Outokumpu Oyj — Proxy Solicitation & Information Statement 2013

Feb 14, 2013

Outokumpu - Notice to the Annual General Meeting

Outokumpu - Notice to the Annual General Meeting

OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
February 14, 2013 at 9.30 am EET

Notice is given to the shareholders of Outokumpu Oyj to the Annual General
Meeting to be held on Monday, March 18, 2013 at 12.00 pm. at Marina Congress
Center, address: Katajanokanlaituri 6, 00160 Helsinki, Finland.

The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 11.00 am.

A. Matters on the 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

3. Election of persons to scrutinize the minutes and to supervise the counting
   of votes

4. Recording the legality of the meeting

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

6. Presentation of the annual accounts, the report of the Board of Directors
   and the auditor's report for the year 2012

Review by the Chief Executive Officer

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
shall be paid for the financial year that ended December 31, 2012.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

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

The Nomination Board formed at the Annual General Meeting 2012 proposes that
the annual remuneration of the Board of Directors is increased and is as
follows: EUR 140 000 for the Chairman, EUR 80 000 for the Vice Chairman and EUR
60 000 for the other members. The meeting fee, which will be paid also for the
Board Committee meetings, will be EUR 600 per meeting for each member of the
Board of Directors residing in Finland and EUR 1 200 per meeting for the Board
members residing outside Finland. 40% of the annual remuneration will be paid
in form of shares of the Company, and the remainder in money.

The shares would be purchased within two weeks from the release of the Interim
report January 1 - March 31, 2013 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 Company'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 comprised of Managing Director Kari Järvinen from Solidium
Oy, CEO Harri Sailas from Ilmarinen Mutual Pension Insurance Company,
Investment Director Tuula Korhonen from Social Insurance Institution of Finland
and Executive Vice-President Risto Murto from Varma Mutual Pension Insurance
Company. The Chairman of the Board of Directors Ole Johansson acted as an
expert member. CFO Guido Kerkhoff from ThyssenKrupp AG also acted as an expert
member as from the day following the completion of the transaction to combine
Outokumpu and Inoxum.

1. Election of the Chairman, Vice Chairman and the members of the Board of
   Directors

The Nomination Board proposes that the number of Board members in the Company
be nine and that Olli Vaartimo, Elisabeth Nilsson, Siv Schalin, Iman Hill,
Harri Kerminen, Heikki Malinen and Guido Kerkhoff of the current members be
re-elected and Markus Akermann and Jorma Ollila be elected as new members, for
the following term. The current Chairman of the Board Ole Johansson has
notified that he is no longer available for re-election as Chairman of the
Board of Directors. The Nomination Board proposes that Jorma Ollila be elected
as the Chairman and Olli Vaartimo as the Vice Chairman of the Board of
Directors.

1. Resolution on the remuneration of the auditor

The Board Audit Committee proposes 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 Audit Committee proposes that KPMG Oy Ab be elected as the auditor
for the following term. The auditor's assignment shall also include 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 proposes that the Board be authorized to resolve to repurchase a
maximum of 200 000 000 of the Company's own shares, currently representing
approximately 9.62% of the Company's total number of registered shares. The
Company currently holds 1 015 888 own 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. The minimum price payable for the
repurchased own shares shall be the lowest quoted price of the Company's shares
in public trading during the validity of the authorization and the maximum
price the highest quoted price in public trading during the validity of the
authorization. The Board 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). The
aggregate number of the Company's own shares held by the Company and its
subsidiaries may not, however, exceed 10% of the Company's total number of
registered shares. The authorization shall be in force until the next Annual
General Meeting, however expiring at the latest on May 31, 2014.

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

The Board proposes that the Board be authorized to resolve to issue a maximum
of 400 000 000 shares through one or several share issues and/or by granting of
special rights entitling to shares, as specified in Chapter 10, Section 1, of
the Finnish Companies Act, excluding option rights to the Company's management
and personnel under an incentive plan. On the basis of the authorization, a
maximum of 200 000 000 new shares may be issued, and additionally a maximum of
200 000 000 own shares may be transferred. 200 000 000 shares represents
approximately 9.62% of the Company's total number of registered shares. The
Board resolves upon all other terms and conditions of the share issue and of
the issue of special rights entitling to shares. The Board shall have 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, 2014.

1. Amending the Articles of Association

The Board proposes that the Annual General Meeting decides to remove the first
clause in Section 5 of the Articles of Association of the Company according to
which “A person who has reached the age of 68 years cannot be elected as a
member of the Board of Directors.”.

The Board proposes that the Annual General Meeting decides to amend the second
clause in Section 8 of the Articles of Association in a way that the Board may
authorize two persons to represent the Company jointly instead of one
severally, which is the current formulation, to read as follows: “The Board of
Directors may also authorize other persons to represent the Company each
severally or two jointly.”.

The Board proposes that the Annual General Meeting decides to amend Section 11
of the Articles of Association in a way that it also allows the notice to the
general meeting be made through the Company's website instead of one or more
newspapers of Company's choice with wide circulation, to read as follows: “11
§ INVITATION TO GENERAL MEETING The Board of Directors publishes an invitation
to a General Meeting of shareholders in one or more newspapers of its choice
with a wide circulation or on the company's website at the earliest three
months and at the latest 21 days before the General Meeting, however, never
later than 9 days before the record date of the General Meeting.”.

1. Closing of the meeting

B. Documents of the Annual General Meeting

This notice, which includes the proposals of the Board, the Audit Committee and
the Shareholders´ Nomination Board, is available on Outokumpu's website at
www.outokumpu.com/Investors/AGM The annual accounts, the report of the Board of
Directors and the auditor's report of Outokumpu are available on the
above-mentioned website no later than on February 25, 2013. The above-mentioned
proposals and documents are also available at the meeting. Copies of these
documents and of this notice will be sent to a shareholder upon request. The
minutes of the meeting will be available on the above-mentioned website as from
April 1, 2013 at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders´ register

Each shareholder, who is registered on March 6, 2013 in the shareholders'
register of the Company held by Euroclear Finland Ltd., 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 registered in the
shareholders' register of the Company.

A shareholder registered in the Company's shareholders' register, who wants to
participate in the Annual General Meeting, shall register for the meeting no
later than March 11, 2013 by 4:00 p.m. by giving a prior notice of
participation, which shall be received by the Company no later than on the
above-mentioned date and time. Such notice can be given:

a) on the Company's website: www.outokumpu.com/Investors/AGM
b) by e-mail: agm.outokumpu@innovatics.fi
c) by telefax: +358 9 421 2223
d) by telephone: +358 9 421 2474 or +358 9 421 3808 (Monday to Friday, from
12.00 pm. to 4.00 pm.) or
e) by regular mail to: Outokumpu Oyj, Share Register, P.O. Box 140, FI-02201
Espoo, Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Outokumpu Oyj is
used only in connection with the Annual General Meeting and with the processing
of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and right of
representation.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on March 6, 2013, would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Ltd. The right to participate in the general meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by March 13, 2013, by 10:00 a.m. As regards nominee registered shares
this constitutes due registration for the general meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholder's register of the Company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank. The account
management organization of the custodian bank will register a holder of nominee
registered shares, who wants to participate in the general meeting, into the
temporary shareholders' register of the Company at the latest by the time
stated above.

1. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Annual General Meeting. When a shareholder participates 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.

Possible proxy documents should be delivered to Outokumpu Oyj, Share Register,
P.O. Box 140, FI-02201 Espoo, Finland by the last date for registration.

1. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting, February 14, 2013,
the total number of shares in Outokumpu Oyj is 2 078 081 348 shares, which
represents the same number of votes.

Espoo, February 14, 2013

Outokumpu Oyj
Board of Directors

For further information:

Investors:

Tamara Weinert
tel. +358 9 421 2438, mob. +358 40 751 7194

Media:

Saara Tahvanainen
tel. +358 9 421 3265, mob. + 358 40 589 0223

Outokumpu Oyj

Outokumpu is the global leader in stainless steel and high performance alloys.
Our advanced materials are the ideal choice for demanding applications ranging
from cutlery to bridges, energy plants to medical equipment. Stainless steel
contributes to a sustainable and long lasting world as it is a 100% recyclable,
corrosion-resistant, maintenance-free, durable and hygienic material. Outokumpu
employs approximately over 16 000 professionals in over 40 countries, with the
Group's head office in Espoo, Finland and shares listed on the NASDAQ OMX
Helsinki. www.outokumpu.com

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