OUTOTEC OYJ STOCK EXCHANGE RELEASE FEBRUARY 26, 2008 AT 4.00 PM
INVITATION TO THE ANNUAL GENERAL MEETING OF OUTOTEC OYJ
The shareholders of Outotec Oyj are invited to the Annual General Meeting held on Tuesday, March 18, 2008 at 1.00 pm (Finnish time) in Espoo, Dipoli Congress Center at Otakaari 24, Otaniemi. The registration of the attendees will commence at the meeting venue at 12.00 am.
The Annual General Meeting shall decide on the following matters:
1. Matters to be decided by the Annual General Meeting according to the Companies Act and Article 11 of the Articles of Association
2. Proposal by the Board of Directors to authorize the Board of Directors to resolve upon issues of shares
The Board of Directors proposes that the Annual General Meeting resolve to authorize the Board of Directors to decide on an issue of new shares and rights referred to in Chapter 10, Article 1 of the Companies Act as well as on the distribution of own shares held by the Company. The shares may be issued or distributed against payment or at no cost. This authorization does not, however, entitle the Board of Directors to issue share option rights as an incentive to the personnel. The total number of new shares to be issued and own shares held by the Company to be distributed under the authorization may not exceed 4,200,000 shares. The Board of Directors is entitled to decide on the terms of the share issue and it is entitled to deviate from the shareholders' pre-emptive subscription rights. The authorization shall be in force until the next Annual General Meeting.
3. Proposal by the Board of Directors to authorize the Board of Directors to resolve upon repurchase of own shares
The Board of Directors proposes that the Annual General Meeting resolve upon authorizing the Board of Directors to decide on the repurchase of the maximum of 4,200,000 of the Company's own shares using free equity and deviating from the shareholders' pre-emptive rights to the shares. The shares are to be repurchased in public trading at the OMX Nordic Exchange Helsinki. The authorization shall be in force until the next Annual General Meeting.
The Board of Directors proposes that the Annual General Meeting resolve to distribute 0,95 euros per share as dividend to the shares of the Company for the financial year ended on December 31, 2007. The dividend is to be paid to the shareholders who have been registered as shareholders in the Company's register of shareholders as maintained by the Finnish Central Securities Depository Ltd. on the record date, Tuesday, March 25, 2008. The Board of Directors proposes that the dividend be paid on Tuesday, April 1, 2008.
5. Composition of and Remuneration to the Board of Directors
The Board of Directors, in assuming the duties of the Nomination Committee, proposes to the Annual General Meeting that the current members of the Board of Directors Carl-Gustaf Bergström, Karri Kaitue, Hannu Linnoinen, Anssi Soila and Risto Virrankoski be re-elected as members of the Board of Directors and Risto Virrankoski be re-elected as the Chairman of the Board until the closure of the following Annual General Meeting.
The Board of Directors, in assuming the duties of the Nomination Committee, proposes to the Annual General Meeting that the members of the Board of Directors be paid the following monthly remunerations: EUR 5,000 for the Chairman of the Board of Directors and EUR 3,000 for the other members of the Board of Directors each, as well as an additional EUR 1,000 for both the Vice Chairman of the Board and the Chairman of the Audit Committee; and that the members of the Board each be paid EUR 500 for attendance at each Board and Committee meeting as well as be reimbursed for direct costs arising from Board work.
6. Election of Auditor
The Audit Committee proposes that KPMG Oy Ab be re-elected as the Company's auditor for the financial year 2008 with certified accountant Mauri Palvi as the auditor in charge.
Financial Statements and proposals by the Board of Directors
The Financial Statements and the complete proposals by the Board of Directors for the authorizations to issue shares and repurchase own shares are available at the latest as of Monday, March 10, 2008 on the Company's website at www.outotec.com as well as at the Company's head office at Riihitontuntie 7 C, Espoo. Shareholders will be provided copies of the documents upon request and the documents will also be available at the Annual General Meeting.
Right to participate in and to vote at the Annual General Meeting
Shareholders who have been recorded as shareholders in the register of shareholders as maintained by the Finnish Central Securities Depository Ltd. at the latest on Friday, March 7, 2008, and nominee-registered shareholders who have been temporarily registered in the register of shareholders on the said date, are entitled to participate in the Annual General Meeting.
Notice to Attend the Annual General Meeting
Shareholders wishing to attend the Annual General Meeting shall give a prior notice thereof to the Company
- by letter to Outotec Oyj, AGM 2008, P.O. Box 86, 02201 Espoo;
- by e-mail to email@example.com;
- by fax to +358 20 529 2201; or
- by phone to +358 20 529 2005 or +358 20 529 2031 (Monday to Friday between
9.00 am and 4.00 pm).
The notice must be received at the latest by Monday, March 10, 2008 at 4.00 pm.
Advance delivery of Proxies
Shareholders may use the right to vote at the Annual General Meeting in person or through an authorized attorney. It is requested that possible proxies for representing a shareholder be delivered to the Company by Monday, March 10, 2008 at 4.00 pm.
Espoo, February 26, 2008
Board of Directors
For more information:
Vice President - Investor Relations
tel.: +358 20 529 2003, mobile: +358 400 954141
OMX Nordic Exchange Helsinki