Notice to the Annual General Meeting of Outotec Oyj - Seite 2

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.