OUTOKUMPU?S AGM TO CONVENE ON MARCH 30, 2006

OUTOKUMPU OYJ  STOCK EXCHANGE RELEASE  FEBRUARY 2, 2006 AT 1.30 PM

OUTOKUMPU’S AGM TO CONVENE ON MARCH 30, 2006

The Board of Directors of Outokumpu Oyj has today decided to
convene an Annual General Meeting of shareholders that will be
held on Thursday, March 30, 2006 at 12.00 am (Finnish time) at the
Dipoli Congress Centre, in Espoo, Finland. In addition to the
items as prescribed in Article 15 in the Articles of Association,
the agenda for the meeting will include establishing of 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, 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 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 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, 2006. 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 increase the Company’s share capital

Proposal by the Board of Directors to the Annual General Meeting
to authorize the Board of Directors to increase the Company’s
share capital by issuing new shares 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 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 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
2007, however not longer than one year from the decision of the
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 re-purchase 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 18 000 000.
The number of own shares in the Company’s possession may not
exceed 10 % 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
2007, however not longer than one year from the decision of the
General Meeting.

Authorization to transfer 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 transfer the
Company’s own shares as follows:
   
- The maximum number of shares to be transferred is 18 000 000.
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 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
favour 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
2007, however not longer than one year from the decision of the
General Meeting.

Dividends

The Board of Directors has decided to propose to the Annual
General Meeting a dividend of EUR 0.45 per share for the year
2005. 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 4, 2006. The
Board of Directors proposes that the dividend would be paid on
April 11, 2006.
   
Board of Directors and Auditor

The Shareholders’ Nomination Committee formed at the Annual
General Meeting in 2005, 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 eight and that in
accordance with consents received, Evert Henkes, Jukka Härmälä,
Ole Johansson, Juha Lohiniva, Anna Nilsson-Ehle, Leena Saarinen
and Soili Suonoja of the current members be re-elected, and that
Taisto Turunen be elected as a new member of the Board of
Directors 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
some 49 % of the voting power of all shareholders, propose to the
Annual General Meeting that KPMG Oy Ab be elected as a new 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