OUTOKUMPU TECHNOLOGY OYJ STOCK EXCHANGE RELEASE, MARCH 13, 2007, AT 09:05 AM
INVITATION TO THE ANNUAL GENERAL MEETING OF OUTOKUMPU TECHNOLOGY OYJ
The shareholders of Outokumpu Technology Oyj are invited to the Annual General Meeting held on Monday, April 2, 2007 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 14 of the Articles of Association
2. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the Annual General Meeting resolve to amend the Articles of Association in their entirety. The essential amendment proposals are as follows:
The business name of the Company referred to in Article 1 of the Articles of Association (Business name and domicile) is amended to Outotec Oyj.
The line of business referred to in Article 2 of the Articles of Association (Line of Business) is amended to cover also metals forming technology, materials technology and the production and sale of research and product development services.
Article 6 of the Articles of Association (Board of Directors) is amended to the effect that the General Meeting shall no longer elect the Vice Chairman of the Board of Directors. The Article is amended to correspond to the terminology of the new Companies Act.
In addition, the provisions on minimum and maximum capital (Article 3), amount of shares (Article 4), administrative organs (Article 5), quorum in the Board of Directors (Article 8) and the Companies Act (Article 16) are removed from the Articles of Association as well as, partially, the provisions on time and place of the meeting and advance notice, and book-keeping register and record date (Articles 13 and 15). In addition, other amendments of technical nature are made by which the Articles of Association are amended to conform to the new Companies Act effective as of September 1, 2006.
3. 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 and 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.
4. 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 Helsinki Stock Exchange. 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 0,35 euros per share as dividend to the shares of the company for the financial year ended on December 31, 2006. 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, Thursday, April 5, 2007. The Board of Directors proposes that the dividend be paid on Tuesday, April 17, 2007.
6. Composition of the Board of Directors
Shareholders representing approximately eighteen percent of the shares of the company have notified the company that they will propose that the Annual General Meeting resolve to re-elect Carl-Gustaf Bergström, Karri Kaitue, Hannu Linnoinen, Anssi Soila and Risto Virrankoski as members of the Board of Directors, and that the Annual General Meeting resolve to re-elect Risto Virrankoski as the Chairman of the Board of Directors and Karri Kaitue as the Deputy Chairman of the Board of Directors for the term ending at the end of the next Annual General Meeting. All the above-mentioned candidates have given their consent to the nomination.
7. Election of Auditor
A shareholder representing approximately ten percent of the shares of the company has notified the company that it will propose that the Annual General Meeting resolve to re-elect KPMG as the auditor of the company for the financial year 2007 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 to amend the Articles of Association and for the authorizations to issue shares and repurchase own shares are available at the latest as of Monday, March 26, 2007 on the company's website at www.outokumputechnology.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 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 23, 2007, and nominee-registered shareholders, who have been temporarily re-registered in the register of shareholders on the said date, are entitled to participate in the Annual General Meeting
Notification of participation in the Annual General Meeting
Shareholders who wish to participate in the Annual General Meeting should notify the company thereof in writing to Outokumpu Technology Oyj, AGM 2007, PO Box 86, 02201 Espoo, by e-mail to email@example.com, by telefax to +358 20 529 2201, or by phone Monday to Friday between 9:00 am and 4:00 pm to +358 20 529 2005 or +358 20 529 2031. The notification must be received by Monday, March 26, 2007 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 be delivered to the company by the end of the deadline for the notice of participation.
Espoo, March 12, 2007
Outokumpu Technology Oyj
Board of Directors
OUTOKUMPU TECHNOLOGY OYJ
Rita Uotila, Vice President - Investor Relations
tel. +358 20 529 2003, mobile +358 400 954141
Helsinki Stock Exchange