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.