Outokumpu : - Resolutions of Extraordinary General Meeting 2012
03/02/2012| 08:42am US/Eastern
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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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