Stock exchange release
Outokumpu - Notice to the Annual General Meeting 2022
Notice is given to the shareholders of
The Board of Directors of the Company has resolved to arrange the Annual General Meeting in accordance with the provisions of the temporary legislation approved by the Finnish Parliament on
There will be no presentations by the Board or the management at the meeting, nor will there be video streaming from the meeting. Before the Annual General Meeting, on the same day at
A. Agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
The Chairman of the Meeting will be
3. Election of person to scrutinize the minutes and to supervise the counting of votes
The person to scrutinize the minutes and to supervise the counting of votes will be Matti Louhija, Senior Vice President - Corporate General Counsel of the Company. In case Matti Louhija would not be able to act as the person to scrutinize the minutes and to supervise the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be deemed shareholders represented at the meeting. The list of votes will be adopted according to the information provided by
6. Presentation of the annual accounts, the review of the Board of Directors and the auditor's report for the year 2021
As participation in the Annual General Meeting is possible only in advance, the annual report which has been published on the date of this notice
7. Adoption of the annual accounts
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting adopts the annual accounts.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting a dividend of
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 2021
10. Presentation of the remuneration report and the Annual General Meeting's advisory resolution on the approval of the remuneration report
As participation in the Annual General Meeting is possible only in advance, the remuneration report of the Company, which describes the implementation of the Company's Remuneration Policy and provides information on the remuneration of the Company's governing bodies during the financial year 2021, and which has been published on the date of this notice to the Annual General Meeting
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the annual remuneration of the Board of Directors would be increased as follows:
The Shareholders' Nomination Board proposes that the meeting fees, which would be paid also for the Board Committee meetings, would be kept at the same level as during the previous term:
The Shareholders' Nomination Board comprised Antti Mäkinen, Managing Director at
12. Resolution on the number of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the Board of Directors would consist of eight (8) members.
13. Election of the members of the Board of Directors
The Shareholders' Nomination Board proposes that of the current members of the Board of Directors
All the proposed Board members have given their consents to their appointments and the members of the Board of Directors proposed to be re-elected have confirmed that they are independent of the Company and its major shareholders. The new proposed Board member, Petter Söderström, is independent of the Company but not of one of its major shareholders,
14. Resolution on the remuneration of the auditor
The Board proposes on the recommendation of the Audit Committee that the elected auditor be reimbursed in accordance with the auditor's invoice approved by the Board of Directors.
15. Election of auditor
The Board proposes on the recommendation of the Audit Committee that accounting firm
16. Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes that the Board of Directors be authorized to resolve to repurchase a maximum of 45,000,000 of Outokumpu's own shares, currently representing approximately 9.85% of Outokumpu's total number of registered shares. The own shares may be repurchased pursuant to the authorization 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 or otherwise at the price prevailing on the market.
The Board of Directors is authorized 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). Shares may also be acquired outside public trading. In connection with the acquisition of the Company's shares, derivative, share lending, or other agreements that are normal within the framework of capital markets may take place in accordance with legislative and regulatory requirements. The repurchased own shares may be held by the Company, cancelled or transferred further. The aggregate number of Outokumpu's own shares held by the Company and its subsidiaries may not, however, exceed 10% of the total number of registered shares. The authorization will be in force until the end of the next Annual General Meeting, however expiring at the latest on
17. Authorizing the Board of Directors to decide on the issuance of shares as well as other special rights entitling to shares
The Board of Directors proposes that the Board of Directors be authorized to resolve to issue a maximum of 45,000,000 shares through one or several share issues 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 Outokumpu's management and personnel under an incentive plan. 45,000,000 shares currently represent approximately 9.85% of Outokumpu'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 has 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 covers both the issuance of new shares and the transfer of own shares. The authorization is valid until the end of the next Annual General Meeting, however expiring at the latest on
18. Closing of the meeting
B. Documents of the Annual General Meeting
This notice, which includes the proposals of the Board of Directors and the Shareholders' Nomination Board is available at Outokumpu's Annual General Meeting website at www.outokumpu.com/agm2022. Also, the annual accounts, the review by the Board of Directors and the auditor's report as well as the remuneration report of the Company which have been published on the date of this notice
C. Instructions for the participants of the Annual General Meeting
In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be held without shareholders' and their proxy representatives' presence at the meeting venue. This is to secure the health and safety of the shareholders, employees and other stakeholders of the Company. Shareholders and their proxies cannot participate in the meeting through real-time telecommunications or technical means either. Shareholders and their proxies can participate in the meeting and use their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance.
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on the record date
2. Registration and advance voting
Registration for the meeting and advance voting will begin on
In connection with the registration, a shareholder is requested to give his/her name, personal identification number, email address, telephone number and the name and identification number of possible proxy representative. The personal data given to Outokumpu or
A shareholder, who has a personal Finnish book-entry account, may register and vote in advance on certain items on the agenda of the Annual General Meeting from
a. at Outokumpu's Annual General Meeting website
The Finnish personal identity code or business ID of the shareholder is needed for voting in advance and strong electronic identification with Finnish online banking credentials or mobile certificate of the shareholder or his/her representative.
b. by mail or email
A shareholder may send the advance voting form available on the Outokumpu's Annual General Meeting website on
Instructions relating to the advance voting may also be found on the Outokumpu's Annual General Meeting website before advance voting starts. Information is also available during the registration period by phone +358 50 532 5582 from Monday to Friday at
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting by proxy. The proxy representative of a shareholder is also required to vote in advance in the manner instructed in this notice.
A proxy representative is requested to produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Powers of Attorney for authorizing should be delivered primarily in connection with the electronic registration or alternatively by email to agm.outokumpu@innovatics.fi or as originals by regular mail to
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting,
Participation in the meeting also requires that the shareholder has been registered into the temporary shareholders' register held by
A holder of nominee registered shares is advised to early enough request the necessary instructions regarding the registration in the temporary shareholders' register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. A holder of nominee registered shares who wants to participate in the Annual General Meeting has to be registered into the temporary shareholders' register by the account management organization of the custodian bank latest by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee registered shares by the end of the above registration period, i.e. by
Further information on these matters can also be found on Outokumpu's Annual General Meeting website.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal on the agenda items, to be placed for a vote. Such counterproposals are required to be sent to the Company by email to agm@outokumpu.com no later than
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to matters to be considered at the Meeting. Such questions must be sent by email to agm@outokumpu.com no later than
Information on the General Meeting required by the Finnish Limited Liability Companies Act is available on the Company's website.
Changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting nor the number of votes of the shareholder.
On the date of this notice,
Link to Outokumpu's Annual General Meeting website: www.outokumpu.com/agm2022.
Board of Directors
For more information:
Investors: Linda Häkkilä, Head of Investor Relations, tel. +358 40 071 9669
Media: Päivi Allenius, VP - Communications, tel. +358 40 753 7374
Outokumpu is the global leader in stainless steel. The foundation of our business is our ability to tailor stainless steel into any form and for almost any purpose. Stainless steel is sustainable, durable and designed to last forever. Our customers use it to create civilization's basic structures and its most famous landmarks as well as products for households and various industries. Outokumpu employs some 9,000 professionals in more than 30 countries, with headquarters in
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