Home News 2009 Notice to the Annual General Meeting of Outotec Oyj
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


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www.outotec.com