RESOLUTIONS OF OUTOKUMPU OYJ?S ANNUAL GENERAL MEETING 2005
OUTOKUMPU OYJ STOCK EXCHANGE RELEASE April 5, 2005 at 15.30 pm
RESOLUTIONS OF OUTOKUMPU OYJS ANNUAL GENERAL MEETING 2005
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 2004. The
Meeting decided that a dividend of EUR 0.50 per share be
distributed for 2004. The Meeting approved the proposals of the
Board of Directors to increase the Companys share capital as
well as to repurchase and to transfer the Companys own shares.
Furthermore, the Meeting approved the amendments to the Articles
of Association as well as the proposal to establish a
shareholders nomination committee.
Outokumpu Oyjs Annual General Meeting of shareholders was held
today April 5, 2005, in Espoo, Finland. The Meeting was opened
by Mr. Heimo Karinen, Chairman of the Board of Directors, and
chaired by Mr. Arto Kukkonen, attorney-at-law.
Financial statements
The Annual General Meeting approved the parent companys and the
Groups income statements and balance sheets, and discharged the
members of the Board of Directors and the CEO from liability for
the financial year 2004.
Dividend
The Annual General Meeting decided that a dividend of EUR 0.50
be paid from the profits of the financial year ended on December
31, 2004. The dividend record date is April 8, 2005, and the
dividend will be paid on April 15, 2005.
Amendments to the Articles of Association
The Annual General Meeting decided to amend the Article 7 of the
Company's Articles of Association to the effect that 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. Amendments to the Articles of Association are effective
within a week, following the registration of the amendments with
the Finnish Trade Register.
Following the amendment, the Article 7 of the Articles of
Association reads:
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.
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.
The Board of Directors and auditors
The Annual General Meeting decided the number of the Board
members, including Chairman and Vice Chairman, to be ten. Mr.
Evert Henkes, Mr. Arto Honkaniemi, Mr. Jorma Huuhtanen, Mr. Ole
Johansson, Mr. Heimo Karinen, Ms. Leena Saarinen and Ms. Soili
Suonoja were re-elected as members to the Board of Directors,
and Mr. Jukka Härmälä, Mr Juha Lohiniva and Ms. Anna Nilsson-
Ehle were elected as a new members, for the term expiring at the
close of the following Annual General Meeting.
The Annual General Meeting elected proactively Mr. Heimo Karinen
as Chairman of the Board of Directors and Mr. Ole Johansson as
Vice Chairman. The decisions are effective once the amendment of
the Article 7 of the Articles of Association is registered with
the Finnish Trade Register.
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 4 000 500
Deputy Chairman 3 000 500
Other Board members 2 400 500
PricewaterhouseCoopers Oy, Authorized Public Accountants, was re-
appointed to Companys 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 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.
Increase of the Companys share capital
The Annual General Meeting authorized the Board of Directors to
increase the Companys 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.
Repurchase of the Companys own shares
The Annual General Meeting authorized the Board of Directors to
decide to repurchase the Companys 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 Companys possession may not
exceed 5 % of the total amount of the Companys 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.
Transfer of the Companys own shares
The Annual General Meeting authorized the Board of Directors to
decide to transfer the Companys 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 Companys 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.
Minutes of the Meeting
The minutes of the Annual General Meeting will be available for
viewing by the shareholders at Outokumpus head office as of
April 12, 2005.
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
