Outotec Oyj : Outotec's Nomination Board's proposal for composition and
remuneration of the Board of Directors
OUTOTEC OYJ STOCK EXCHANGE RELEASE JANUARY 10, 2013 at 3.30 PM
Outotec's Nomination Board's proposal for composition and remuneration of the
Board of Directors
Composition of the Board of Directors
Outotec's Nomination Board proposes to the Annual General Meeting on March 26,
2013 that the current members of the Board of Directors Eija Ailasmaa, Tapani
Järvinen, Hannu Linnoinen, Timo Ritakallio and Poju Zabludowicz be re-elected
as members of the Board for the term ending at the closure of the Annual
General Meeting of 2014. The Nomination Board also proposes that Matti
Alahuhta and Anja Korhonen to be elected as new members of the Board. The
current Chairman of the Board of Directors Carl-Gustaf Bergström and Vice
Chairman Karri Kaitue have notified that they are no longer available for
re-election at the Annual General Meeting of 2013.
Matti Alahuhta, b. 1952, D. Sc. (Tech.), D.Sc. (Tech.) h.c., is President and
CEO and Member of the Board of KONE Corporation. He was Member of the Group
Executive Board of Nokia Corporation in 1993-2004 and has altogether twenty
years experience in various leadership positions in Nokia Corporation. Matti
Alahuhta is Chairman of the Board of the Aalto University Foundation, as well
as member of the Board of UPM Kymmene Corporation. He is also Vice Chairman of
the Confederation of Finnish Industries. Matti Alahuhta received 'European
Manager of the Year 2009 Award' from the European Business Press.
Anja Korhonen, b. 1953, M. Sc. (Econ.), has extensive experience in running
finance functions and development programs in global organizations such as
Nokia and Hewlett-Packard. In her latest position until 2011 she was Senior
Vice President, Corporate Controller of Nokia Corporation.
The Nomination Board proposes that the Annual General Meeting resolves to
elect Matti Alahuhta as the Chairman of the Board of Directors for the term
ending at the closure of the Annual General Meeting of 2014.
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/agm2013.
Remuneration of the Board of Directors
Outotec's Nomination Board proposes further to the Annual General Meeting on
March 26, 2013 that the members of the Board of Directors be paid the
following annual remuneration: EUR 72,000 for the Chairman of the Board of
Directors and EUR 36,000 for the other members of the Board of Directors each,
as well as an additional EUR 12,000 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 600 for attendance at each board and committee meeting as
well as be reimbursed for direct costs arising from board work.
Of the annual remuneration, 60% would be paid in cash and 40% in the form of
Outotec Oyj shares, which would be acquired to the members from the stock
exchange, within one week upon the AGM 2013 date, in amounts corresponding to
EUR 28,800 for the Chairman, EUR 19,200 for the Vice Chairman and Chairman of
the Audit Committee each, and EUR 14,400 for each of the other members. The
part of the annual fee payable in cash corresponds to the approximate sum
necessary for the payment of the income taxes on the remunerations and would
be paid no later than 30 April 2013. The annual fees shall encompass the full
term of office of the Board of Directors. The attendance fee shall be paid in
The Annual General Meeting 2012 of Outotec Oyj decided to establish a
Nomination Board to prepare proposals for the election and remuneration of the
members of the Board of Directors to the Annual General Meeting 2013. The
Nomination Board comprises three members nominated by the largest
shareholders, and the Chairman and Vice Chairman of the Board of Directors.
The largest shareholders of the company were determined on the basis of the
shareholdings registered in the Finnish book-entry systems on October 1, 2012.
The composition of the Shareholders' Nomination Board preparing the proposal
for AGM 2013 is the following:
oKari A.J. Järvinen, Chairman (Solidium Oy)
oHarri Sailas (Ilmarinen Mutual Pension Insurance Company)
oPoju Zabludowicz (Tamares Nordic Investments B.V.)
For further information please contact:
Mikko Puolakka, CFO
Tel. +358 20529 2002
NASDAQ OMX Helsinki
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information contained therein.
Source: Outotec Oyj via Thomson Reuters ONE
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