Outokumpu : Resolutions of Outokumpu Oyj's Annual General Meeting 2010
03/30/2010| 08:25am US/Eastern
STOCK EXCHANGE RELEASE
March 30, 2010 15.20 pm EET
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 2009. The Meeting decided that a dividend of
EUR 0.35 per share be distributed for 2009. The Meeting approved the proposals
regarding authorisation 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. There was also a decision to make a donation to the Aalto
Outokumpu Oyj's Annual General Meeting of shareholders was held today on March
30, 2010, 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.
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
The Annual General Meeting decided that a dividend of EUR 0.35 per share be paid
for the financial year ended on December 31, 2009. The dividend record date is
April 6, 2010, and the dividend will be paid on April 13, 2010.
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,
Victoire de Margerie, Anna Nilsson-Ehle, Jussi Pesonen, Leena Saarinen and Anssi
Soila were re-elected as members to the Board of Directors, and Olli Vaartimo
was elected as a new member, until the close of the following Annual General
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 until the next Annual General Meeting, confirmed
by the Annual General Meeting, are as follows:
Annual fee, EUR, Meeting fee, EUR/meeting
Chairman 70 000, 600
Vice Chairman 43 000, 600
Other Board members 34 000. 600
The meeting fee for non-Finnish resident members will be EUR 1 200 per meeting.
The Annual General Meeting also resolved that 40% of the annual remuneration
will be paid as Outokumpu shares purchased from the market.
KPMG Oy Ab, Authorised 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 of the Board of Directors, elected as an expert member, 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 1, 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 29, 2010.
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 February 1, preceding the Annual General Meeting.
Making of a donation to the Aalto University Foundation
The Annual General Meeting resolved that Outokumpu Oyj donates EUR 250 000 to
the Aalto University Foundation. Other Outokumpu Group companies are separately
contemplating donations to the Aalto University Foundation. The maximum
aggregate amount of Outokumpu Group's donations to the Aalto University
Foundation in 2010 is EUR 1 000 000.
Amendment of the company's Articles of Association
The Annual General Meeting resolved to amend the Articles of Association as
- §8: The wording was changed to correspond to the terminology of the Companies
Act by replacing the references to the right to sign for the company by
references to the right to represent the company.
- §11: The invitation to the General Meeting of the shareholders shall be
delivered 21 days before the meeting at the latest, however, never later than
nine days before the record date.
Authorisation to repurchase the company's own shares
The Annual General Meeting authorised 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 approximately 9.89% of the company's total number of shares. The
own shares may be repurchased pursuant to the authorization only by using
unrestricted equity. Based on earlier authorizations Outokumpu 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
- The Board of Directors is authorised to decide how the own shares will be
- The shares can be repurchased in deviation from the proportional shareholdings
of the current
shareholders (directed repurchase).
The authorisation is valid until the next Annual General Meeting, however no
longer than May 31, 2011.
Authorisation to issue shares and grant special rights entitling to shares
The Annual General Meeting authorised 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
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
and personnel under an incentive plan.
- The maximum number of new shares to be issued through the share issue and/or
special rights entitling to shares is 18 000 000, currently representing
approximately 9.89% of the company's total number of shares, and additionally a
maximum number of treasury shares to be transferred is 18 000 000.
- The Board of Directors is authorised 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, 2011.
Minutes of the meeting
The minutes of the Annual General Meeting will be available for viewing by the
shareholders as of April 13, 2010 at Outokumpu's head office and at the
company's website www.outokumpu.com/agm .
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 7 500 people in more than
30 countries. The Group's head office is located in Espoo, Finland. Outokumpu is
listed on the NASDAQ OMX Helsinki.
ENG AGM 2010 resolutions: http://hugin.info/3010/R/1399277/354823.pdf