STOCK EXCHANGE RELEASE
March 24, 2009 at 3.40 pm
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 2008. The Meeting
decided that a dividend of EUR 0.50 per share be distributed for
2008. The Meeting approved the proposals regarding authorization 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
Shareholders' Nomination Committee.
Outokumpu Oyj's Annual General Meeting of shareholders was held today
on March 24, 2009, 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 2008.
Dividend
The Annual General Meeting decided that a dividend of EUR 0.50 per
share be paid from the profits of the financial year ended on
December 31, 2008. The dividend record date is March 27, 2009, and
the dividend will be paid on April 3, 2009.
The Board of Directors and auditors
The Annual General Meeting decided on the number of the Board members
to be eight, including Chairman and Vice Chairman. Evert Henkes, Ole
Johansson, Jarmo Kilpelä, Victoire de Margerie, Anna Nilsson-Ehle,
Leena Saarinen and Anssi Soila were re-elected as members to the
Board of Directors, and Jussi Pesonen was elected as a new member,
until the close of the following Annual General Meeting.
The Annual General Meeting re-elected Ole Johansson as Chairman and
Anssi Soila as Vice Chairman of the Board of Directors.
The fees to the board members, confirmed by the Annual General
Meeting, are as follows:
Annual fee, EUR
Chairman 70 000
Vice Chairman 43 000
Other Board members 34 000
Meeting fee, EUR/meeting
Chairman 600
Vice Chairman 600
Other Board members 600
The meeting fee for non-Finnish members will be EUR 1 200 per
meeting.
KPMG Oy Ab, Authorized Public Accountants, was re-elected as the
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.
Shareholders' Nomination Committee
Based on the proposal by the Company's largest shareholder, Solidium
Oy, wholly-owned by the Finnish State, to form a 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 to the next Annual General Meeting.
The Chairman and one member of the Board of Directors, independent of
the major shareholders and nominated by the Board, are elected as
expert members, and representatives of the three largest shareholders
are elected to form the nomination committee. The right to nominate
shareholder representatives lies with those three shareholders whose
share of the voting power of all the shares of the Company is the
largest on November 2, 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 30,
2009.
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.
Authorization to repurchase 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:
- The maximum number of shares to be repurchased is 18 000 000,
currently representing 9.92% of the Company's registered shares. The
own shares may be repurchased pursuant to the authorization only by
using unrestricted equity. Based on earlier authorizations the
Company currently holds 1 040 888 of its own shares.
- The price payable for the shares shall be based on the price of the
Company's shares in public trading.
- The Board of Directors is authorized to decide how the own shares
will be repurchased.
- The shares can be repurchased in deviation from the proportional
shareholdings of the current shareholders (directed repurchase).
The authorization is valid until the next Annual General Meeting,
however no longer than May 31, 2010.
Authorization to issue shares and grant special rights entitling to
shares
The Annual General Meeting authorized the Board of Directors to
decide to issue shares and granting special rights entitling to
shares:
- The Board has the authorization to resolve to issue a maximum of 36
000 000 shares through share issue and/or by granting 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.
- The maximum number of new shares to be issued through the share
issue and/or by granting special rights entitling to shares is 18 000
000, currently representing 9.92% of the Company's total number of
registered shares and additionally a maximum number of treasury
shares to be transferred is 18 000 000, currently representing 9.92%
of the Company's total number of registered shares.
- The Board of Directors is authorized to decide on all other terms
and conditions of the share issue and of the issue of special rights
entitling to shares. The Board 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 authorization is valid until the next Annual General Meeting,
however no longer than May 31, 2010.
Minutes of the meeting
The minutes of the Annual General Meeting will be available for
viewing by the shareholders as of April 7, 2009 at Outokumpu's head
office and at the Company's website.
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
ingela.ulfves@outokumpu.com
www.outokumpu.com
