Notice to the Annual General Meeting of Outotec Oyj - Seite 3

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: