STOCK EXCHANGE RELEASE
January 31, 2008 at 1.15 p.m.
The Board of Directors of Outokumpu Oyj has today decided to convene
an Annual General Meeting of shareholders that will be held on
Thursday, March 27, 2008 at 13.00 am (Finnish time) in Marina
Congress Center, in Helsinki, Finland. In addition to the items as
prescribed in Article 13 in the Articles of Association, the agenda
for the meeting will include the proposal for establishing of a
Shareholders' Nomination Committee, proposals to authorize the Board
of Directors to repurchase the Company's own shares and to decide on
issuing shares and granting special rights entitling to shares.
In addition, the meeting will be asked to decide on the Shareholders'
Nomination Committee's proposal on the election of the Board of
Directors and the two largest shareholders' proposal on the election
of the Auditor.
Establishing of a Shareholders' Nomination Committee
Proposal by the Company's largest shareholder, the Finnish State,
represented by the Prime Ministers' Office Ownership Steering
Department, to the Annual General Meeting to form a Shareholders'
Nomination Committee.
According to the proposal the General Meeting resolves 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
third 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, 2008. 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
Nomination Committee shall submit its proposals to the Board of
Directors latest on the second day of February preceding the Annual
General Meeting.
Authorization to repurchase the Company's own shares
Proposal by the Board of Directors to the Annual General Meeting to
authorize the Board of Directors to decide to repurchase 18 000 000
of the Company's own shares, which currently represent 9,93 % of the
Company's issued and outstanding shares. The authorization includes
the right to directed repurchase of shares. Based on earlier
authorizations the Company currently holds 1 218 603 of its own
shares. The authorization is valid until the next Annual General
Meeting, however no later than May 31, 2009.
Authorization to issue shares and granting special rights entitling
to shares
Proposal by the Board of Directors to authorize the Board of
Directors to resolve to issue a maximum of 36 000 000 shares through
share issue 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. Through the share issue and/or by granting
special rights entitling to shares, a maximum of 18 000 000 new
shares may be issued, which currently represents approximately 9,93 %
of the Company's total number of registered shares, and additionally
a maximum of 18 000 000 treasury shares may be transferred, which
currently represents approximately 9,93 % of the Company's total
number of registered shares. The authorization includes the right to
resolve upon directed share issue. The authorization is valid until
the next Annual General Meeting, however no later than May 31, 2009.
Dividends
The Board of Directors has decided to propose to the Annual General
Meeting a dividend of EUR 1.20 per share for the year 2007. The
dividend will be paid to shareholders registered in the Shareholder's
Register maintained by the Finnish Central Securities Depository Ltd.
on the record date April 1, 2008. The Board of Directors proposes
that the dividend would be paid on April 8, 2008.
Board of Directors and Auditor
The Shareholders' Nomination Committee formed at the Annual General
Meeting in 2007, representing shareholders with a combined voting
power of 44,72 % of the voting power of all shareholders, proposes to
the Annual General Meeting that the number of members of the Board of
Directors be confirmed as being eight and that in accordance with
consents received, Evert Henkes, Ole Johansson, Viktoire de Margerie,
Anna Nilsson-Ehle, Leo Oksanen and Leena Saarinen of the current
members be re-elected and that Jarmo Kilpelä and Anssi Soila be
elected as new members, until the close of the following Annual
General Meeting. The Committee further proposes that Ole Johansson be
elected as the Chairman and Anssi Soila as the Vice Chairman of the
Board of Directors.
The two largest shareholders of the Company, jointly representing
39,77 % of the voting power of all shareholders, propose to the
Annual General Meeting that KPMG Oy Ab be elected as the auditor for
the company until the close of the following Annual General Meeting.
OUTOKUMPU OYJ
Corporate Management
Ingela Ulfves
Vice President - Investor Relations and Financial Communications
tel. +358 9 421 2438, mobile +358 40 515 1531, fax +358 9 421 2125
e-mail: ingela.ulfves@outokumpu.com
www.outokumpu.com
