Outokumpu Oyj — AGM Information 2021

Mar 2, 2021

Outokumpu – Notice to the Annual General Meeting 2021

Outokumpu – Notice to the Annual General Meeting 2021

Outokumpu Oyj
Stock exchange release
March 2, 2021 at 12.30 pm EET

Outokumpu – Notice to the Annual General Meeting 2021

Notice is given to the shareholders of Outokumpu Oyj (“Outokumpu” or “Company”)
to the Annual General Meeting to be held on Wednesday, March 31, 2021 at 1.00 pm
EEST at the Company’s head office at Salmisaarenranta 11, Helsinki, Finland. In
order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting
will be held without shareholders’ and their proxy representatives’ presence at
the meeting venue.

The Board of Directors of the Company has resolved to arrange the Annual General
Meeting in accordance with the provisions of the temporary legislation approved
by the Finnish Parliament on September 15, 2020 (677/2020, Act on temporary
deviation from the Limited Liability Companies Act) without the physical
presence of shareholders and their proxy representatives. This is to secure the
health and safety of shareholders, employees and other stakeholders of the
Company and also to ensure compliance with the current restrictions set by the
authorities. Shareholders of the Company and their proxy representatives can
participate in the meeting and use shareholder rights only by voting in advance
and by making counterproposals and presenting questions in advance in accordance
with instructions in this notice and otherwise by the Company. Further
instructions can be found in this notice to the Annual General Meeting in
section “C. Instructions for the participants of the Annual General Meeting”.

There will be no presentations by the Board or the management at the meeting,
nor will there be video streaming from the meeting. Before the Annual General
Meeting, on the same day at 10 am–11 am EEST, the Company will however arrange a
live webcast with a review presentation by the CEO. The webcast is not part of
the Annual General Meeting and it will be held only in Finnish. This webcast
will require a registration, but it is not limited to Outokumpu shareholders.
Further details of the webcast are available on the Annual General Meeting
website. In connection with the review, participants can present questions to
the CEO, but the webcast will not be a decision-making forum. Questions asked
during the webcast are thus not questions referred to in Chapter 5, Section 25
of the Limited Liability Companies Act. Questions referred to in Chapter 5,
Section 25 of the Limited Liability Companies Act shall be asked separately in
advance in accordance with instructions described in section “C. Instructions
for the participants of the Annual General Meeting”.

Solidium Oy, Ilmarinen Mutual Pension Insurance Company, The Social Insurance
Institution of Finland and Elo Mutual Pension Insurance Company, belonging to
the largest shareholders of Outokumpu, representing 27.04 % of the registered
shares of the Company, have informed the Company that they support the proposals
in this notice to the Annual General Meeting.

A. 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

The Chairman of the Meeting will be Manne Airaksinen, attorney-at-law. In case
Manne Airaksinen would not be available to act as the Chairman of the Meeting
for a weighty reason, the Board of Directors will name another person it deems
most suitable to act as the Chairman.

1. Election of person to scrutinize the minutes and to supervise the counting of
   votes

The person to scrutinize the minutes and to supervise the counting of votes will
be Matti Louhija, Senior Vice President – Corporate General Counsel of the
Company. In case Matti Louhija would not be able to act as the person to
scrutinize the minutes and to supervise the counting of votes for a weighty
reason, the Board of Directors will name another person it deems most suitable
to act in that role.

1. Recording the legality of the meeting

2. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance and who have the right to participate in
the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited
Liability Companies Act will be deemed shareholders represented at the meeting.
The list of votes will be adopted according to the information provided by
Euroclear Finland Oy and Innovatics Oy.

1. Presentation of the annual accounts, the review of the Board of Directors and
   the auditor’s report for the year 2020

As participation in the Annual General Meeting is possible only in advance, the
annual report which has been published on the date of this notice March 2, 2021
and which includes the Company’s Annual Accounts, the review by the Board of
Directors and the auditor’s report is deemed to have been presented to the
Annual General Meeting. The document is available on the Company’s website. The
recording of the CEO’s webcast review will be published on the same website.

1. Adoption of the annual accounts

2. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend

The Board of Directors proposes to the Annual General Meeting that no dividend
will be paid for the financial year that ended December 31, 2020.

Because the Board has proposed that no dividend will be paid, the shareholders
have the right to demand minority dividend pursuant to Chapter 13 Section 7 of
the Finnish Limited Liability Companies Act. The minority dividend must be
distributed, if a demand to this effect is made by shareholders who have at
least one tenth of all shares. The amount of minority dividend is 12,157,566.68
euros (0.03 euros per share based on the current number of shares), which
corresponds half of the profit of the financial year. A shareholder demanding
minority dividend may vote for the minority dividend in advance voting, and no
separate demand or counterproposal is required.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability for the financial year 2020

2. Presentation of the remuneration report and the Annual General Meeting’s
   advisory resolution on the approval of the remuneration report

As participation in the Annual General Meeting is possible only in advance, the
remuneration report of the Company, which describes the implementation of the
Company’s Remuneration Policy and provides information on the remuneration of
the Company’s governing bodies during the financial year 2020, and which has
been published on the date of this notice to the Annual General Meeting March 2,
2021, is deemed to have been presented to the Annual General Meeting. The
resolution by the Annual General Meeting on the approval of the remuneration
report is advisory. The report is available on the Company’s website.

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

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the annual remuneration would be kept at the same level as during the previous
term, so that the annual remuneration would be 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 would 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 Shareholders’ Nomination Board proposes that the meeting fees, which would
be paid also for the Board Committee meetings, would be kept 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.

The Shareholders’ Nomination Board comprised Antti Mäkinen, Managing Director at
Solidium Oy; Outi Antila, Director General at The Social Insurance Institution
of Finland; Jouko Pölönen, President and CEO at Ilmarinen Mutual Pension
Insurance Company and Satu Huber, Chief Executive Officer at Elo Mutual Pension
Insurance Company, as well as Chairman of the Board of Directors Kari Jordan as
an expert member.

1. Resolution on the number of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the Board of Directors would
consist of eight (8) members.

1. Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the current members of the
Board of Directors Kati ter Horst, Kari Jordan, Eeva Sipilä, Vesa-Pekka Takala,
Pierre Vareille and Julia Woodhouse would be re-elected and that Heinz Jörg
Fuhrmann and Päivi Luostarinen would be elected as new members for the term of
office ending at the end of the next Annual General Meeting. The Nomination
Board also proposes that Kari Jordan would be re-elected as the Chairman and
Eeva Sipilä would be re-elected as the Vice Chairman of the Board of Directors.

All the proposed Board members have given their consents to their appointments
and confirmed that they are independent of the Company and its major
shareholders. Further information on the proposed Board members is available at
Outokumpu’s website.

1. Resolution on the remuneration of the auditor

The Board proposes on the recommendation of the Audit Committee that the elected
auditor be reimbursed in accordance with the auditor’s invoice approved by the
Board of Directors.

1. Election of auditor

The Board proposes on the recommendation of the Audit Committee that accounting
firm PricewaterhouseCoopers Oy be elected as the auditor for the term of office
ending at the end of the next Annual General meeting. The auditor’s assignment
also includes giving the auditor’s statement on the discharge of the members of
the Board of Directors and the CEO from liability and on the proposal of the
Board of Directors for distribution of profit.

1. Authorizing the Board of Directors to decide on the repurchase of the
   Company’s own shares

The Board of Directors proposes that the Board of Directors be authorized 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. On the date of this notice March 2, 2021
Outokumpu holds 4 313 421 own shares.

1. Authorizing the Board of Directors to decide on the issuance of shares as
   well as other special rights entitling to shares

The Board of Directors proposes that the Board of Directors be authorized 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.

On the basis of 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.

1. Closing of the meeting

B. Documents of the Annual General Meeting

This notice, which includes the proposals of the Board of Directors and the
Shareholders’ Nomination Board is available at Outokumpu’s Annual General
Meeting website at www.outokumpu.com/en/investors/governance/agm
-information/2021. Also, the annual accounts, the review by the Board of
Directors and the auditor’s report as well as the remuneration report of the
Company which have been published on the date of this notice March 2, 2021 to
the Annual General Meeting are available on the above-mentioned website. Copies
of these documents and this notice will be sent to a shareholder upon request.
The minutes of the meeting will be available on the website as from April 14,
2021 at the latest.

C. Instructions for the participants of the Annual General Meeting

In order to prevent the spread of the Covid-19 pandemic, the Annual General
Meeting will be held without shareholders’ and their proxy representatives’
presence at the Meeting venue. This is to secure the health and safety of the
shareholders, employees and other stakeholders of the Company and also to ensure
compliance with the current restrictions set by the authorities. Shareholders
and their proxies cannot participate in the meeting through real-time
telecommunications or technical means either. Shareholders and their proxies can
participate in the meeting and use their shareholder rights only by voting in
advance and by making counterproposals and presenting questions in advance.

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on the record date March 19, 2021 in
Outokumpu’s shareholder register held by Euroclear Finland Oy, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is automatically
shown in the shareholder register. If you do not have a Finnish book-entry
account, see section “4. Holders of nominee registered shares”. Shareholders can
participate in the meeting only by voting in advance in a manner instructed
below as well as by making counterproposals and presenting questions in advance.

1. Registration and advance voting

Registration for the meeting and advance voting will begin on March 10, 2021 at
12.00 pm, following the deadline for submitting counterproposals to be placed
for a vote. A shareholder, who is registered in the shareholders’ register of
the Company and who wants to participate in the Annual General Meeting, must
register for the Meeting and vote in advance no later than March 25, 2021 by
4.00 pm EET by which time the registration and votes need to be received.

In connection with the registration, a shareholder is requested to give his/her
name, personal identification number, email address, telephone number and the
name and identification number of possible proxy representative. The personal
data given to Outokumpu or Innovatics Oy is used only in connection with the
Annual General Meeting and with the processing of the registrations.

A shareholder, who has a personal Finnish book-entry account, may register and
vote in advance on certain items on the agenda of the Annual General Meeting
from March 10, 2021 at 12.00 until 4.00 pm EET on March 25, 2021 by the
following means:

a. at Outokumpu’s Annual General Meeting website

The Finnish personal identity code or business ID of the shareholder is needed
for voting in advance and strong electronic identification with Finnish online
banking credentials or mobile certificate of the shareholder or his/her
representative.

b. by mail or email

A shareholder may send the advance voting form available on the Outokumpu’s
Annual General Meeting website on March 10, 2021 at 12.00 pm or corresponding
information to Innovatics Oy by mail to Innovatics Oy, Yhtiökokous/Outokumpu
Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email to
agm.outokumpu@innovatics.fi. If the shareholder participates in the meeting by
sending the votes in advance by mail or email to Innovatics Oy before the end of
the registration and advance voting period, this constitutes registration for
the Annual General Meeting, provided that the shareholder information required
for registration is provided.

Instructions relating to the advance voting may also be found on the Outokumpu’s
Annual General Meeting website before advance voting starts. Information is also
available during the registration period by phone +358 50 532 5582 from Monday
to Friday at 9.00–12.00 am and 1.00–4.00 pm EET.

1. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting by proxy. The proxy
representative of a shareholder is also required to vote in advance in the
manner instructed in this notice.

A proxy representative is requested to produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent the
shareholder. Should a shareholder participate 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.

Powers of Attorney for authorizing should be delivered primarily in connection
with the electronic registration or alternatively by email to
agm.outokumpu@innovatics.fi or as originals by regular mail to Innovatics Oy,
Yhtiökokous/Outokumpu Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland before
the last date for advance voting, by which time the Powers of Attorney must be
received.

1. 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, March 19, 2021, would be entitled to be
registered in the shareholders’ register of the Company held by Euroclear
Finland Oy.

Participation in the meeting also requires that the shareholder has been
registered into the temporary shareholders’ register held by Euroclear Finland
Oy at the latest by March 26, 2021 by 10.00 am EET. This constitutes due
registration for the Annual General Meeting.

A holder of nominee registered shares is advised to early enough request the
necessary instructions regarding the registration in the temporary shareholders’
register, the issuing of proxy documents and registration for the Annual General
Meeting from his/her custodian bank. A holder of nominee-registered shares who
wants to participate in the Annual General Meeting has to be registered into the
temporary shareholders’ register by the account management organization of the
custodian bank latest by the time stated above. In addition, the account
management organization of the custodian bank shall arrange advance voting on
behalf of the holders of nominee registered shares by the end of the
registration date above.

Further information on these matters can also be found on Outokumpu’s Annual
General Meeting website.

1. Other instructions and information

Shareholders who hold at least one hundredth of all the shares in the Company
have a right to make a counterproposal on the agenda items, to be placed for a
vote. Such counterproposals are required to be sent to the Company by email to
agm@outokumpu.com no later than March 8, 2021 at 10.00 am EET. In connection
with making a counterproposal, shareholders are required to provide adequate
evidence of shareholding. The counterproposal will be placed for a vote subject
to the shareholder having the right to participate in the Annual General Meeting
and that the shareholder holds at least one hundredth of all shares in the
Company on the record date of the Annual General Meeting. Should the
counterproposal not be placed for a vote at the meeting, advance votes in favor
of the proposal will not be taken into account. The Company will on March 10,
2021 publish on its website the counterproposals, if any, that may be voted on.

A shareholder has the right to ask questions referred to in Chapter 5, Section
25 of the Finnish Limited Liability Companies Act with respect to matters to be
considered at the Meeting. Such questions must be sent by email to
agm@outokumpu.com no later than March 17, 2021 at 4.00 pm EET. Such questions
from shareholders, the Company’s Management’s answers to them, and any
counterproposals that have not been placed for a vote are available on the
Company’s website on March 22, 2021. In connection with asking questions and
making counterproposals, shareholders are required to provide adequate evidence
of shareholding.

Information on the General Meeting required by the Finnish Limited Liability
Companies Act is available on the Company’s website.

Changes in the ownership of shares after the record date of the Annual General
Meeting do not affect the right to participate in the Annual General Meeting nor
the number of votes of the shareholder.

On the date of this notice, March 2, 2021, the total number of shares in the
Company is 416 374 448 shares, which represent the same number of votes.

Link to Outokumpu’s Annual General Meeting website:
www.outokumpu.com/en/agm2021.

Helsinki, March 2, 2021

Outokumpu Oyj

Board of Directors

For more information:

Corporate Communications, tel. +358 9 421 3840

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