OUTOTEC OYJ STOCK EXCHANGE RELEASE MARCH 22, 2011 AT 02.00 PM
Resolutions of the Outotec Oyj's Annual General Meeting
Outotec Oyj's Annual General Meeting was held today, March 22, 2011, in Espoo, Finland. The meeting was opened by the Chairman of the Board of Directors Mr. Carl-Gustaf Bergström and chaired by Mr. Tomas Lindholm, attorney-at-law.
The Annual General Meeting approved the parent company and the consolidated Financial Statements, and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2010.
The Annual General Meeting decided that a dividend of EUR 0.75 per share be paid for the financial year ended on December 31, 2010. The dividend record date is March 25, 2011, and the dividend will be paid on April 8, 2011.
The Board of Directors and auditors
The Annual General Meeting decided on the number of the Board members, including Chairman and Vice Chairman, to be seven (7). Mr. Carl-Gustaf Bergström, Mr. Karri Kaitue, Mr. Hannu Linnoinen, Mr. Anssi Soila, Ms. Eija Ailasmaa and Mr. Tapani Järvinen were re-elected as members of the Board of Directors and Mr. Timo Ritakallio was elected as new Board member for the term expiring at the end of the next Annual General Meeting.
The Annual General Meeting elected Mr. Carl-Gustaf Bergström as the Chairman of the Board of Directors.
The Annual General Meeting confirmed the remunerations to the Board members as follows: Chairman EUR 5,000 per month and other Board members EUR 3,000 per month each, Vice Chairman and Chairman of the Audit Committee in addition EUR 1,000 per month each, and each Board member EUR 500 for attendance at each Board and Committee meeting as well as reimbursement for direct costs arising from Board work.
KPMG Oy Ab, Authorized Public Accountants, was re-elected as the company's auditor, with Mauri Palvi as Auditor in charge. The fees for the auditor are paid according to reasonable invoice.
The Annual General Meeting authorized the Board of Directors to resolve upon the repurchase of the company's own shares as follows:
- The company may repurchase the maximum number of 4,578,037 shares using free equity and deviating from the shareholders' pre-emptive rights to the shares, provided that the number of own shares held by the company will not exceed ten (10) percent of all shares of the company.
- The shares are to be repurchased in public trading at the NASDAQ OMX Helsinki at the price established in the trading at the time of acquisition.
The authorization shall be in force until the next Annual General Meeting.
The Annual General Meeting authorized the Board of Directors to resolve upon issues of shares and other special rights entitling to shares as follows:
- The authorization includes the right to issue new shares, distribute own shares held by the company, and the right to issue special rights referred to in Chapter 10, Section 1 of the Companies Act. This authorization to the Board of Directors 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 4,578,037 shares.
- The Board of Directors is entitled to decide on the terms of the share issue, such as the grounds for determining the subscription price of the shares and the final subscription price as well as the approval of the subscriptions, the allocation of the issued new shares and the final amount of issued shares.
The authorizations shall be in force until the next Annual General Meeting.
The Annual General Meeting amended Section 9 of the Articles of Association so that the notice to convene the General Meeting shall be issued The Board of Directors proposes that the Annual General Meeting resolve to amend Section 9 of the company's Articles of Association so that notice to convene the Annual General Meeting shall be issued by publishing the notice in one or more daily newspapers with a wide circulation or at the company's website.
Board's assembly meeting
In its assembly meeting the Board of Directors elected Mr. Karri Kaitue as the Vice Chairman of the Board of Directors. In addition, the Board elected Ms. Eija Ailasmaa, Mr. Anssi Soila, Mr. Timo Ritakallio and Mr. Hannu Linnoinen as members of the Audit Committee. Mr. Linnoinen acts as the Chairman of the Audit Committee. Mr. Tapani Järvinen, Mr. Karri Kaitue and Mr. Carl-Gustaf Bergström will continue as members of the Human Capital Committee with Mr. Carl-Gustaf Bergström as the chairman of the Committee.
Minutes of the Meeting
The minutes of the Annual General Meeting (in Finnish) will be available for viewing by the shareholders as of April 5, 2011 at Outotec Oyj's head office and on the company's website.
Rita Uotila, Vice President - Investor Relations
tel. +358 20 529 2003, mobile +358 400 954141
NASDAQ OMX Helsinki