OUTOTEC OYJ STOCK EXCHANGE RELEASE
Notice to the annual general meeting of
Notice is given to the shareholders of
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
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 Financial Statements, the report of the Board of Directors and the Auditor’s report for the year 2019
- Review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that from the financial year ended on
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Adoption of the Remuneration Policy for governing bodies
The Board of Directors proposes to the Annual General Meeting that the Remuneration Policy for the governing bodies (including the members of the Board of Directors and the President and CEO) be adopted.
11. Resolution on the remuneration of the members of the Board of Directors
The above-mentioned annual fees shall be paid in cash within two weeks after the Completion (as defined under item 18 below), however no later than on
12. Resolution on the number of members of the Board of Directors
Outotec’s Nomination Board proposes to the Annual General Meeting that the number of the members of the Board of Directors be eight (8) (last year: eight (8)).
13. Election of members and Chairman as well as Vice Chairman of the Board of Directors
The Nomination Board proposes that the Annual General Meeting resolves to elect
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.
14. Resolution on the remuneration of the Auditor
On the recommendation of the
15. Election of Auditor
On the recommendation of the
16. 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 authorizes the Board of Directors to decide on the repurchase of an aggregate maximum of 18,312,149 of the company’s own shares. The proposed amount of shares corresponds to approximately 10 percent of all the current shares of the company. However, the company together with its subsidiaries cannot at any moment own more than 10 percent of all the shares of the company. Own shares may be repurchased on the basis of this authorization only by using unrestricted equity. Own shares can be repurchased at a price formed in trading on regulated market 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. Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase). The authorization shall be in force until the closing of the next Annual General Meeting.
17. Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows: The number of shares to be issued on the basis of this authorization shall not exceed an aggregate maximum of 18,312,149 shares, which corresponds to approximately 10 percent of all the current shares of the company. The Board of Directors is entitled to decide on all terms of the 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 applies to both the issuance of new shares and the conveyance of own shares held by the company. The authorization shall be in force until the closing of the next Annual General Meeting.
18. Conditional resolutions relating to the Board of Directors of Metso Outotec
The extraordinary general meetings of
In order to implement the Completion, the Board of Directors proposes in accordance with the Demerger Plan that the Annual General Meeting resolves conditionally on the matters set forth in items 18(a) – 18(c) below relating to the Board of Directors of Metso Outotec, as agreed in the Demerger Plan. The proposals of the Board of Directors set forth in items 18(a) – 18(c) below form an entirety that requires the adoption of all its individual items by a single decision. The proposals of the Board of Directors have been included in the Demerger Plan, and the planning of the composition and remuneration of the Board of Directors of Metso Outotec has thus deviated from the current Charter of the Outotec Nomination Board.
18(a) Conditional resolution on the remuneration of the members of the Board of Directors of Metso Outotec
In accordance with the Demerger Plan and after consultation with the Nomination Boards of
Of the annual remuneration, the Board members of Metso Outotec proposed to be conditionally elected under item 18(c) below could choose to receive either 40% or 20% in the form of Metso Outotec shares, which would be acquired for each Board member against a value corresponding to the part of his/her annual remuneration payable in shares from the stock exchange within a period of one week commencing on second trading day following the publication of the interim report for the period following the Completion. The remaining part of the annual fee would be paid in cash. The annual fees shall be paid to the Board members of Metso Outotec in proportion to the actual length of their term of office, which is proposed to commence on the Effective Date and end at the closure of the next annual general meeting following the Effective Date. The attendance fees shall be paid in cash.
For the sake of clarity, conditional upon the Completion, the resolution under this item 18(a) shall replace the resolution proposed to be made under item 11 above with respect to the amounts and basis of remuneration to be paid to the Board of Directors for the period from the Effective Date until the closure of the next annual general meeting. Any annual remuneration paid by
18(b) Conditional resolution on the number of members of the Board of Directors of Metso Outotec
In accordance with the Demerger Plan, the Board of Directors proposes to the Annual General Meeting that, conditional upon the Completion and effective as of the Effective Date, the number of the members of the Board of Directors be increased by two (2), i.e. to a total of ten (10) Board members.
18(c) Conditional election of members and Chairman as well as Vice Chairman of the Board of Directors of Metso Outotec
In accordance with the Demerger Plan, the Board of Directors proposes to the Annual General Meeting that, conditional upon the Completion, (i)
In accordance with the Demerger Plan, the Board of Directors proposes to the Annual General Meeting that, conditional upon the Completion,
All the nominees are considered independent of Metso Outotec and its major shareholders, except for
In accordance with the Demerger Plan, the term of such members of the Board of Directors of
For the sake of clarity, in case the Completion would not occur, the members of the Board of Directors elected under item 13 above shall continue to serve on the Board of Directors of
19. Conditional election of Auditor of Metso Outotec
On the recommendation of the
It is noted that the Auditor would be changed due to the Completion of the partial demerger to correspond with the needs of the combined Metso Outotec, and that several offers were considered when electing the recommended candidate.
20. Conditional amendment of the Charter of the Shareholders’ Nomination Board
In deviation from the new dates proposed above and subject to the Completion, the Nomination Board proposes that in 2020, the largest shareholders of the company would be determined as at the Effective Date or, if not a business day, on the first business day following the Effective Date, and, for the purposes of paragraph 2 of Section 2 of the proposed new Charter, the written request for aggregation of holdings should be presented on the same date at the latest.
The amended Charter of the Shareholders’ Nomination Board and information on the relevant dates for 2020, as proposed by the Nomination Board, are also available on the company’s website at www.outotec.com/agm.
21. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for the decisions on the agenda of the Annual General Meeting as well as this notice are available on Outotec’s website at www.outotec.com/agm. The Financial Statements of
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on the record date of the meeting,
Such notice can be given:
a) through Outotec’s website at the address www.outotec.com/agm;
b) by telephone to +358 20 770 6865 from Monday to Friday
c) by e-mail to agm@outotec.com;
d) by regular mail to
e) by telefax to +358 20 529 2200.
In connection with the registration, a shareholder shall notify his/her name, address, telephone number and the name of a possible assistant, authorized representative or proxy representative and the personal identification number of an authorized representative or proxy representative. The personal data given to
A shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove at the meeting place their identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders’ register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company’s website at www.outotec.com/agm.
3. 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. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered to the company before the last date for registration.
4. Other instructions and information
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.
On the date of this notice to the Annual General Meeting, the total number of shares in
The Annual General Meeting will be conducted in Finnish.
Espoo,
BOARD OF DIRECTORS
For further information please contact:
tel. +358 20 529 2017
DISTRIBUTION:
NASDAQ
Main media
www.outotec.com
Attachment
- Appendix 1 - Charter of Metso Outotec Oyjs Shareholders Nomination Board
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