Notice of Annual General Meeting - Outokumpu's ...

STOCK EXCHANGE RELEASE
February 2, 2011 at 9.20 am EET


The Board of Directors of Outokumpu Oyj has decided to convene an Annual General
Meeting of shareholders that will be held on Thursday, March 24, 2011 at 12.00
pm in Marina Congress Center, in Helsinki, Finland.

Notice to the Annual General Meeting

Notice is given to the shareholders of Outokumpu Oyj to the Annual General
Meeting to be held on Thursday, March 24, 2011 at 12.00 pm in Marina Congress
Center, address: Katajanokanlaituri 6, 00160 Helsinki, Finland.

The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 11.00 am EET.

A. Matters on the 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

3. Election of persons to scrutinize the minutes and to supervise the counting
of
votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and
the auditor's report for the year 2010

Review by the Chief Executive Officer.

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board proposes a dividend of 0.25 per share for the year 2010. The dividend
will be paid to shareholders registered in the shareholders' register held by
Euroclear Finland Oy on the dividend record date March 29, 2011. The Board
proposes that the dividend be paid on April 5, 2011.

9. Resolution on the discharge of the members of the Board of Directors and the
CEO
from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination Board formed at the Annual General Meeting in 2010 proposes that
the annual remuneration of the Board of Directors to be elected will be as
follows: EUR 80 000 for the Chairman, EUR 45 500 for the Vice Chairman and EUR
36 000 for the other members. A meeting fee will be EUR 600/meeting for each
member of the Board of Directors residing in Finland and EUR 1 200/meeting for
the Board members residing outside Finland. 40% of the annual remuneration will
be paid in the form of Outokumpu Oyj's shares and the remainder in money.

The Nomination Board formed at the Annual General Meeting in 2010 has been
composed of Managing Director Kari Järvinen, representing Solidium Oy, Director
General Liisa Hyssälä, representing the Social Insurance Institution of Finland
and CEO Harri Sailas, representing Ilmarinen Mutual Pension Insurance Company.
The Chairman of the Outokumpu Board of Directors, Ole Johansson, has served as
an expert member.

11. Election of members of the Board of Directors

The Nomination Board proposes that the number of Board members be seven and that
Evert Henkes, Ole Johansson, Anna Nilsson-Ehle, Jussi Pesonen and Olli Vaartimo
of the current members be re-elected and Elisabeth Nilsson and Siv Schalin be
elected as new members, for the following term. The Nomination Board proposes
that Ole Johansson be elected as the Chairman and Olli Vaartimo as the Vice
Chairman of the Board of Directors.

12. Resolution on the remuneration of the auditor

The Audit Committee of the Board proposes that the elected auditor be reimbursed
in accordance with the auditor's invoice.

13. Election of auditor

The Audit Committee proposes that KPMG Oy Ab be elected as the auditor for the
Company for the following term. The auditor's assignment shall also include
giving the auditor's statement on the discharge of the members of the Board of
Directors and the CEO from liability and on the proposal of the Board of
Directors for distribution of profit.

14. Authorizing the Board of Directors to decide on the repurchase of the
Company's own
shares

The Board proposes that the Board be authorized to resolve to repurchase a
maximum of 18 000 000 of the Company's own shares, currently representing
approximately 9.84% of the Company's total number of registered shares. Based on
earlier authorizations, the Company currently holds 1 040 888 own shares. The
own shares may be repurchased pursuant to the authorisation 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. The
minimum price payable for the repurchased own shares shall be the lowest quoted
price of the Company's shares in public trading during the validity of the
authorization and the maximum price the highest quoted price in public trading
during the validity of the authorization. The Board 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). The aggregate number of the Company's own shares held by the
Company and its subsidiaries may not, however, exceed 10% of the Company's total
number of registered shares. The authorization is valid until the next Annual
General Meeting, however expiring at the latest on May 31, 2012.

15. Authorizing the Board of Directors to decide on the issuance of shares as
well as other
special rights entitling to shares

The Board proposes that the Board be authorized to resolve to issue a maximum of
36 000 000 shares through one or several share issues and/or by granting of
special rights entitling to shares, as specified in Chapter 10, Section 1, of
the Finnish Companies Act, excluding option rights to the Company's management
and personnel under an incentive plan. On the basis of the authorization, a
maximum of 18 000 000 new shares may be issued, and additionally a maximum of
18 000 000 treasury shares may be transferred. 18 000 000 represents
approximately 9.84% of the Company's total number of registered shares. The
Board resolves upon 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 expiring
at the latest on May 31, 2012.

16. Proposal by a shareholder to elect a Nomination Board

Solidium Oy proposes that the Annual General Meeting resolves to form a
Nomination Board to prepare proposals on the election and remuneration of the
Board of Directors to the next Annual General Meeting. According to the
proposal, three largest shareholders or representatives of the shareholders are
elected to the Nomination Board. In addition the Chairman of the Board of
Directors is elected as an expert member to the Nomination Board. The right to
nominate shareholder representatives lies with those three shareholders who are
registered on October 1, 2011 in the shareholders' register of the Company held
by Euroclear Finland Oy and whose share of all the voting rights in the Company
is the largest. Should a shareholder not wish to use the nomination right, the
right to nominate is transferred to the next largest shareholder who would
otherwise not have a nomination right. The Nomination Board is convened by the
Chairman of the Board of Directors and the Nomination Board shall elect a
chairman from among its members. The Nomination Board shall submit its proposals
to the Board of Directors latest on February 1, preceding the Annual General
Meeting.

17. Closing of the meeting

B. Documents of the Annual General Meeting

The abovementioned proposals of the Nomination Board and a shareholder as well
as this notice, which includes the proposals of the Board and the Audit
Committee are available on Outokumpu Oyj's website at www.outokumpu.com/agm.
 The annual accounts, report of the Board of Directors and the auditor's report
of Outokumpu Oyj are available on the abovementioned website no later than March
3, 2011. The abovementioned proposals and documents are also available at the
meeting. Copies of these documents and of this notice will be sent to a
shareholder upon request. The minutes of the meeting will be available on the
abovementioned website as from April 7, 2011.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on March 14, 2011 in the shareholders'
register of the Company held by Euroclear Finland Oy, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the Company.

A shareholder registered in the Company's shareholders' register, who wants to
participate in the Annual General Meeting, shall register for the meeting no
later than March 18, 2011 at 4.00 pm by giving a prior notice of participation,
which shall be received by the company no later than on the above-mentioned
time. Such notice can be given:

a) on the Company's website: www.outokumpu.com/agm;
b) by e-mail:[e-mail];
c) by telefax: [phone];
d) by telephone: [phone] on weekdays from 12.00 p.m. to 4.00 pm or
e) by regular mail to Outokumpu Oyj, Share Register, P.O. Box 140, 02201 Espoo,
Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Outokumpu Oyj is
used only in connection with the Annual General Meeting and with the processing
of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and right of
representation.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on March 14, 2011, would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Oy. The right to participate in the general meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Oy at the
latest by March 21, 2011, by 10 am. As regards nominee registered shares this
constitutes due registration for the general meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholder's
register of the company, the issuing of proxy documents and registration for the
general meeting from his/her custodian bank. The account management organization
of the custodian bank will register a holder of nominee registered shares, who
wants to participate in the general meeting, into the temporary shareholders'
register of the company at the latest by the time stated above.

Further information on these matters can also be found on the company's website
www.outokumpu.com/agm.

3. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her rights
at the meeting
by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Annual General Meeting. When a shareholder participates 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.

Possible proxy documents should be delivered to Outokumpu Oyj, Share Register,
P.O. Box 140, 02201 Espoo, Finland by the last date for registration.

4. Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with respect
to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting, February 1, 2011, the
total number of shares in Outokumpu Oyj is 182 978 249 shares, which represents
the same number of votes.

Espoo, February 1, 2011

OUTOKUMPU OYJ

Board of Directors



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. www.outokumpu.com




ENG Solidium's proposal: 


http://hugin.info/3010/R/1484552/419793.pdf

ENG Proposal of Nomination Board: 


http://hugin.info/3010/R/1484552/419794.pdf

ENG Board of Directors CV: 


http://hugin.info/3010/R/1484552/419792.pdf

ENG Notice of Annual General Meeting 2011 02022011: 


http://hugin.info/3010/R/1484552/419791.pdf




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Source: Outokumpu Oyj via Thomson Reuters ONE

[HUG#1484552]