OUTOKUMPU’S AGM TO CONVENE ON MARCH 28, 2007

OUTOKUMPU OYJ STOCK EXCHANGE RELEASE FEBRUARY 1, 2007 AT 1.45 PM

OUTOKUMPU’S AGM TO CONVENE ON MARCH 28, 2007
       
The Board of Directors of Outokumpu Oyj has today decided to convene
an Annual General Meeting of shareholders that will be held on
Wednesday, March 28, 2007 at 13.00 am (Finnish time) in Finlandia
Hall, in Helsinki, Finland. In addition to the items as prescribed
in Article 15 in the Articles of Association, the agenda for the
meeting will include the establishing of a Shareholders’ Nomination
Committee, proposals to authorize the Board of Directors to
repurchase the Company’s own shares, to decide on issuing shares and
granting share entitlements and amendment of the Articles of
Association.
       
In addition, the meeting will be asked to decide on the
Shareholders’ Nomination Committee’s proposal on the election of the
Board of Directors and the two largest shareholders’ proposal on the
election of the Auditor.
       
Establishing of a Shareholders’ 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 Shareholders’ Nomination Committee.
       
According to the proposal the General Meeting resolves to form a
nomination committee to prepare proposals on the composition and
remuneration of the Board of Directors to the next Annual General
Meeting. The Chairman of the Board of Directors, as an expert
member, and representatives of the four largest shareholders 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 of the Company is the
largest on the first day of November preceding the Annual General
Meeting. Should a shareholder not wish to use the nomination right,
the right to nominate is transferred to the next largest
shareholder. The largest shareholders are determined based on their
registered shareholdings in the Finnish book-entry system. However,
holdings by a shareholder, who under the Finnish Securities Markets
Act has the obligation to disclose changes in shareholdings
(flagging obligation), e.g. divided into a number of funds, may be
combined provided that the owner presents a written request to that
effect to the Board of Directors of the Company no later than on
October 31, 2007. The nomination committee is 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 Annual General Meeting.
       
Authorization to repurchase the Company’s own shares
       
Proposal by the Board of Directors to the Annual General Meeting to
authorize the Board of Directors to decide to repurchase 18 000 000
of the Company’s own shares, which currently represent 9,93 % of the
Company’s issued and outstanding shares. The authorization includes
the right to directed repurchase of shares. The authorization is
valid until the next Annual General Meeting, however no later than
May 31, 2008.
       
Authorization to issue shares and granting share entitlements
       
Proposal by the Board of Directors to authorize the Board of
Directors to decide on issuing shares and granting share
entitlements. The authorization includes the right to issue new
shares and to transfer treasury shares. It further includes the
right to grant share entitlements as specified in Chapter 10,
Section 1, of the Finnish Companies Act with the exception of share
options to company management and personnel as part of incentive
programs. A maximum number of new shares to be issued under share
issue and/or by exercising share entitlements is 18 000 000,
currently representing 9,93 % of the Company’s issued and
outstanding shares and, in addition, the maximum number of treasury
shares to be transferred is 18 000 000, currently representing 9,93
% of the Company’s issued and outstanding shares. The authorization
includes the right to directed issue of shares and directed granting
of share entitlements. The authorization is valid until the next
Annual General Meeting, however no later than May 31, 2008.
Amendment of the Articles of Association
       
Proposal by the Board of Directors to amend the Articles of
Association by removing references to minimum and maximum capital
and maximum number of shares, by revising the matters to be included
on the agenda of the Annual General Meeting and by removing the
provision concerning redemption liability. Furthermore, minor
changes of technical nature are proposed to be made to the Articles
of Association.
       
Dividends
       
The Board of Directors has decided to propose to the Annual General
Meeting a dividend of EUR 1.10 per share for the year 2006. 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 2, 2007. The Board of
Directors proposes that the dividend would be paid on April 11,
2007.
       
Board of Directors and Auditor
       
The Shareholders’ Nomination Committee formed at the Annual General
Meeting in 2006, representing shareholders with a combined voting
power of 43,37 % 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 eight and that in
accordance with consents received, Evert Henkes, Jukka Härmälä, Ole
Johansson, Anna Nilsson-Ehle, Leena Saarinen and Taisto Turunen of
the current members be re-elected, and that Victoire de Margerie and
upon proposal by the personnel Leo Oksanen be elected as new
members, until the close of the following Annual General Meeting.
The Committee further proposes that Jukka Härmälä be elected as the
Chairman and Ole Johansson as the Vice Chairman of the Board of
Directors.
       
The two largest shareholders of the Company, jointly representing
39,96 % of the voting power of all shareholders, propose to the
Annual General Meeting that KPMG Oy Ab be elected as the auditor for
the company until the close of the following Annual General Meeting.
       
       
OUTOKUMPU OYJ
Corporate Management
Ingela Ulfves
Vice President - Investor Relations
tel. +358 9 421 2438, mobile +358 40 515 1531, fax +358 9 421 2125
e-mail: ingela.ulfves@outokumpu.com
www.outokumpu.com