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Outokumpu Oyj — Proxy Solicitation & Information Statement 2011
Feb 2, 2011
3234_rns_2011-02-02_38b0d561-73e5-4181-b90e-b6beeb1045f6.pdf
Proxy Solicitation & Information Statement
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OUTOKUMPU OYJ
OUTO KUMPU
Translation from Solidium Oy's proposal
Helsinki 21.1.2011
To the Board of Directors of Outokumpu Oyj
ELECTION OF A NOMINATION BOARD IN THE ANNUAL GENERAL MEETING
Solidium Oy requests the Board of Directors of the Company to include in the Notice and Agenda of the Annual General Meeting in spring 2011 an item regarding the election of a nomination board consisting of shareholders or representatives of the shareholders.
Accordingly, Solidium Oy puts forward the following proposal
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The Annual General Meeting resolves to form a nomination board consisting of shareholders or representatives of the shareholders to prepare proposals on the election and remuneration of the members of the Board of Directors to the next Annual General Meeting.
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The nomination board shall:
a. prepare a proposal to the Annual General Meeting on the members of the Board of Directors;
b. prepare a proposal to the Annual General Meeting on the remuneration of the members of the Board of Directors;
c. seek successor candidates for the members of the Board of Directors; and
d. present the proposals on the members and the remuneration of the members of the Board of Directors to the Annual General Meeting.
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Three largest shareholders or representatives of the shareholders are elected to the nomination board. In addition the Chairman of the Board of Directors is elected as an expert member to the nomination board. The right to nominate shareholder representatives lies with those three shareholders who are registered on October 1, 2011 in the shareholders' register of the Company held by Euroclear Finland Oy and whose share of all the voting rights in the Company is the largest. Holdings by a shareholder, who under the Finnish Securities Markets Act has the obligation to disclose changes in shareholdings (flagging obligation), that are divided into several funds or registers will be summed up when calculating the share of all the voting rights, provided that the shareholder presents a written request to that effect to the Board of Directors of the Company no later than on September 30, 2011. Should a shareholder wish not to use the nomination right, the right to nominate is transferred to the next largest shareholder who would otherwise not have a right to nominate.
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The nomination board is convened by the Chairman of the Board of Directors, and the board shall elect a chairman from among its members.
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The nomination board shall submit its proposals to the Board of Directors latest on February 1 preceding the Annual General Meeting.
SOLIDIUM OY
Kari Järvinen
Outokumpu Oyj
Corporate Management
Riihitontuntie 7 A, P.O. Box 140, FI-02201 Espoo, Finland
Tel. +358 9 4211, Fax +358 9 421 2428, www.outokumpu.com
Domicile Espoo, Finland, Business ID 0215254-2, VAT FI02152542