Outotec Oyj : Notice to the Annual General Meeting of Outotec Oyj

      Outotec Oyj : Notice to the Annual General Meeting of Outotec Oyj

OUTOTEC OYJ  STOCK EXCHANGE RELEASE  FEBRUARY 7, 2013  AT 12.00 PM

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 Tuesday, March 26, 2013 at 11:00 a.m. (Finnish time)  at 
Finlandia Hall, Mannerheimintie 13, 00100 Helsinki, Finland. The reception  of 
persons who have registered  for the Annual General  Meeting will commence  at 
the venue at 10:00 a.m.

 

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 2012

- 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
1.20 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 
Euroclear Finland Ltd on the dividend record date, Tuesday, April 2, 2013. The
Board of Directors proposes  that the dividend be  paid on Tuesday, April  16, 
2013.

 

      9.    Resolution on authorizing the Board of Directors to decide on
donations

The Board of Directors proposes that  it be authorized to decide on  donations 
of a total of EUR 100,000 to be given to universities, institutions of  higher 
education or to other non-profit purposes. The donations can be made in one or
more installments.  The  Board  of  Directors shall  decide  on  the  donation 
beneficiaries and  the amount  of each  donation. The  authorization shall  be 
valid until December 31, 2013.

10.  Resolution on the discharge of the members of the Board of Directors  and 
the CEO from liability

11.  Resolution on the remuneration of the members of the Board of Directors

Outotec's Nomination Board  proposes to  the Annual General  Meeting 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 from the stock exchange within one
week from the AGM 2013  date, in amounts corresponding  to EUR 28,800 for  the 
Chairman, EUR 19,200 for the  Vice Chairman of the  Board and Chairman of  the 
Audit Committee each,  and EUR 14,400  for each  of the other  members of  the 
Board of Directors. 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 on 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.

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 seven (7).

13.  Election of members and Chairman of the Board of Directors

Outotec's Nomination Board proposes to the Annual General Meeting that of  the 
current members  of the  Board of  Directors Eija  Ailasmaa, Tapani  Järvinen, 
Hannu Linnoinen, Timo Ritakallio and Chaim (Poju) Zabludowicz be re-elected as
members of the Board for  a term ending at the  closing of the Annual  General 
Meeting 2014.  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  to the  Board of  Directors in  the Annual  General 
Meeting 2013.  Outotec's Nomination  Board proposes  that the  Annual  General 
Meeting resolve to elect  Matti Alahuhta and Anja  Korhonen as new members  of 
the Board, and that Matti Alahuhta be elected as the Chairman of the Board  of 
Directors, for the term  ending at the closing  of the Annual General  Meeting 
2014.  All  candidates  have  given  their  consent  to  the  election.   More 
information on the nominees is available on the company's website.

 

14.  Resolution on the remuneration of the Auditor

On the recommendation of the Audit Committee, the Board of Directors  proposes 
that the Auditor's fees be paid according to the Auditor's reasonable  invoice 
approved by the company.

15.  Election of Auditor

On the recommendation of the Audit Committee, the Board of Directors  proposes 
that the Annual  General Meeting elect  PricewaterhouseCoopers Oy,  Authorized 
Public Accountants as the company's Auditor for the term ending at the closing
of the Annual General Meeting 2014.

 

16.  Proposal of the Board of Directors to decide on free share issue (split)

The Board of  Directors proposes that  the Annual General  Meeting resolve  to 
give a  free share  issue (split)  in proportion  to the  shares held  by  the 
shareholders. Three new shares shall be issued for each existing share.  Based 
on the number of shares on the date of this notice, a total of 137,341,119 new
shares will  be  issued.  The  free  share issue  shall  be  executed  in  the 
book-entry system  and requires  no  actions from  the shareholders.  The  new 
shares shall be registered approximately on Tuesday, April 2, 2013, and  shall 
generate shareholder rights as of the  said date. No dividend decided upon  by 
the Annual General Meeting shall be paid to the new shares for the year 2012.

Each shareholder, who is  registered on the record  date on Tuesday, April  2, 
2013 in the shareholders' register of the company, will be entitled to receive
shares on the basis of the free share issue.

17.  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 4,578,037 own shares.
The proposed amount of shares corresponds  to approximately 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 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.  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 next Annual General Meeting.

If the  Annual General  Meeting decides  on the  free share  issue (split)  in 
agenda item  16  above,  the  maximum  number  of  own  shares  which  can  be 
repurchased on the  basis of  this authorization  shall be  increased and  the 
authorization shall apply to a maximum of 18,312,148 own shares.

18.  Authorizing the Board  of Directors to decide  to issue 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 to issue shares as follows: The number of shares
to be issued  on the basis  of this authorization  shall not exceed  4,578,037 
shares, which corresponds to approximately 10 percent 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 applies to both issuing new shares and distribution
of own  shares. The  authorization shall  be in  force until  the next  Annual 
General Meeting.

If the  Annual General  Meeting decides  on the  free share  issue (split)  in 
agenda item 16 above, the maximum number  of shares which can be issued  shall 
increase and the authorization shall apply to a maximum of 18,312,148 shares.

19.  Proposal of the Board of  Directors for the establishment of a  permanent 
Shareholders' Nomination Board

The Board of  Directors proposes that  the Annual General  Meeting resolve  to 
establish a permanent Shareholders' Nomination Board on the following terms:

The Annual General Meeting decides  to establish the Shareholders'  Nomination 
Board composed of shareholders or their representatives and of members of  the 
Board of Directors for the purpose of preparing the election of the members of
the Board of Directors  and proposals for their  remuneration to be  submitted 
for the General Meeting.

The tasks of the Nomination Board consist of

 a. Preparation and presentation to the General Meeting of the Shareholders of
    matters pertaining to the number of the members of the Board of Directors
    in accordance with the Articles of Association;
 b. Preparation and presentation to the General Meeting of the Shareholders of
    matters pertaining to the appointment of the members of the Board of
    Directors and its Chairman;
 c. Preparation and presentation to the General Meeting of Shareholders of
    matters pertaining to the remuneration of the members of the Board of
    Directors; and
 d. Successor planning for the members of the Board of Directors.

                         
The Nomination Board shall  consist of four (4)  members.Three of the  members 
shall represent the  three shareholders  who on  1 October  (the "Value  Day") 
preceding the Annual General Meeting represent the largest number of the votes
of all shares in the company. The Chairman of the Board of Directors shall  be 
the fourth member of the Nomination Board.

The largest shareholders are  determined on the  basis of their  shareholdings 
registered in the company's shareholders'  register held by Euroclear  Finland 
Ltd. In the event that a  shareholder who according to the Securities  Markets 
Act has  an  obligation  to  take such  ownership  into  account  when  making 
notifications regarding changes in ownership (shareholder subject to  flagging 
notification), notifies  the Chairman  of the  Board of  Directors thereof  in 
writing at the latest on the  Value Day, the shareholding of such  shareholder 
divided between two or more funds or group companies shall be counted as  one. 
In the event that a shareholder does not wish to use his/her right to  appoint 
a member to the Shareholders' Nomination Board, the right to appoint shall  be 
transferred to the  next largest  shareholder in  the company's  shareholders' 
register, who would otherwise not have a right to appoint.

The Chairman  of the  Board of  Directors convenes  the first  meeting of  the 
Nomination Board and the  representative of the  largest shareholder shall  be 
the  Chairman  of  the  Nomination  Board  unless  otherwise  decided  by  the 
Nomination Board.

The Nomination Board shall submit its  proposals to the Board of Directors  at 
the latest on 15 January preceding the Annual General Meeting.

The Board of  Directors further  proposes for  the Annual  General Meeting  to 
adopt the  Charter  of the  Shareholders'  Nomination Board,  which  has  been 
available  as   from  February   7,   2013  on   the  company's   website   at 
www.outotec.com/agm.

The Board of Directors is  of the opinion that it  is in the best interest  of 
the company and of the shareholders that the largest shareholders  participate 
in the appointment of the members of the Board of Directors as well as in  the 
preparation work for their remuneration.

 

20.  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   Oyj's   website   at 
www.outotec.com/agm. The Annual Report of Outotec Oyj, the report of the Board
of Directors and  the Auditor's  report are available  on the  above-mentioned 
website no  later  than on  Tuesday,  February  26, 2013.  The  proposals  for 
decisions and the other  above-mentioned documents 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 at the  latest on  Tuesday, 
April 9, 2013.

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, 
Thursday, March 14, 2013 in the shareholders' register of the company held  by 
Euroclear Finland 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 is registered  in the company's shareholders' register  and 
who wants to participate in the Annual General Meeting, shall register for the
meeting no later than on Thursday, March 21, 2013 at 10:00 a.m. (Finnish time)
by giving  a prior  notice of  participation,which shall  be received  by  the 
company no later than on the above-mentioned time. 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 between 9:00 a.m.
    and 4:00 p.m.;
 c. by e-mail to agm@outotec.com;
 d. by regular mail to Outotec Oyj, AGM 2013, P.O. Box 86, 02201 Espoo,
    Finland; or
 e. by telefax  to +358 20 529 2200.

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.

Shareholder, his/her authorized representative or proxy representative  shall, 
where necessary, be able to prove  at the Meeting place their identity  and/or 
right to represent.

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 Thursday, March 14,  2013, 
would be  entitled to  be  registered in  the  shareholders' register  of  the 
company held by Euroclear Finland Ltd. The right to participate in the  Annual 
General Meeting requires, in  addition, that the shareholder  on the basis  of 
such shares has been registered into the temporary shareholders' register held
by Euroclear Finland Ltd. at the latest  on Thursday, March 21, 2013 at  10.00 
a.m. (Finnish time). As regards nominee registered shares this constitutes due
registration for the Annual General Meeting.

A holder of  nominee registered  shares is  advised to  request without  delay 
necessary  instructions   regarding   the  registration   in   the   temporary 
shareholder's register  of the  company, the  issuing of  proxy documents  and 
registration for the Annual General  Meeting from his/her custodian bank.  The 
account management organization of the custodian bank has to register a holder
of nominee registered shares, who wants  to participate in the Annual  General 
Meeting, into  the temporary  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.    Advance voting

A shareholder, who has  a Finnish book-entry account,  may vote in advance  on 
certain items of the
agenda of the Annual General Meeting through the company's website during  the 
time period February  7, 2013  - March 21,  2013, 10.00  a.m. (Finnish  time). 
Unless a shareholder voting in advance  will be present in the Annual  General 
Meeting in person or by way of proxy representation, he/she may not be able to
use his/her right according to the  Companies Act to request information or  a 
vote and if decision proposals have changed after the beginning of the advance
voting period, his/her possibility to vote on such item may be restricted.

The conditions and instructions relating to the electronic advance voting  can 
be found on the company's website www.outotec.com/agm. The Finnish  book-entry 
account number of the shareholder is needed for voting in advance.

5.    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 Outotec Oyj and the total number of votes represented by such shares
is 45,780,373.

Espoo, February 6, 2013

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

DISTRIBUTION
Nasdaq OMX Helsinki
Main media
www.outotec.com

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