Home News 2009 Notice to the Annual General Meeting of Outotec Oyj
Stock Exchange Release January 30, 2009 09:30:00 AM CET

Notice to the Annual General Meeting of Outotec Oyj

OUTOTEC OYJ  STOCK EXCHANGE RELEASE  JANUARY 30, 2009  AT 9.30 AM


NOTICE TO THE ANNUAL GENERAL MEETING OF OUTOTEC OYJ


Notice is given to the shareholders of Outotec Oyj to the Annual General Meeting to be held on Wednesday March 18, 2009 at 1:00 pm (Finnish time) at Finlandia Hall, Terrace Hall, Mannerheimintie 13, Helsinki. The reception of persons who have registered for the Annual General Meeting will commence at the venue at 12.00 am.


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 2008
- Review by the CEO


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 of Directors proposes that the Annual General Meeting resolve to pay 1.00 euros per share as dividend from the distributable assets of the company. The dividend will be paid to the shareholders who are registered as shareholders in the company's register of shareholders as maintained by the Finnish Central Securities Depository Ltd. on the dividend record date, Monday, March 23, 2009. The Board of Directors proposes that the dividend be paid on Monday, March 30, 2009.


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 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 remuneration: 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.


11. Resolution on the number of members of the Board of Directors


The Board of Directors, in assuming the duties of the Nomination Committee, proposes to the Annual General Meeting that the number of the members of the Board of Directors be five (5).


12. Election of members of 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, and that the Annual General Meeting resolve to re-elect Risto Virrankoski as the Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2010.


13. Resolution on the remuneration of the Auditor


The Audit Committee proposes that the Auditor's fees are paid according to the Auditor's reasonable invoice.


14. Election of Auditor


The Audit Committee proposes that the Annual General Meeting re-elect KPMG Oy Ab as the company's Auditor for the term ending at the closing of the Annual General Meeting of 2010.


15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares


The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve to repurchase a maximum of 4,200,000 own shares. The proposed amount of shares is 10 per cent of all the shares of the company. Own shares may be repurchased on the basis of this authorization only by using unrestricted equity for the purpose. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors is entitled to decide how shares are repurchased. Derivatives may be used for the repurchase. Own shares may be repurchased in a proportion other than that of the shares held by the shareholders (directed repurchase). The authorization shall be in force until the next Annual General Meeting.


16. Authorizing the Board of Directors to decide on the issuance of shares and other special rights entitling to shares


The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to resolve on the issuance of shares as well as the issuance of options and other special rights entitling to shares pursuant to Chapter 10, Article 1 of the Companies Act as follows: The number of shares to be issued on the basis of this authorization shall be at the maximum 4,200,000 shares, which is 10 per cent of all the shares of the company.  The Board of Directors is entitled to decide on the terms of issuance of shares and of special rights entitling to shares and it is entitled to deviate from the shareholders' pre-emptive subscription rights (directed issue). This authorization does not, however, entitle the Board of Directors to issue option rights as an incentive to the personnel. This authorization applies to both issuing new shares and distribution of own shares. The authorization shall be in force until the next Annual General Meeting.


17. Proposal of the Board of Directors to amend the Articles of Association


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 General Meeting shall be issued no later than 21 days prior to the General Meeting.


18. Closing of the Meeting


B. DOCUMENTS OF THE GENERAL MEETING


The proposals of the Board of Directors and its committees relating to the agenda of the Annual General Meeting and this notice are available on Outotec Oyj's website at www.outotec.com. The Annual Report of Outotec Oyj, including the company's annual accounts, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website and at the company's head office at Riihitontuntie 7 D, Espoo no later than on Wednesday, February 25, 2009. The proposals of the Board of Directors and the annual accounts are also available at the Annual General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the above-mentioned website as from Wednesday April 1, 2009.


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING


1. The right to participate and registration


Each shareholder, who is registered on the record date of the meeting, Friday March 6, 2009 in the shareholders' register of the company held by Finnish Central Securities Depository Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the company.


A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting no later than Monday March 9, 2009 by giving a prior notice of participation. Such notice can be given:


a) by regular mail to Outotec Oyj, AGM 2009, P.O. Box 86, 02201 Espoo
b) by e-mail to agm@outotec.com;
c) by telefax  to +358 20 529 2200; or
d) by telephone to +358 20 529 2929 (Monday to Friday between 7.30 am and 6.00 pm).


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. The personal data given to Outotec Oyj is used only in connection with the Annual General Meeting and with the processing of related registrations.


Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the Annual General Meeting.


2. Proxy representative and powers of attorney


A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Annual General 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. Possible proxy documents should be delivered to the company before the last date for registration.


3. Holders of nominee registered shares


A holder of nominee registered shares, who wants to participate in the Annual General Meeting, must be entered into the shareholders' register of the company on the record date of the meeting, Friday March 6, 2009 of the Annual General Meeting.


A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. Further information on these matters can also be found on the company's website www.outotec.com.


4. Other instructions and information


On the date of this notice to the Annual General Meeting, the total number of shares and the total number of votes in Outotec Oyj is 42,000,000.


Espoo, Thursday 29, January 2009


OUTOTEC OYJ


BOARD OF DIRECTORS


For more information:


OUTOTEC OYJ
Rita Uotila
Vice President - Investor Relations
Tel.: +358 20 529 2003, mobile: +358 400 954 141
e-mail: rita.uotila(at)outotec.com


DISTRIBUTION
Nasdaq OMX Helsinki
Main media
www.outotec.com