RESOLUTIONS OF OUTOKUMPU OYJ?S ANNUAL GENERAL MEETING 2006
Outokumpu Oyj Stock Exchange Release March 30, 2006 at 2.45 pm
RESOLUTIONS OF OUTOKUMPU OYJS ANNUAL GENERAL MEETING 2006
The Annual General Meeting of shareholders today approved the
financial statements and discharged the administrative bodies of the
Company from liability for the financial year 2005.
The Meeting decided that a dividend of EUR 0.45 per share be
distributed for 2005. 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 proposal to form a
Shareholders Nomination Committee.
Outokumpu Oyjs Annual General Meeting of shareholders was held
today March 30, 2006, in Espoo, Finland. The Meeting was opened by
Mr. Heimo Karinen, Chairman of the Board of Directors, and chaired
by Mr. Tomas Lindholm, 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 2005.
Dividend
The Annual General Meeting decided that a dividend of EUR 0.45 per
share be paid from the profits of the financial year ended on
December 31, 2005. The dividend record date is April 4, 2006, and
the dividend will be paid on April 11, 2006.
The Board of Directors and auditors
The Annual General Meeting decided on the number of the Board
members, including Chairman and Vice Chairman, to be eight. Mr.
Evert Henkes, Mr. Jukka Härmälä, Mr. Ole Johansson, Mr. Juha
Lohiniva, Ms. Anna Nilsson-Ehle, Ms. Leena Saarinen and Ms. Soili
Suonoja were re-elected as members to the Board of Directors, and
Mr. Taisto Turunen was elected as a new member, for the term
expiring at the close of the following Annual General Meeting.
The Annual General Meeting elected Mr. Jukka Härmälä as Chairman of
the Board of Directors and Mr. Ole Johansson as Vice Chairman.
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 4 500 500
Vice Chairman 3 000 500
Other Board members 2 400 500
KPMG Oy Ab, Authorized Public Accountants, was elected as the
Companys new auditor for the term ending at the close of the next
Annual General Meeting. The fees for the auditor are paid according
to invoice.
Shareholders Nomination Committee
Based on the proposal by the Companys largest shareholder, the
Finnish State, represented by the Finnish Ministry of Trade and
Industry, to form a nomination committee, the General Meeting
resolved 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 Shareholders Nomination
Committee shall submit its proposals to the Board latest on the
first day of February preceding the Annual 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 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,
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 18 000 000. The
number of own shares in the Companys possession may not exceed 10 %
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
2007, 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 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 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
2007, 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 13, 2006.
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
