Outokumpu Oyj — AGM Information 2021

Apr 2, 2021

Outokumpu – Correction: Resolutions of the Annual General Meeting 2021

Outokumpu – Correction: Resolutions of the Annual General Meeting 2021

Outokumpu Oyj
Stock exchange release
April 2, 2021 at 5.00 pm EEST

Outokumpu – Correction: Resolutions of the Annual General Meeting 2021

Outokumpu corrects its stock exchange release, published on March 31, 2021,
regarding the resolutions of the Annual General Meeting 2021. The number of
shares and votes represented in the meeting was wrong (164,276,592 million
shares and votes). The correct number of shares and votes represented in the
meeting was 164,276,592 shares and votes. The corrected release can be found
below in its entirety.

***

Outokumpu’s Annual General Meeting 2021 was held on March 31, 2021 at the
company’s head office in Helsinki, Finland under special arrangements due to the
COVID-19 pandemic. 324 shareholders representing 164,276,592 shares and votes
were represented at the meeting. The Annual General Meeting supported all the
Board of Directors’ and the Shareholders’ Nomination Board’s proposals and
approved the company’s remuneration report in an advisory vote.

The Meeting approved the financial statements and discharged the management of
the company from liability for the financial year 2020. The Meeting decided that
no dividend will be paid for the financial year that ended on December 31, 2020
and authorized the Board of Directors to repurchase the company’s own shares and
to decide on the issuance of shares as well as special rights entitling to
shares. The Meeting also approved the proposals of the Shareholders’ Nomination
Board regarding the members of the Board of Directors and their remuneration.

The Meeting was opened by the Chairman of the Board of Directors Kari Jordan and
chaired by attorney-at-law Manne Airaksinen.

Financial statements

The Annual General Meeting approved the parent company’s and the Group’s
financial statements and discharged the members of the Board of Directors and
the CEO from liability for the financial year 2020.

Dividend

The Annual General Meeting decided that no dividend will be paid for the
financial year that ended December 31, 2020.

Board of Directors

The Annual General Meeting decided in accordance with the proposal by the
Nomination Board that the Board of Directors consists of eight (8) members. The
Annual General Meeting re-elected the current members of the Board of Directors
Kati ter Horst, Kari Jordan, Eeva Sipilä, Vesa-Pekka Takala, Pierre Vareille and
Julia Woodhouse and elected Heinz Jörg Fuhrmann and Päivi Luostarinen as new
members for the term of office ending at the end of the next Annual General
Meeting. Kari Jordan was re-elected as the Chairman and Eeva Sipilä re-elected
as the Vice Chairman of the Board of Directors.

The Annual General Meeting decided in accordance with the proposal by the
Nomination Board to keep the annual remuneration of the Board of Directors at
the same level as during the previous term, so that the annual remuneration is
163,000 euros for the Chairman, 91,600 euros for the Vice Chairman and the
Chairman of the Board Audit Committee, and 71,100 euros for the other members of
the Board of Directors. 40% of the annual remuneration will be paid in the
Company’s own shares using treasury shares or shares to be purchased from the
market at a price formed in public trading and in accordance with the applicable
insider regulations.

The Annual General Meeting decided also to keep the meeting fees – paid also for
the Board Committee meetings – at the same level as during the previous term:
EUR 600 per meeting for each member of the Board of Directors and EUR 1,200 when
travelling to a meeting held outside the Board member’s country of residence.

Auditor

The Annual General Meeting elected the accounting firm PricewaterhouseCoopers Oy
as the auditor for the term of office ending at the end of the next Annual
General meeting. The auditor will be reimbursed in accordance with the auditor’s
invoice approved by the Board of Directors.

Authorization to decide on the repurchase of the company’s own shares

The Annual General Meeting authorized the Board of Directors to resolve to
repurchase a maximum of 41,000,000 of Outokumpu’s own shares, currently
representing approximately 9.85% of Outokumpu’s total number of registered
shares. The own shares may be repurchased pursuant to the authorization only by
using unrestricted equity. The price payable for the shares shall be based on
the price of the Company’s shares on the day of repurchase in public trading or
otherwise at the price prevailing on the market.

The Board of Directors is authorized to decide how the own shares will be
repurchased. The own shares may be repurchased in deviation from the
proportional shareholdings of the shareholders (directed repurchase). Shares may
also be acquired outside public trading. In connection with the acquisition of
the Company’s shares, derivative, share lending, or other agreements that are
normal within the framework of capital markets may take place in accordance with
legislative and regulatory requirements. The repurchased own shares may be held
by the Company, cancelled or transferred further. The aggregate number of
Outokumpu’s own shares held by the Company and its subsidiaries may not,
however, exceed 10% of the total number of registered shares. The authorization
will be in force until the end of the next Annual General Meeting, however
expiring at the latest on May 31, 2022. At the moment, Outokumpu holds 4,313,421
own shares.

Authorization to decide on the issuance of shares as well as other special
rights entitling to shares

The Annual General Meeting authorized the Board of Directors to resolve to issue
a maximum of 82,000,000 shares through one or several share issues and/or by
granting special rights entitling to shares, as specified in Chapter 10, Section
1, of the Finnish Companies Act, excluding option rights to Outokumpu’s
management and personnel under an incentive plan.

Based on the authorization, a maximum of 41,000,000 new shares may be issued,
and additionally a maximum of 41,000,000 own shares may be transferred.
41,000,000 shares currently represent approximately 9.85% of Outokumpu’s total
number of registered shares. The Board of Directors resolves upon all other
terms and conditions of the share issue and of the issue of special rights
entitling to shares. The Board of Directors has the authority to resolve upon
the issue of shares and special rights in deviation of the pre-emptive
subscription right of the shareholders (directed issue). The authorization is
valid until the end of the next Annual General Meeting, however expiring at the
latest on May 31, 2022.

The minutes of the Annual General Meeting

The minutes of the meeting will be available at Outokumpu’s Annual General
Meeting website at www.outokumpu.com/en/investors/governance/agm
-information/2021 as from April 14, 2021 at the latest.

For more information:

Media: Corporate Communications, tel. +358 9 421 3840

Investors: Linda Häkkilä, Head of Investor Relations, tel. +358 400 719 669

Outokumpu Oyj

Outokumpu is the global leader in stainless steel. The foundation of our
business is our ability to tailor stainless steel into any form and for almost
any purpose. Stainless steel is sustainable, durable and designed to last
forever. Our customers use it to create civilization’s basic structures and its
most famous landmarks as well as products for households and various industries.
Outokumpu employs some 10,000 professionals in more than 30 countries, with
headquarters in Helsinki, Finland and shares listed in Nasdaq Helsinki.
www.outokumpu.com