RESOLUTIONS OF OUTOKUMPU OYJ?S ANNUAL GE

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OUTOKUMPU OYJ    STOCK EXCHANGE RELEASE April 2, 2004 at 11.45 am

RESOLUTIONS OF OUTOKUMPU OYJ’S ANNUAL GENERAL MEETING 2004

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 2003. The
Meeting decided that a dividend of EUR 0.20 per share be
distributed for 2003. The Meeting approved the proposals of the
Board of Directors to increase the Company’s share capital, to
repurchase and to transfer the Company’s own shares.

Outokumpu Oyj’s Annual General Meeting of shareholders was held
today April 2, 2004, in Espoo, Finland. The Meeting was opened by
Mr. Heimo Karinen, Chairman of the Board of Directors, and chaired
by Mr. Martti Ikonen, attorney-at-law.

In his update Outokumpu CEO Jyrki Juusela described the ramp-up of
the Tornio stainless steel expansion and the market situation as
follows:

"Our biggest and most important project - The ramp-up of the
Tornio Works is advancing in schedule. The full capacity 1.2
million tones, on annualized basis, will be reached at the
beginning of 2005 and already today the entire production-palette
of the RAP5 products is being manufactured. The quality in both 2B
(finished cold rolled) and 2E (the new semi cold rolled product)
are very good with excellent tolerances. We are not quite yet in
the maximum reductions but everything learned so far supports the
view of RAP5's technical and operational capability meeting our
expectations to the fullest. We are just now starting to benefit
from the cost advantages throughout the Tornio Works. RAP5's
ability to feed Cold Rolling Mill 1 with thinner and higher
quality feed stock is enhancing the competitiveness of existing
finishing lines. Similarly, the steckel capacity has increased, as
the RAP5 is able to take over the previously hot rolled final
reduction work. All of this is creating lower cost base and
increased yields".

"2004 has started with a positive note and the outlook in the
market is clearer. The market conditions for stainless steel has
picked up. Demand has improved and order books look healthy.
Stainless steel base price increases have been put forth in
certain European markets for April-May and the price differences
between Asia, Europe and the US have evened out. Capacity
utilization rates are also improving gradually. For copper
products the demand in Asia has continued strong, and in the US,
demand has swung upward in a number of end-use sectors. In Europe,
only slight signs of better prospects have been seen so far.
However, price pressure for copper products has remained intense
throughout the market".

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 2003.

Dividend

The Annual General Meeting decided that a dividend of EUR 0.20 be
paid from the profits of the financial year ended on December 31,
2003. The dividend record date is April 7, 2004 and the dividend
will be paid on April 16, 2004.

The Board of Directors and auditors

The Annual General Meeting decided the number of the Board
members, including Chairman and Vice Chairman, to be nine. Mr.
Evert Henkes, Mr. Arto Honkaniemi, Mr. Jorma Huuhtanen, Mr. Ole
Johansson, Mr. Heimo Karinen, Mr. Juha Rantanen, Ms. Leena
Saarinen and Ms. Soili Suonoja were re-elected as members to the
Board of Directors, and Mr. Arto Vilppola was elected as a new
member, for the term expiring at the close of the following 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. The fees for the Auditor are paid
according to invoice.

Nomination Committee

The Annual General Meeting resolved to form a Nomination Committee
to prepare proposals on the composition and remuneration of the
Board of Directors for the next General Meeting. The Nomination
Committee will be convened by the Chairman of the Board of
Directors, who also is an expert member of the Nomination
Committee. The right to nominate representatives lies with those
four shareholders whose share of the voting power registered in
the Finnish book-entry securities system of all the shares in the
Company is the largest on the first day of December preceding the
General Meeting. The Nomination Committee will elect a chairman
from among its members. The Nomination Committee should submit its
proposals to the Board of Directors latest on the first day of
February preceding the General Meeting.

Increase of the Company’s share capital

The Annual General Meeting authorized 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 30 400 000 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.

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 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 Company’s possession may not exceed 5%
of the total 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 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.

Transfer of the Company’s own shares

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

Minutes of the Meeting

The minutes of the Annual General Meeting will be available for
viewing by the shareholders at Outokumpu’s head office as of April
16, 2004.



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

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