Resolutions of Outokumpu Oyj's Annual General Meeting 2011
STOCK EXCHANGE RELEASE 24 March 2011 at 2.30 pm EET
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 2010. The Meeting decided that a dividend of EUR 0.25 per share be distributed for 2010. The Meeting approved the proposals regarding authorisation to the Board of Directors to repurchase the company's own shares, to decide to issue shares and to grant special rights entitling to shares. Furthermore, the Meeting approved the proposal to form a Nomination Board. Outokumpu Oyj's Annual General Meeting of shareholders was held today on 24 March 2011, in Helsinki, Finland. The Meeting was opened by the Chairman of the Board of Directors Ole Johansson, and chaired by Tomas Lindholm, attorney-at- law. Financial statements The Annual General Meeting approved the parent company's and the Group's financial statements and discharged the members of the Board of Directors and CEO from liability for the financial year 2010. Dividend The Annual General Meeting decided that a dividend of EUR 0.25 per share be paid for the financial year ended on 31 December 2010. The record date is 29 March 2011, and the dividend will be paid on 5 April 2011. The Board of Directors The Annual General Meeting decided that the number of Board members be seven, including Chairman and Vice Chairman, as proposed by the Nomination Board formed by the Annual General Meeting 2010. Evert Henkes, Ole Johansson, Anna Nilsson- Ehle, Jussi Pesonen and Olli Vaartimo were re-elected as members of the Board of Directors, and Elisabeth Nilsson and Siv Schalin were elected as new members, until the close of the following Annual General Meeting. The Annual General Meeting re-elected Ole Johansson as Chairman and elected Olli Vaartimo as Vice Chairman of the Board of Directors. As proposed by the Nomination Board formed by the Annual General Meeting 2010, the annual remuneration of the Board of Directors was confirmed until the next Annual General Meeting as follows: Annual remuneration, EURMeeting fee, EUR/meeting Chairman, 80 000, 600 Vice Chairman, 45 500, 600 Other Board members, 36 000, 600 The meeting fee will be 1 200 EUR/meeting for the Board members residing outside Finland. The Annual General Meeting also decided that 40% of the annual remuneration will be paid in the form of Outokumpu Oyj's shares and the remainder in money. Shares are to be purchased within two weeks after the release of Outokumpu's first quarter 2011 interim report. Auditor The Annual General Meeting re-elected KPMG Oy Ab, Authorised Public Accountants, as the company's auditor for the following term ending at the close of the next Annual General Meeting. The elected auditor will be reimbursed in accordance with the auditor's invoice. Nomination Board Based on the proposal by the company's largest shareholder, Solidium Oy, wholly- owned by the Finnish state, to form a Nomination Board, the Annual General Meeting resolved to form a Nomination Board to prepare proposals on the election and remuneration of the Board of Directors to the next Annual General Meeting. Three largest shareholders or representatives of the shareholders are elected to the Nomination Board. In addition, the Chairman of the Board of Directors is elected as an expert member to the Nomination Board. The right to nominate shareholder representatives lies with those three shareholders who are registered on 1 October 2011 in the shareholders' register of the company held by Euroclear Finland Oy and whose share of all the voting rights in the company is the largest. Should a shareholder not wish to use the nomination right, the right to nominate is transferred to the next largest shareholder who would otherwise not have a nomination right. The Nomination Board is convened by the Chairman of the Board of Directors, and the Nomination Board shall elect a chairman from among its members. The Nomination Board shall submit its proposals to the Board of Directors latest on 1 February, preceding the Annual General Meeting. Authorisation to repurchase the company's own shares The Annual General Meeting authorised the Board of Directors to resolve to repurchase a maximum of 18 000 000 of the company's own shares, currently representing approximately 9.84% of the company's total number of registered shares. Based on earlier authorisations, Outokumpu currently holds 1 040 888 own shares. The own shares may be repurchased pursuant to the authorisation only by using unrestricted equity. The price payable for the shares shall be based on the price of the company's shares on the day of repurchase in public trading. The minimum price payable for the repurchased own shares shall be the lowest quoted price of the company's shares in public trading during the validity of the authorisation, and the maximum price the highest quoted price in public trading during the validity of the authorisation. The Board of Directors is authorised to decide how the own shares will be repurchased. The own shares may be repurchased in deviation from the proportional shareholdings of the shareholders (directed repurchase). The aggregate number of the company's own shares held by the company and its subsidiaries may not, however, exceed 10% of the company's total number of registered shares. The authorisation is valid until the next Annual General Meeting, however expiring at the latest on 31 May 2012. Authorisation to decide on the issuance of shares as well as other special rights entitling to shares The Annual General Meeting authorised the Board of Directors to resolve to issue a maximum of 36 000 000 shares through one or several share issues and/or by granting of special rights entitling to shares, as specified in Chapter 10, Section 1 of the Finnish Companies Act, excluding option rights to the company's management and personnel under an incentive plan. On the basis of the authorisation, a maximum of 18 000 000 new shares may be issued, and additionally a maximum of 18 000 000 treasury shares may be transferred. 18 000 000 shares represent approximately 9.84% of the company's total number of registered shares. The Board of Directors resolves upon all other terms and conditions of the share issue and of the issue of special rights entitling to shares. The Board of Directors shall have the authority to resolve upon the issue of shares and special rights in deviation of the pre-emptive subscription right of the shareholders (directed issue). The authorisation is valid until the next Annual General Meeting, however expiring at the latest on 31 May 2012. Minutes of the meeting The minutes of the Annual General Meeting will be available for viewing by the shareholders at Outokumpu Oyj's head office and at the company's website www.outokumpu.com/agm as of 7 April 2011. OUTOKUMPU OYJ Outokumpu is a global leader in stainless steel with the vision to be the undisputed number one. Customers in a wide range of industries use our stainless steel and services worldwide. Being fully recyclable, maintenance-free, as well as very strong and durable material, stainless steel is one of the key building blocks for sustainable future. Outokumpu employs some 8 000 people in more than 30 countries. The Group's head office is located in Espoo, Finland. Outokumpu is listed on the NASDAQ OMX Helsinki. www.outokumpu.com