five and at most
twelve members. A person who has turned 68 years old cannot be
elected to the Board of Directors. The General Meeting shall elect
a Chairman and the Vice Chairman of the Board of Directors. The
term of office of a Board member begins from the Annual General
Meeting where he/she was elected and ends at the close of the
first Annual General Meeting following the election.