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 cash. 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.) oCarl-Gustaf Bergström oKarri Kaitue OUTOTEC OYJ For further information please contact: Mikko Puolakka, CFO Tel. +358 20529 2002 Email: email@example.com DISTRIBUTION: NASDAQ OMX Helsinki Main media www.outotec.com ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Outotec Oyj via Thomson Reuters ONE HUG#1669598
Outotec Oyj : Outotec's Nomination Board's proposal for composition and remuneration of the Board of Directors
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