OUTOKUMPU OYJ 
Stock exchange release
Outokumpu - Notice to the Annual General Meeting 2024
Notice is given to the shareholders of
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at
Shareholders of the Company can exercise their right to vote also by voting in advance. Instructions for voting in advance can be found in this notice to the Annual General Meeting in section "C. Instructions for the participants of the Annual General Meeting".
Shareholders, who are registered in the shareholders' register of the Company held by
Before the Annual General Meeting, from
The CEO will also present the Review of the Chief Executive Officer during the Annual General Meeting.
A. Agenda of the Annual General Meeting
Information and proposals concerning the formal organizational matters in agenda items 1 to 5 are included in a separate organizational document published on the Company's website at www.outokumpu.com/en/agm2024. The document also constitutes a part of this notice. The document will be supplemented at the Annual General Meeting with such information that is not available before 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 review by the Board of Directors and the auditor's report for the year 2023
Presentation of the review by the Chief Executive Officer.
The annual accounts, the review by the Board of Directors and the auditor's report will be available on the Company's website www.outokumpu.com/en/agm2024 on week 9.
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 distributable funds of
The Board of Directors proposes to the Annual General Meeting that a dividend of, in total,
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year
10. Consideration of the remuneration report for the governing bodies
The Board of Directors proposes that the remuneration report for the governing bodies for 2023 be approved. The resolution of the Annual General Meeting on the approval of the remuneration report is advisory.
The remuneration report for the governing bodies will be available on the Company's website at www.outokumpu.com/en/agm2024 on week 9.
11. Consideration of the remuneration policy for the governing bodies
The Company's remuneration policy for the governing bodies was last presented to the Annual General Meeting in 2020. The remuneration policy must be presented to the Annual General Meeting at least every four years or every time material changes are made to the policy.
The Board of Directors proposes to the Annual General Meeting that the remuneration policy of the governing bodies be supported. The resolution of the Annual General Meeting on this matter is advisory. The proposed changes to the remuneration policy for the governing bodies are of a technical nature compared to the remuneration policy presented at the 2020 Annual General Meeting.
The remuneration policy for the governing bodies is attached to this notice and available also on the Company's website at www.outokumpu.com/en/agm2024.
12. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the annual remuneration of the Board of Directors would be increased as follows:
- the annual remuneration of the Chairman of the Board of Directors to
EUR 180,000 (2023:EUR 174,000 ), -
the annual remuneration of the Vice Chairman and the Chairman of the Audit Committee to
EUR 96,500 (2023:EUR 93,500 ) and -
the annual remuneration of the other members of the Board of Directors to
EUR 75,000 (2023:EUR 72,500 ).
40% of the annual remuneration would be paid in the Company's own shares using treasury shares or shares to be purchased from the market at a price formed in public trading and in accordance with the applicable insider regulations. If a Board member, on the date of the Annual General Meeting, owns shares of the Company that, based on the closing price of that day, represent a value exceeding the annual remuneration, he or she can opt to receive the remuneration fully in cash.
The Shareholders' Nomination Board proposes that the meeting fees, which would be paid also for the Board Committee meetings, would remain unchanged:
The Shareholders' Nomination Board comprised Reima Rytsölä, CEO of
13. Resolution on the number of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the Board of Directors would consist of eight (8) members.
For the sake of organization, if one or more of the persons proposed by the Shareholders' Nomination Board are not available for election to the Board of Directors for any reason on the date of the meeting, the number of proposed members of the Board of Directors will be reduced accordingly.
14. Election of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the current members of the Board of Directors, Heinz Jörg Fuhrmann, Kati ter Horst,
The members of the Board of Directors proposed to be re-elected are independent of the Company and its major shareholders excluding Petter Söderström, who is independent of the Company but not of one of its major shareholders,
The Nomination Board has considered the composition of the Board of Directors as to its overall structure as well as the individual members' versatile and mutually complementary professional expertise and experience. The Nomination Board therefore proposes that the Board of Directors is elected as a whole, not each Board member individually.
15. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Audit Committee, that the elected auditor be reimbursed in accordance with the respective invoice approved by the Board of Directors.
16. Election of the auditor
The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Audit Committee, that the audit firm
The Audit Committee has prepared its recommendations in accordance with the EU Audit Regulation (537/2014). The Audit Committee hereby confirms that its recommendations are free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.
17. Election of the sustainability reporting assurance provider
The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Audit Committee, that the sustainability audit firm
18. Amendment of the Articles of Association
The Board of Directors proposes amendments to Article 1 of the Company's Articles of Association currently in force concerning the name of the Company. The proposed inclusion of the English-language name of the Company in the Company's Articles of Association would support the international nature of the Company's business.
Article 1 of the Articles of Association would thus read as follows:
"The name of the Company is
Article 1 would remain otherwise unchanged.
The Board of Directors further proposes that Article 6 of the Company's Articles of Association currently in force concerning the Managing Director and Deputy Managing Director be amended to reflect the current practice of the Company so that the voluntary nature of the appointment of a Deputy Managing Director is clear.
Article 6 of the Articles of Association would thus read as follows:
"The Managing Director and possible Deputy Managing Director are appointed by the Board of Directors."
The Board of Directors further proposes that Article 10 of the Company's Articles of Association currently in force concerning the auditors be amended to reflect the current practice of the Company, so that one audit firm, whose assigned responsible auditor is an Authorized Public Accountant, be chosen as the auditor.
Article 10 of the Articles of Association would thus read as follows:
"10 § Auditor
The Company shall have one auditor which shall be an audit firm whose assigned responsible auditor is an Authorized Public Accountant.
The term of the auditor shall end at the end of the next Annual General Meeting following the election."
The Board of Directors further proposes that Article 12 of the Company's Articles of Association currently in force related to the General Meetings of the Company be amended by extending the deadline for organizing the Annual General Meeting from
The Board of Directors also proposes a new, fourth paragraph to be added as a result of the amendments to the Finnish Companies Act to allow the Board of Directors to organize General Meetings without a meeting venue whereby the shareholders have the right to exercise their decision-making power in full and in real time during the meeting by use of telecommunication connections and technical means. This amendment aims to prepare for the changing circumstances in the Company's operational environment and the society and enable the full participation of shareholders in the General Meeting also in a situation where physical presence is not possible or advisable due to, for example, health or safety reasons.
Article 12 of the Articles of Association would thus read as follows:
"The Annual General Meeting shall be held annually no later than 30 June.
In order to be eligible to participate in the General Meeting, shareholders shall register for the meeting with the company before the expiry of the registration deadline given in the invitation to the meeting. The registration deadline may be no earlier than ten days before the meeting.
The General Meeting may be held in
In addition, the Board of Directors may decide to organize the General Meeting without a meeting venue whereby the shareholders have the right to exercise their decision-making power in full and in real time during the meeting using telecommunication connection and technical means."
The Board of Directors further proposes that Article 13 of the Company's Articles of Association currently in force concerning the matters to be addressed at the Annual General Meeting be amended so that the Annual General Meeting shall decide, in accordance with the Finnish Companies Act, on the approval of the remuneration policy, if necessary, and remuneration report, and appoint the sustainability reporting assurance provider. Moreover, Article 13 is proposed to be amended to reflect the current practice of the Company, so that the Annual General Meeting shall also decide on the number of the members of the Board of Directors. The Board of Directors further proposes that a reference to presenting the report of the Board of Directors be added to subsection 1. Moreover, the technical presentation of Article 13 would be clarified, and the current numbering of the subsections would be changed due to the aforementioned amendments.
Article 13 of the Articles of Association would thus read as follows:
"The Annual General Meeting shall:
be presented with:
1. the financial statements and the report of the Board of Directors,
2. the auditor's report,
decide on:
3. the adoption of the financial statements,
4. the use of the profit shown on the balance sheet,
5. the discharge from liability to the members of the Board of Directors and the Managing Director,
6. the remuneration policy, when necessary,
7. approval of the remuneration report,
8. the remuneration of the Board of Directors and the auditor,
9. the number of the members of the Board of Directors,
elect:
10. the Chairman, the Vice Chairman and other members of the Board of Directors,
11. the auditor,
12. the sustainability reporting assurance provider, and
deal with:
13. any other matter mentioned in the invitation to the Meeting."
19. Authorizing the Board of Directors to resolve on the repurchase of the Company's own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to resolve to repurchase a maximum of 45,000,000 of Outokumpu's own shares, currently representing approximately 9.85% of Outokumpu's total number of registered shares. The own shares may be repurchased pursuant to the authorization only by using unrestricted equity. The price payable for the shares shall be based on the price paid for the Company's shares on the day of repurchase in public trading or otherwise at a price formed on the market.
The Board of Directors resolves how the own shares will be repurchased. The own shares may be repurchased in deviation from the proportional shareholdings of the shareholders (directed repurchase). Shares may also be acquired outside public trading. In executing the repurchase of the Company's shares, derivative, share lending, or other agreements that are customary within the framework of capital markets may take place in accordance with legislative and regulatory requirements. The repurchased own shares may be held by the Company, cancelled, or transferred further. The aggregate number of the Company's own shares held by Outokumpu and its subsidiaries may not, however, exceed 10% of the total number of the Company's shares. The authorization will be in force until the end of the next Annual General Meeting, however expiring at the latest on
20. Authorizing the Board of Directors to resolve on the issuance of shares as well as special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to resolve to issue a maximum of 45,000,000 shares in one or several instalments through a share issue and/or by issuing special rights entitling to shares, as specified in Chapter 10, Section 1, of the Finnish Companies Act, not however option rights to Outokumpu's management and personnel for incentive purposes. 45,000,000 shares currently represent approximately 9.85% of Outokumpu's total number of registered shares.
The Board of Directors resolves upon all other terms and conditions of the share issue and of the issue of special rights entitling to shares. The Board of Directors has the authority to resolve the issue of shares and special rights in deviation of the pre-emptive subscription right of the shareholders (directed issue). The authorization covers both the issuance of new shares and the transfer of treasury shares held by the Company. The authorization is valid until the end of the next Annual General Meeting, however expiring at the latest on
21. Amendment of the charter of the Shareholders' Nomination Board
The charter of the Shareholders' Nomination Board, adopted by the Annual General Meeting, regulates the nomination and composition, and defines the tasks and duties of the Nomination Board. The Shareholders' Nomination Board proposes the following main changes to the charter of the Nomination Board:
- the Shareholders' Nomination Board is proposed to be responsible for preparing proposals to "General Meetings" instead of only to the "Annual General Meeting";
- the largest shareholders of the Company are proposed to be determined on the basis of the ownership situation in the shareholders' register on the "first business day of August" instead of the "last trading day of August"; and
- the Shareholders' Nomination Board also proposes some technical adjustments to the charter.
The proposed amended version of the charter is available on the Company's website at www.outokumpu.com/en/agm2024 and attached to this notice.
22. Closing of the meeting
B. Documents of the Annual General Meeting
This notice, which includes the agenda of the Annual General Meeting, as well as the proposals of the Board of Directors and the Shareholders' Nomination Board, the organizational document of the Annual General Meeting, the remuneration policy for the Company's governing bodies and the proposed amended charter of the Shareholders' Nomination Board are available at Outokumpu's Annual General Meeting website at www.outokumpu.com/en/agm2024. The annual accounts of Outokumpu, the report of the Board of Directors and the auditor's report as well as the remuneration report for the Company's governing bodies will be available on the above-mentioned website on week 9. The above-mentioned documents are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website of Outokumpu as of
C. Instructions for the participants of the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the Annual General Meeting
Registration for the meeting will begin on
a. at Outokumpu's Annual General Meeting website at www.outokumpu.com/en/agm2024
Electronic registration requires a strong electronic identification of the shareholder or the shareholder's proxy representative or legal representative with a bank ID or mobile certificate.
b. by mail or email
Shareholders may send their registration to
c. by phone +358 10 281 8909 during the registration period from Monday to Friday at
In connection with the registration, requested information must be provided, such as the name, date of birth/personal identification number or business ID, address, telephone number and email address of the shareholder, and the name of a possible assistant or proxy representative or legal representative as well as the date of birth/personal identification number of the possible proxy representative or legal representative. The personal data given to Outokumpu or
Shareholders, their legal representatives or proxy representatives shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.
2. Holders of nominee registered shares
Holders of nominee registered shares have the right to participate in the Annual General Meeting by virtue of such shares, based on which they, on the record date of the Annual General Meeting,
Holders of nominee registered shares are advised to request well in advance the necessary instructions from their custodian regarding the temporary registration in the shareholders' register, the issuing of proxy authorization documents and voting instructions as well as registration for the Annual General Meeting. The account manager of the custodian shall temporarily register a holder of nominee-registered shares who wants to participate in the Annual General Meeting into the shareholders' register of the Company at the latest by the time stated above and, as needed, arrange advance voting on behalf of the holders of nominee registered shares by the end of the above registration period, i.e. by
3. Proxy representatives and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights at the meeting also by way of proxy representation. A proxy representative of a shareholder may also vote in advance in the manner instructed in this notice. If proxy representatives register electronically, they must identify themselves through strong electronic authentication in the electronic registration service, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.
Proxy representatives must present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder in the Annual General Meeting. A template proxy authorization document is available on the Company's website at www.outokumpu.com/en/agm2024.
Should a shareholder participate 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 authorization documents are requested to be delivered primarily in connection with the electronic registration as attachments or alternatively by email to agm.outokumpu@innovatics.fi or as originals by regular mail to
Shareholders who are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic "Representation at the General Meeting"). When registering for the Annual General Meeting in the general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
4. Advance voting
Shareholders whose shares are registered on their Finnish book-entry account (including equity savings account) may vote in advance on agenda items 7-21 of the Annual General Meeting during the period between
a. at Outokumpu's Annual General Meeting website at www.outokumpu.com/en/agm2024
Electronic voting in advance requires strong electronic identification of the shareholder or the shareholder's proxy representative or legal representative with a bank ID or mobile certificate.
b. by mail or email
Shareholders may send the advance voting form available on the Company's website as of
Shareholders who have voted in advance and who wish to exercise their other rights under the Finnish Companies Act, such as the right to ask questions, the right to propose resolutions, the right to demand a vote at the Annual General Meeting or to vote on any other proposals made at the meeting, must attend the Annual General Meeting at the meeting venue themselves or by way of proxy representation.
For holders of nominee-registered shares, advance voting takes place through the account manager. The account manager can vote in advance on behalf of the nominee-registered shareholders they represent in accordance with the voting instructions provided by them during the registration period set for the holders of nominee-registered shares.
A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting. Instructions regarding the advance voting and the terms related to the advance voting will also be available on the Company's website at www.outokumpu.com/en/agm2024 as of
5. Other instructions and information
The meeting language of the Annual General Meeting will be Finnish. There will be simultaneous translation into English at the meeting.
A shareholder present at the general meeting has the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act.
Information on the Annual General Meeting required by the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company's website at www.outokumpu.com/en/agm2024.
Changes in the ownership of shares after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting nor the number of votes of the shareholder at the Annual General Meeting.
Shareholders have the possibility to follow the meeting via a webcast. Following the meeting via the webcast requires registration for the Annual General Meeting through the electronic registration service or by email in accordance with the instructions in section C.1 of this notice. The video connection link and password to follow the meeting via the live webcast will be sent by email and/or text message to the email address and/or mobile phone number provided in connection with the registration on the day before the Annual General Meeting.
Following the meeting via the live webcast is only possible for shareholders who are registered in the Company's shareholders' register maintained by
On the date of this notice,
Link to Outokumpu's Annual General Meeting website: www.outokumpu.com/en/agm2024
Board of Directors
For more information:
Investors: Linda Häkkilä, Head of Investor Relations, tel. +358 40 071 9669
Media: Päivi Allenius, SVP - Communications and Brand, tel. +358 40 753 7374, or Outokumpu media desk, tel. +358 40 351 9840, e-mail: media@outokumpu.com
Outokumpu is the global leader in stainless steel. The foundation of our business is our ability to tailor stainless steel into any form and for almost any purpose. Stainless steel is sustainable, durable and designed to last forever. Our customers use it to create civilization's basic structures and its most famous landmarks as well as products for households and various industries. Outokumpu employs approximately 8,500 professionals in close to 30 countries, with headquarters in
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