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Outokumpu : - Resolutions of Extraordinary General Meeting 2012

03/02/2012 | 08:42am US/Eastern

STOCK EXCHANGE RELEASE
1 March 2012 at 1.50 pm EET

Outokumpu's Extraordinary General Meeting, held today in Helsinki, approved the proposals regarding authorisations to the Board of Directors to decide on a share issue and a directed share issue.

Authorising the Board of Directors to decide on a share issue (rights offering)

The Extraordinary General Meeting authorised the Board of Directors to undertake a share issue for consideration pursuant to the shareholders' pre-emptive subscription right. The Board of Directors has the right to decide upon the offering to parties determined by the Board of Directors of any shares that may remain unsubscribed for pursuant to the shareholders' pre-emptive subscription right. A maximum number of 5 000 000 000 new shares may be issued in the share issue. The Board of Directors is authorised to determine the other terms and conditions of the share issue.

The authorisation of the Board of Directors to issue shares shall be in force until 31 December 2012 and it revokes the share issue authorisation given by the Annual General Meeting on 24 March 2011.

Outokumpu will separately announce the Board of Directors' resolution regarding the rights offering after such a resolution has been made. The record date of the rights offering will be determined based on the share issue resolution to be made by the Board of Directors and will be announced through a stock exchange release following such resolution by the Board of Directors.

Authorising the Board of Directors to decide on a directed share issue

The Extraordinary General Meeting authorised the Board of Directors to undertake a directed share issue for consideration in which ThyssenKrupp AG or its order shall be entitled to subscribe for new shares in deviation from the pre-emptive subscription right of the shareholders. The new shares can be paid by contributing assets to Outokumpu (contribution in-kind). A maximum number of 2 200 000 000 new shares may be issued in the directed share issue in such a manner that, as a result of the directed share issue, ThyssenKrupp AG or its order will hold a maximum of 29.9 per cent of the then issued and outstanding shares of Outokumpu after the completion of the directed share issue and the exercise of the above-mentioned share issue authorisation relating to the rights offering. The Board of Directors is authorised to determine the other terms and conditions of the directed share issue.

The share issue authorisation of the Board of Directors shall be in force until 31 December 2013 and it does not revoke the above-mentioned share issue authorisation relating to the rights offering.

The Board of Directors will decide on a directed share issue to ThyssenKrupp AG or its order pursuant to this authorisation after the Board of Directors has exercised the above-mentioned share issue authorisation relating to the rights offering.

Minutes of the Extraordinary General Meeting

The minutes of the Extraordinary General Meeting will be available for viewing at Outokumpu's head office and at Outokumpu's website www.outokumpu.com/EGM no later than 15 March 2012.

A video recording of the presentation held by the CEO at the Extraordinary General Meeting will be available at www.outokumpu.com/EGM during the evening 1 March 2012.    

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

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