Stock exchange release
Resolutions of Outokumpu's Annual General Meeting 2024
Outokumpu's Annual General Meeting 2024 was held today on
The Annual General Meeting approved the financial statements and discharged the Board of Directors and the CEO of the company from liability for the financial year 2023. The Annual General Meeting decided that a dividend of
Financial statements and liability
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 the CEO from liability for the financial year 2023.
Dividend
The Annual General Meeting decided that a dividend of, in total,
Remuneration report and remuneration policy
The Annual General Meeting approved the remuneration report for the governing bodies for 2023 in the advisory vote.
The remuneration policy must be presented to the Annual General Meeting at least every four years or every time material changes are made to the policy. The company's remuneration policy for the governing bodies was last presented to the Annual General Meeting in 2020. The Annual General Meeting supported the remuneration policy. The resolution of the Annual General Meeting on this matter is advisory.
The Board of Directors
According to the proposal by the Shareholders' Nomination Board, the Annual General Meeting decided that the Board of Directors consist of eight (8) members. The Annual General Meeting re-elected Heinz Jörg Fuhrmann, Kati ter Horst,
The Annual General Meeting decided in accordance with the proposal by the Shareholders' Nomination Board to increase the annual remuneration of the Chairman of the Board of Directors to
40% of the annual remuneration will be paid in the company's own shares using treasury shares or shares to be purchased from the market at a price formed in public trading and in accordance with the applicable insider regulations. If a Board member, on the date of the Annual General Meeting, owns shares of the company that, based on the closing price of that day, represent a value exceeding the annual remuneration, he or she can opt to receive the remuneration fully in cash.
According to the proposal by the Shareholders' Nomination Board, the Annual General Meeting decided that the meeting fees, which would be paid also for the Board Committee meetings, will remain unchanged:
Auditor and sustainability reporting assurance provider
The Annual General Meeting elected
Amendment of the Articles of Association
The Annual General Meeting decided to amend Article 1 of the company's Articles of Association to include the English-language name of
The Annual General Meeting decided to amend Article 6 of the company's Articles of Association concerning the Managing Director and Deputy Managing Director to reflect the current practice of the company so that the voluntary nature of the appointment of a Deputy Managing Director is clear.
The Annual General Meeting decided to amend Article 10 of the company's Articles of Association concerning the auditors be amended to reflect the current practice of the company, so that one audit firm, whose assigned responsible auditor is an Authorized Public Accountant, be chosen as the auditor.
The Annual General Meeting decided to amend Article 12 of the company's Articles of Association related to the General Meetings to extend the deadline for organizing the Annual General Meeting from
The Annual General Meeting decided to amend Article 13 of the company's Articles of Association concerning the matters to be addressed at the Annual General Meeting so that the Annual General Meeting shall decide, in accordance with the Finnish Limited Liability Companies Act, on the approval of the remuneration policy, if necessary, and remuneration report, and appoint the sustainability reporting assurance provider. Moreover, Article 13 was amended so that the Annual General Meeting shall also decide on the number of the members of the Board of Directors. Moreover, the Annual General Meeting decided to add a reference to presenting the report of the Board of Directors to subsection 1 as well as clarify the technical presentation of Article 13 and change the current numbering of the subsections due to the aforementioned amendments.
Authorization to resolve on the repurchase of the company's own shares
The Annual General Meeting authorized the Board of Directors 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 paid for the company's shares on the day of repurchase in public trading or otherwise at a price formed on the market.
Based on the authorization, the Board of Directors resolves 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 executing the repurchase of the company's shares, derivative, share lending, or other agreements that are customary 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 the company's own shares held by Outokumpu and its subsidiaries may not, however, exceed 10% of the total number of the company's shares. The authorization will be in force until the end of the next Annual General Meeting, however expiring at the latest on
Authorization to resolve on the issuance of shares as well as special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to resolve to issue a maximum of 45,000,000 shares in one or several instalments through a share issue and/or by issuing special rights entitling to shares, as specified in Chapter 10, Section 1, of the Finnish Limited Liability Companies Act, not however option rights to Outokumpu's management and personnel for incentive purposes. 45,000,000 shares currently represent approximately 9.85% of Outokumpu's total number of registered shares.
Based on the authorization, 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 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 treasury shares held by the company. The authorization is valid until the end of the next Annual General Meeting, however expiring at the latest on
Amendment of the charter of the Shareholders' Nomination Board
The charter of the Shareholders' Nomination Board, adopted by the Annual General Meeting, regulates the nomination and composition, and defines the tasks and duties of the Nomination Board. In accordance with the proposal by the Shareholders' Nomination Board, the Annual General Meeting decided that the Shareholders' Nomination Board will be responsible for preparing proposals to "General Meetings" instead of only to the "Annual General Meeting", and that the largest shareholders of the company will be determined on the basis of the ownership situation in the shareholders' register on the "first business day of August" instead of the "last trading day of August", as well as on some technical adjustments to the charter. The amended version of the charter is available on the company's website at www.outokumpu.com/en/agm2024.
Minutes of the meeting
The minutes of the Annual General Meeting will be available at www.outokumpu.com/en/agm2024 as of
For more information:
Investors: Linda Häkkilä, Head of Investor Relations, tel. +358 40 071 9669
Media: Päivi Allenius, SVP - Communications and Brand, tel. +358 40 753 7374, or Outokumpu media desk, tel. +358 40 351 9840, e-mail: media@outokumpu.com
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 approximately 8,500 professionals in close to 30 countries, with headquarters in
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