Outokumpu – Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2026

Outokumpu – Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2026

The Shareholders’ Nomination Board of Outokumpu Corporation proposes to the Annual General Meeting 2026 that the meeting would decide on the composition and remuneration of the Board of Directors as well as the charter of the Shareholders’ Nomination Board as follows:

Composition of the Board of Directors

The Shareholders’ Nomination Board proposes that the Board of Directors would consist of 10 members or, if one or more of the candidates proposed are unavailable, a correspondingly smaller number.

The Nomination Board proposes that the current members of the Board of Directors Hilde Merete Aasheim, Heinz Jörg Fuhrmann, Olavi Huhtala, Kari Jordan, Päivi Luostarinen, Jyrki Mäki-Kala, Petter Söderström and Julia Woodhouse would be re-elected, and that Timo Ritakallio and Jenni Lukander would be elected as new members, all 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 Timo Ritakallio elected as the Vice Chairman of the Board of Directors.

Each of the proposed Board members has consented to their respective appointment and confirmed that they are independent of the company and its major shareholders excluding Petter Söderström, who is independent of the company but not of one of its major shareholders, Solidium Oy. Further information of the proposed new Board members can be found in the attachments.

The Nomination Board has considered the composition of the Board of Directors as to its overall structure as well as the individual members’ versatile and mutually complementary professional expertise and experience as well as succession planning needs of the Board. The Nomination Board therefore proposes that the Board of Directors is elected as a whole, not each Board member individually.

Remuneration of the Board of Directors

The Shareholders’ Nomination Board proposes that the annual remuneration of the Board of Directors would be kept at the same level as during the previous term – for the Chairman at EUR 186,000, for the Vice Chairman of the Board of Directors at EUR 100,000, for the Chairman of the Audit or Remuneration Committee to EUR 100,000 (if not simultaneously acting as the Chairman of Vice Chairman of the Board) as well as for the other members of the Board of Directors at EUR 77,000.

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. If a Board member, on the date of the Annual General Meeting, owns shares of the company, which based on the closing price of that day represent a value exceeding the annual remuneration, he or she can opt to receive the remuneration in cash. 

The Shareholders’ Nomination Board proposes that the meeting fees, which would be paid also for the Board Committee meetings, will remain unchanged at EUR 800 per meeting for each member of the Board of Directors and at EUR 1,600 when travelling to a meeting held outside the Board member’s country of residence. The meeting fees are paid in cash.

Charter of the Shareholders’ Nomination Board

The charter of the Shareholders’ Nomination Board, adopted by the Annual General Meeting, regulates the nomination and composition, and defines the tasks and duties of the Nomination Board. The Nomination Board proposes that the largest shareholders of the Company would be determined on the basis of the ownership situation in the shareholders’ register on the “first business day of June” instead of the “first business day of August” of each year.

The Shareholders’ Nomination Board comprises Matts Rosenberg, CEO of Solidium Oy; Pekka Pajamo, Senior Vice-President, CFO, Finance and Internal Services of Varma Mutual Pension Insurance Company; Esko Torsti, Head of Alternative Investments of Ilmarinen Mutual Pension Insurance Company; Lasse Lehtonen, Director General of the Social Insurance Institution of Finland, and Kari Jordan, Chairman of the Board of Directors of Outokumpu. As of December 8^th, 2025 Kari-Pekka Mäki-Lohiluoma, Deputy Director General of the Social Insurance Institution of Finland has substituted Lasse Lehtonen.

For more information: 

Investors: Johan Lindh, VP, Investor Relations, tel. +358 40 837 3994

Media: Päivi Allenius, SVP – Brand, Communications and Public Affairs, tel. +358 40 753 7374 or Outokumpu media desk, tel. +358 40 351 9840

Outokumpu Corporation