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Outokumpu Oyj Proxy Solicitation & Information Statement 2011

Feb 2, 2011

3234_rns_2011-02-02_256a582a-8bf5-43a5-850e-31c5b5a41cc7.pdf

Proxy Solicitation & Information Statement

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PROPOSAL BY THE NOMINATION BOARD TO THE ANNUAL GENERAL MEETING OF OUTOKUMPU OYJ

The 2010 Annual General Meeting of Outokumpu Oyj resolved to appoint a Shareholders' Nomination Board to prepare proposals to the next Annual General Meeting regarding the election of the members of the Board of Directors and their remuneration. The Nomination Board proposes to the Annual General Meeting that:

The Board of Directors would consist of seven members. Evert Henkes, Ole Johansson, Anna Nilsson-Ehle, Jussi Pesonen and Olli Vaartimo of the current members of the Board of Directors would be re-elected and Elisabeth Nilsson and Siv Schalin would be elected as new members. Ole Johansson would be re-elected as the Chairman and Olli Vaartimo appointed as the Vice-Chairman of the Board of Directors.

The remuneration of the Board is determined as follows:

  • 80 000 € to the Chairman / per annum
  • 45 500 € to the Vice-Chairman / per annum
  • 36 000 € to the other members of the Board of Directors / per annum

The Nomination Board proposes that 40% of the annual fees would be paid in Outokumpu Oyj's shares purchased from the market and the remainder in money. The shares would be purchased within two weeks from the release of the Interim report January 1 - March 31, 2011 of the company. The shares would be acquired directly on behalf of the members of the Board of Directors, i.e. without the company becoming the owner of the shares first, which is an approved manner to acquire Outokumpu Oyj's shares according to the applicable insider rules. The Nomination Board is of the opinion that increasing the long-term shareholding of the members of the Board of Directors will benefit all shareholders.

The Nomination Board proposes that a meeting fee of 600 € would be payable separately for each Board and Committee meeting. For the Board members residing outside of Finland, the meeting fee would be 1 200 €.

February 1, 2011

NOMINATION BOARD

Kari Järvinen
Liisa Hyssälä
Harri Sailas
Ole Johansson

Managing Director, Solidium Oy
Director General, The Social Insurance Institution of Finland
Chief Executive Officer, Ilmarinen Mutual Pension Insurance Company
Chairman of the Board of Directors, Outokumpu Oyj (expert member of the Nomination Board)