RESOLUTIONS OF OUTOKUMPU OYJ?S 2003 ANNU

OUTOKUMPU OYJ   STOCK EXCHANGE RELEASE April 3, 2003 at 3.30 pm

RESOLUTIONS OF OUTOKUMPU OYJ’S 2003 ANNUAL GENERAL MEETING

The Annual General Meeting of Shareholders approved today the
financial statements and discharged the administrative bodies
of the Company from liability for the financial year 2002. The
Meeting decided that a dividend of EUR 0.40 per share be
distributed for 2002. The Meeting approved the proposals of the
Board of Directors to amend the Articles of Association of the
Company, to repurchase and transfer the Company’s own shares,
to increase the Company’s share capital and to issue stock
options to the key persons of the Outokumpu Group.

Outokumpu Oyj’s Annual General Meeting of shareholders was held
today April 3, 2003, in Espoo, Finland. The Meeting was opened
by Dr. Gerhard Wendt, Chairman of the Board of Directors, and
chaired by Mr. Martti Ikonen, attorney-at-law.

Outokumpu CEO Jyrki Juusela explained the market situation and
challenges for 2003 as follows:

"The development of the market situation in stainless steel is
very important for us. Although underlying consumption growth
for cold rolled stainless steel is estimated to be at least 5%
per annum, the demand is not expected to significantly pick up
in the first half of the year. The order backlog is still
normal and there has not been major changes in prices during
the beginning of the year. However, it is extremely difficult
to estimate how the market situation will develop. In line with
our previous estimate the market situation is likely to remain
difficult for copper products, zinc and technology sales".

"The war in Iraq has not directly affected our business.
However, the war has naturally reflected to the sentiment in
the market. Uncertainty tends to create more uncertainty. The
key issue is therefore how long the war will last. This makes
it even harder to estimate the timing of the economic recovery.
The summer might once again be the turning point. The
continuing uncertainty in the world and the difficult market
situation make it challenging for us to bring the debt-to-
equity ratio back to the target level – below 75% – in the
planned time frame, by the end of 2004".

"The greatest challenge in our business is the successful
commissioning of the new stainless steel capacity in Tornio and
the optimization of our entire stainless steel capacity in the
challenging market situation. The expanded production capacity
at Tornio will be in full operation according to plan by the
end of 2004. However, one needs to remember that in the
beginning the production will focus on intermediate products.
The share of the end product – cold rold stainless steel – will
increase as the commissioning proceeds. Total costs in the ramp-
up phase are already higher than before, partly due to the
higher number of personnel that now matches the expanded
capacity. The expansion will start to yield in full, however,
only in the coming years. In AvestaPolarit we intend to
increase the total deliveries clearly in 2003, however, taking
into account the development of the market situation".

"We reiterate our estimate that the operating profit for 2003
will be better than in 2002, provided that the world political
situation will not cause any disturbances in the demand, prices
or margins for metals."

Financial statements
The Annual General Meeting approved the Company’s and the
Group’s income statements and balance sheets, and discharged
the members of the Board of Directors and CEO of the Company
from liability for the financial year 2002.


Dividend
The Annual General Meeting decided that a dividend of EUR 0.40
be paid from the profits of the financial year ended on
December 31, 2002. The dividend record date is April 8, 2003
and the dividend will be paid on April 15, 2003.


Amendments to the Articles of Association
The Annual General Meeting approved the following amendments to
the Company's Articles of Association:

- Article 3 was amended in the effect that the maximum capital of
the company was increased from EUR 600 000 000 to EUR 1 200 000
000.

- Article 5 was amended in the effect that the maximum number of
shares was increased from 400 000 000 shares to 800 000 000
shares.

- Article 7 was amended in the effect that number of members of
the Board of Directors was increased from eight to twelve
members at most.


The Board of Directors and Auditors
Mr. Arto Honkaniemi, Mr. Jorma Huuhtanen, Mr. Ole Johansson,
Mr. Heimo Karinen and Mr. Matti Puhakka were re-elected as
members to the Board of Directors, and Mr. Evert Henkes, Mr.
Juha Rantanen, Ms. Leena Saarinen, Ms. Soili Suonoja and Mr.
Seppo Ukskoski were elected as new members, for the term
expiring at the close of the next Annual General Meeting.

The fees to the members of the Board of Directors, confirmed by
the Annual General Meeting, are as follows:

                           monthly fee, EUR           meeting
fee, EUR
Chairman                   3 600                      300
Deputy Chairman       	   2 700                      300
Other Board members        2 200                      300

PricewaterhouseCoopers Oy, Authorized Public Accountants, was
re-appointed to Company’s Auditor for the term ending at the
close of the next Annual General Meeting.


Repurchase of the Company’s own shares
The Annual General Meeting authorized the Board of Directors to
decide to repurchase the Company’s 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.


Transfer of the Company’s own shares
The Annual General Meeting authorized the Board of Directors to
decide on the transfer of the Company’s 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.


Increase in the Company’s share capital
The Annual General Meeting cancelled the authorization to
increase the Company’s share capital given on April 8, 2002 and
authorized the Board of Directors to increase the Company’s
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 ac-count
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 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 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 shall be valid until the Annual
General Meeting in 2004, however, no longer than 12 months from
the decision of the Annual General Meeting.


Issuing of stock options
The Annual General Meeting approved the issuance of stock
options based on the terms and conditions defined below and
attached hereto
(APPENDIX 1):

- The stock options shall be issued to Orijärvi Oy, a wholly
owned subsidiary of Outokumpu Oyj. Stock options shall, by the
resolution of the Board of Directors of Outokumpu Oyj, be
later distributed to the key persons of the Outokumpu Group
and its subsidiaries, from Orijärvi Oy on the terms and
conditions attached hereto.

- When preparing their proposal the Board of Directors has found
it important that the Outokumpu Group moves toward share based
incentives that are based on result requirements and relative
performance. This way the key personnel are compensated for
actual performance. The Board of Directors does not believe
that a stock option plan, which is based on comparison to an
index and which has earlier been in use in the company, as such
fits Outokumpu Group any more. The Board of Directors proposes
that the stock options shall be priced and distributed on an
annual basis for a three (3) year period in order to take into
account the result requirements and relative performance.

- When deciding on the total and individual numbers of stock
options to be annually distributed to key personnel the Board
of Directors shall assess the company’s earnings development
and success for example by comparing the development of
earnings per share (EPS) to other companies’ development of
earnings per share (EPS). In addition, the numbers of stock
options to be distributed to the senior management in 2004
shall be based on the development of the company’s indebtedness
level.

- The stock options shall, with deviation from the shareholders’
pre-emptive right to subscription, be gratuitously offered to
Orijärvi Oy, a wholly owned subsidiary of Outokumpu Oyj. Stock
options shall, by the resolution of the Board of Directors of
Outokumpu Oyj, be later distributed to the key persons of the
Outokumpu Group, from Orijärvi Oy. It is proposed that the
shareholders’ pre-emptive right to subscription be deviated
from since the stock options are intended to form a part of
the incentive and commitment program for the key personnel.
The purpose of the stock options is to encourage the key
personnel to work on a long-term basis to increase the
shareholder value. The purpose of the stock options is also
to commit the key personnel to the Company.

- The total number of stock options to be issued shall be 5 100
000. The stock options shall be marked with symbols 2003A,
2003B and 2003C stock options, and be gratuitously distributed
to the key personnel employed by or to be recruited by the
Outokumpu Group, by the resolution of the Board of Directors in
2004, 2005 and 2006. Upon issue all stock options 2003A, 2003B
and 2003C shall be granted to Orijärvi Oy, a wholly owned
subsidiary of 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. The
share subscription prices thus include a premium, consisting of
the market expectation for the share price yield during the
next 1-3 years.

- 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
from September 1, 2006 to March 1, 2009, for stock option 2003B
from September 1, 2007 to March 1, 2010 and for stock option
2003C from September1, 2008 to March 1, 2011. As a result of
the share 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.

- A proportion of the persons entitled to share subscription by
virtue of the stock options belong to the inner circle of the
Company, as referred to in Chapter 1 Section 4 Subsection 1 of
the Finnish Companies Act. The total share ownership of these
persons does not exceed 0.1% of the Company’s shares and the
voting rights of the shares at the moment.

- The stock options now issued can be exchanged for shares
constituting a maximum of 2.9% of the Company’s shares and
voting rights after the potential share capital increase.

A share ownership plan, in which the senior management is
obliged to acquire the Company’s shares with a proportion of
the income gained from the stock options, shall be incorporated
to the stock option arrangement. The manner in which the share
ownership plan will be executed, shall be decided by the Board
of Directors in connection with the decision to distribute
stock options.


Minutes of the Meeting
The minutes of the Annual General Meeting will be available for
viewing by the shareholders at the Company’s head office as of
April 17, 2003.


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


APPENDIX 1
OUTOKUMPU OYJ 2003 STOCK OPTION TERMS AND CONDITIONS

I STOCK OPTION TERMS AND CONDITIONS

1. Number of stock options

The number of stock options issued will be 5 100 000 which
entitle to subscribe for a total of 5 100 000 shares in
Outokumpu Oyj.

2. Stock options

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 persons to whom
stock options will be issued will be notified in writing by the
Company about the offer of stock options. Stock option
certificates shall, upon request, be delivered to the stock
option owner at the start of the relevant share subscription
period unless the stock options have been transferred to the
book-entry securities system.

3. Right to stock options

The stock options shall, with deviation from the shareholders’
pre-emptive right to subscription, be gratuitously granted to
Orijärvi Oy (Orijärvi), a wholly owned subsidiary of
Outokumpu). Stock options shall later be distributed to the key
persons of the Outokumpu Group, from Orijärvi Oy, by the
resolution of the Board of Directors of Outokumpu Oyj. It is
proposed that the shareholders’ pre-emptive right to subscription
be deviated from since the stock options are intended to form part
of the Outokumpu Group’s incentive and commitment program for
the key persons.

4. Distribution of stock options

The Board of Directors shall later on decide upon the further
distribution of the stock options granted to Orijärvi, to the
key persons employed by or to be recruited by the Outokumpu
Group.

Upon issue all stock options 2003A, 2003B and 2003C shall be
granted to Orijärvi. Orijärvi may distribute stock options
2003A, 2003B and 2003C to the key persons employed by or to be
recruited by the Outokumpu Group by the resolution of the Board
of Directors.

5. Transfer of stock options and obligation to offer stock
options

The stock options are freely transferable, when the relevant
share subscription period has begun. The Company shall hold the
stock options on behalf of the stock option owner until the
beginning of the share subscription period. The stock option
owner has the right to acquire the possession of the stock
options when the relevant share subscription period begins.
Should the stock option owner transfer his/her stock options,
such person is obliged to inform the Company about the transfer
in writing without delay. The Board of Directors may, as an
exception to the above, permit the transfer of a stock option
also before such date.

Should a stock option owner cease to be employed by or in the
service of the Outokumpu Group, for any other reason than the
death of the employee, or the statutory retirement of the
employee in compliance with the employment contract, or the
retirement of the employee otherwise determined by the Company,
before September 1, 2008, such person shall without delay offer
to the Company or its order, free of charge, the stock options
for which the share subscription period in accordance with
Section II.2 had not begun at the last day of such person’s
employment or service.

Regardless of whether the stock option owner has offered
his/her stock options to the Company or not, the Company is
entitled to inform the stock option owner in writing that the
stock option owner has lost his/her stock options on the basis
of the above-mentioned reasons. Should the stock options be
transferred to the book-entry securities system, the Company
has the right, whether or not the stock options have been
offered to the Company, to request and get transferred all the
stock options, for which the share subscription period had not
begun, from the stock option owner’s book-entry account to the
book-entry account appointed by the Company without the consent
of the stock option owner. In addition, the Company is entitled
to register transfer restrictions and other respective
restrictions concerning the stock options to the stock option
owner’s book-entry account without the consent of the stock
option owner.

II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to subscribe new shares

Each stock option entitles its owner to subscribe for one (1)
share in Outokumpu Oyj. The account equivalent value of each
share is EUR 1.70. As a result of the subscriptions the share
capital of Outokumpu Oyj may be increased by a maximum of EUR 8
670 000 and the number of shares by a maxi-mum of 5 100 000 new
shares.

Orijärvi, as a subsidiary of Outokumpu, shall not be entitled
to subscribe shares in Outokumpu Oyj on the basis of the stock
options.


2. Share subscription and payment

The share subscription period shall be:
- For stock option 2003A   from September 1, 2006 to March 1,
2009,
- For stock option 2003B   from September 1, 2007 to March 1,
2010 and;
- For stock option 2003C   form September 1, 2008 to March 1,
2011.

The share subscription shall take place at the head office of
Outokumpu or possibly at another location to be determined
later. The subscriber shall transfer the respective stock
option certificates with which he/she subscribes shares to the
Company, or in case the stock options have been transferred to
the book-entry securities system, the stock options with which
shares have been subscribed shall be deleted from the
subscriber’s book-entry account. Payment for shares subscribed
shall be effected upon subscription to the bank account
appointed by the Company. The Company shall decide on all
measures concerning the share subscription.

3. Share subscription price

The share subscription price shall be:
- For stock option 2003A 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 theOutokumpu 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 price shall nevertheless always
amount to at least the account equivalent value of the share.

4. Registration of shares

Shares subscribed for and fully paid shall be registered in the
book-entry account of the subscriber.

5. Shareholder rights

Dividend rights of the shares and other shareholder rights
shall commence when the increase of the share capital has been
entered into the Finnish Trade Register.

6. Share issues, convertible bonds and stock options before
share subscription

Should the Company, before the share subscription, increase its
share capital through an issue of new shares, or issue of new
convertible bonds or stock options, so that the shareholders
have pre-emptive right to subscription, a stock option owner
shall have the same right as or an equal right to that of a
shareholder. Equality is reached in the manner determined by
the Board of Directors by adjusting the number of shares
available for subscription, the share subscription price or
both of these.

Should the Company, before the share subscription, increase its
share capital by way of a bonus issue, the subscription ratio
shall be amended so that the ratio to the share capital of
shares to be subscribed by virtue of stock options remains
unchanged. If the number of shares that can be subscribed for
by virtue of one stock option should be a fraction, the
fractional part shall be taken into account by reducing the
subscription price.

7. Rights in certain cases

If the Company reduces its share capital before the share
subscription, the subscription right accorded by the terms and
conditions of the stock options shall be adjusted accordingly
as specified in the resolution to reduce the share capital.

If the Company is placed in liquidation before the share
subscription, the stock option owner shall be given an
opportunity to exercise his subscription right before the
liquidation begins within a period of time determined by the
Board of Directors.

If the Company resolves to merge in another company as the
company being acquired or in a company to be formed in a
combination merger or if the Company resolves to be divided,
the stock option owner shall, before the merger or division, be
given the right to subscribe for the shares with his stock
options within a period of time determined by the Board of
Directors. After such date no subscription right shall exist.
In the above situations the stock option owner has no right to
require that the Company redeems the stock options from him/her
for market value.

If the Company, after the beginning of the share subscription
period, resolves to acquire its own shares by an offer made to
all shareholders, the stock option owners shall be made an
equivalent offer. In other cases acquisition of the Company’s
own shares does not require the Company to take any action in
relation to the stock options.

In case, before the end of the subscription period, a
situation, as referred to in Chapter 14 Section 19 of the
Finnish Companies Act, in which a shareholder possesses over
90% of the shares of the Company and therefore has the right
and obligation to redeem the shares of the remaining
Shareholders, or a situation, as referred to in Chapter 6
Section 6 of the Finnish Securities Market Act, or a situation,
as referred to in Section 16 in the Articles of Association,
arise, the stock option owners shall be entitled to use their
right of subscription by virtue of the stock option within a
period of time determined by the Board of Directors.

If the number of the Company’s shares is changed while the
share capital remains unchanged, the share subscription terms
and conditions of the stock options shall be amended so that
the relative proportion of shares available for subscription
with the stock options to the total number of the Company’s
shares, as well as the share subscription price total, remain
the same.

Converting the Company from a public company into a private
company shall not affect the terms and conditions of the stock
options.

III OTHER MATTERS

The laws of Finland shall be applied to these terms and
conditions. Disputes arising in relation to the stock options
shall be settled by arbitration in accordance with the
Arbitration Rules of the Central Chamber of Commerce.

The Board of Directors may decide on the transfer of the stock
options to the book-entry securities sys-tem at a later date
and on the resulting technical amendments to these terms and
conditions, including those amendments and specifications to
the terms and conditions, which are not considered essential.
The Board of Directors shall decide on other matters related to
the stock options. The stock option documentation is kept
available for inspection at the head office of Outokumpu.

The Company is entitled to withdraw the stock options, which
have not been transferred, or with which shares have not been
subscribed, free of charge, if the stock option owner acts
against these terms and conditions, or against regulations
given by the Company on the basis of these terms and
conditions, or against applicable law, or against regulations
by authorities.

These terms and conditions have been prepared in Finnish and
English. In case of any discrepancy between the Finnish and
English language terms and conditions, the Finnish terms and
conditions are decisive.