OUTOTEC OYJ STOCK EXCHANGE RELEASE JANUARY 13, 2015 at 9.00 AM
Outotec's Nomination Board's proposal for composition and remuneration of the Board of Directors
Composition of the Board of Directors
Outotec's Nomination Board proposes to the Annual General Meeting on March 30, 2015 that the current members of the Board of Directors, Matti Alahuhta, Eija Ailasmaa, Anja Korhonen, Timo Ritakallio, Björn Rosengren and Poju Zabludowicz be re-elected as members of the Board for the term ending at the closure of the Annual General Meeting of 2016. The Nomination Board also proposes that Mr Ian W. Pearce and Mr Klaus Cawén to be elected as new members of the Board.
Ian W. Pearce, 57, is Director at X2 Resources in the United Kingdom. He has 30 years' experience in various leadership positions and projects in the global mining industry, for example in Xstrata Group, Falconbridge and Fluor Corporation.
Klaus Cawén, 57, is currently Executive Vice President and member of the Executive Board of KONE Corporation in Finland. He is responsible for mergers and acquisitions, strategic alliances, Russia and legal affairs and has a long career as General Counsel at KONE.
Two of the current members of the Board of Directors, Hannu Linnoinen (Board member since 2006) and Tapani Järvinen (Board member since 2010), have indicated to decline re-election after several years of service.
The Nomination Board proposes that the Annual General Meeting resolves to elect Matti Alahuhta as Chairman of the Board of Directors and resolves to elect Timo Ritakallio as Vice Chairman for the term ending at the closure of the Annual General Meeting of 2016.
All candidates have given their consent to the election. More information on the nominees is available on the company's website at www.outotec.com/agm.
Remuneration of the Board of Directors
Outotec's Nomination Board proposes further to the Annual General Meeting on March 30, 2015 that the members of the Board of Directors be paid the following annual remuneration: EUR 72,000 for Chairman of the Board of Directors and EUR 36,000 for the other members of the Board of Directors each, as well as an additional EUR 12,000 for both Vice Chairman of the Board, and Chairman of the Audit and Risk Committee; and that the members of the Board each be paid EUR 600 for attendance at each board and committee meeting as well as be reimbursed for direct costs arising from board work.
Of the annual remuneration, 60% would be paid in cash and 40% in the form of Outotec Oyj shares, which would be acquired to the members from the stock exchange, within one week upon the AGM 2015 date, in amounts corresponding to EUR 28,800 for Chairman, EUR 19,200 for Vice Chairman and Chairman of the Audit and Risk Committee each, and EUR 14,400 for each of the other members. The part of the annual fee payable in cash corresponds to the approximate sum necessary for the payment of the income taxes on the remunerations and would be paid no later than April 30, 2015. The annual fees shall encompass the full term of office of the Board of Directors. The attendance fee shall be paid in cash.
The Nomination Board comprises three members nominated by the largest shareholders, and Chairman of the Board of Directors. The largest shareholders of the company were determined on the basis of the shareholdings registered in the Finnish book-entry systems on October 1, 2014.
The composition of the Shareholders' Nomination Board preparing the proposal for AGM 2015 is the following:
- Kari A.J. Järvinen, Chairman (Solidium Oy)
- Harri Sailas (Ilmarinen Mutual Pension Insurance Company)
- Poju Zabludowicz (Tamares Nordic Investments B.V.)
- Matti Alahuhta (Chairman of The Board of Directors)
For further information please contact:
Kari A.J. Järvinen, Chairman of the Nomination Board
Tel. +358 10 830 8905
NASDAQ OMX Helsinki