Outokumpu’s Annual General Meeting will be held on Thursday, April 3, 2025 at 1.00 pm EEST in the Congress Wing of Finlandia Hall, at the address Mannerheimintie 13 E, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 10.30 am EEST. Shareholders of the Company can exercise their right to vote also by voting in advance. Shareholders, who have registered for the meeting have the possibility to follow the Annual General Meeting via a webcast.
The meeting language of the Annual General Meeting will be Finnish. There will be simultaneous translation in English at the meeting.
CEO and President for Business Area Ferrochrome available before the meeting
Before the Annual General Meeting, from 11.00 am to 12.30 pm EEST, the President and CEO as well as the President for Business Area Ferrochrome of the Company will be available at Finlandia Hall at a discussion event organized by the Company. The event is not part of the Annual General Meeting, and its presentation language is Finnish. Simultaneous translation into English is also available. In connection with the event, participants can present questions, but the event will not be a decision-making forum. Questions presented at the event are thus not questions referred to in Chapter 5, Section 25 of the Finnish Companies Act.
Important dates
February 13, 2025: Notice to the Annual
General Meeting published.
February 14, 2025: Registration for the AGM starts
at 10.00 am EET.
March 6, 2025: Advance voting starts at 10.00 am
EET.
March 24, 2025: Record date of the AGM.
March 27, 2025: Registration and advance
voting end at 4.00 pm EET.
April 3, 2025: Annual General Meeting at 1.00
pm EEST.
April 7, 2025: Proposed dividend record date
for the first instalment.
April 14, 2025: Proposed dividend payment date
for the first instalment.
October 15, 2025: Proposed dividend record
date for the second instalment.
October 22, 2025: Proposed dividend payment
date for the second instalment.
Right to participate in the meeting
Each shareholder, who is registered on the record date of the Annual General Meeting March 24, 2025 in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. Shareholders, whose shares are registered on their personal Finnish book-entry account (including equity savings account), are automatically registered in Outokumpu’s shareholders’ register.
Registration for the meeting
Registration for the meeting will begin on February 14, 2025 at 10.00 am EET. 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 Annual General Meeting no later than March 27, 2025 by 4.00 pm EET by which time the registration needs to be received. Registration can be made by the following means:
a. Register online
Electronic registration requires a strong electronic identification of the shareholder or the shareholder's proxy representative or legal representative with a bank ID or mobile certificate.
b. by mail or email
Shareholders may send their registration to Innovatics Oy by mail to Innovatics Oy, AGM/Outokumpu Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm.outokumpu@innovatics.fi.
c. by phone +358 10 281 8909 during the registration period from Monday to Friday 9.00 am –12.00 pm noon EET and 1.00 pm – 4.00 pm EET.
In connection with the registration, requested information must be provided, such as the name, date of birth/personal identification number or business ID, address, telephone number and email address of the shareholder, and the name of a possible assistant or proxy representative or legal representative as well as the date of birth/personal identification number of the possible proxy representative or legal 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 related necessary registrations.
Shareholders, their authorized representatives or proxy representatives shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.
Advance voting
Shareholders whose shares are registered on
their Finnish book-entry account (including equity savings account) may vote in
advance on agenda items 7–18 of the Annual General Meeting during the period
between March 6, 2025 at 10.00 am EET and March 27, 2025 at 4.00 pm EET by the following means:
a. Through link that can be found here (please note, that the link will be added on
March 6, 2025, when the advance voting starts).
Electronic voting in advance requires strong
electronic identification of the shareholder or the shareholder’s proxy
representative or legal representative with a bank ID or mobile certificate.
b. by mail or email
Shareholders may send the advance voting form
available on the Company’s website on March 6, 2024 at 10.00 am EET or corresponding information to
Innovatics Oy by mail to Innovatics Oy, AGM/Outokumpu Oyj, Ratamestarinkatu 13
A, FI-00520 Helsinki, Finland or by email to agm.outokumpu@innovatics.fi.
Advance votes must be received by the end of the advance voting period.
Submitting advance votes in this way before the end of registration and advance
voting period is considered due registration for the Annual General Meeting,
provided they contain the information required for registration, as mentioned
above.
Shareholders who have voted in advance and who
wish to exercise their other rights under the Finnish Companies Act, such as
the right to ask questions, the right to propose resolutions, the right to
demand a vote at the Annual General Meeting or to vote on any other proposals
made at the meeting, must attend the Annual General Meeting at the meeting
venue themselves or by way of proxy representation.
For holders of nominee-registered shares,
advance voting takes place through the account manager. The account manager can
vote in advance on behalf of the nominee-registered shareholders they represent
in accordance with the voting instructions provided by them during the
registration period set for the holders of nominee-registered shares.
A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting.
Holders of nominee registered shares
Holders of nominee registered shares have the
right to participate in the Annual General Meeting by virtue of such shares,
based on which they, on the record date of the Annual General Meeting, March 24,
2025, 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 by virtue of such shares been temporarily
registered into the shareholders’ register held by Euroclear Finland Oy at the
latest by March 31, 2025 by 10.00 am EET. For nominee-registered shareholders, this constitutes due
registration for the Annual General Meeting. 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 at the Annual General Meeting.
Holders of nominee registered shares are
advised to request well in advance the necessary instructions from their
custodian regarding the temporary registration in the shareholders’ register,
the issuing of proxy authorization documents and voting instructions as well as
registration for the Annual General Meeting. The account manager of the
custodian shall temporarily register a holder of nominee-registered shares who
wants to participate in the Annual General Meeting into the shareholders’
register of the Company at the latest by the time stated above and, as needed,
arrange advance voting on behalf of the holders of nominee registered shares by
the end of the above registration period, i.e. by March 31, 2025 by 10.00 am EET.
Holders of nominee-registered shares cannot register for the Annual General Meeting on the Company’s website, but they must be registered by their custodians instead.
Proxy representatives and powers of attorney
Shareholders may participate in the Annual
General Meeting and exercise their rights at the meeting also by way of proxy
representation. A proxy representative of a shareholder may also vote in
advance in the manner instructed above. If proxy representatives register
electronically, they must identify themselves through strong electronic
authentication in the electronic registration service, after which they can
register on behalf of the shareholder they represent. The same applies to
voting in advance electronically.
Proxy representatives must present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder in the Annual General Meeting. A template for power of attorney document is available below:
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.
Possible proxy authorization documents are
requested to be delivered primarily in connection with the electronic
registration as attachments or alternatively by email to
agm.outokumpu@innovatics.fi or as originals by regular mail to Innovatics Oy,
AGM/Outokumpu Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland before the
last date for advance voting, by which time the proxy authorization documents
must be received. In addition to delivering proxy authorizations, shareholders
or their proxy representatives must also register for the meeting and, as
needed, vote in advance as instruction above.
Shareholders may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic “Representation at the General Meeting”). When registering for the Annual General Meeting in the general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
Registration for the webcast
Shareholders have the possibility to follow
the meeting via a webcast. Following the meeting via the webcast requires
registration for the Annual General Meeting through the electronic registration
service or by email. The video connection link and password to follow the
meeting via the live webcast will be sent by email and/or text message to the
email address and/or mobile phone number provided in connection with the
registration on the day before the meeting.
Following the meeting via the live webcast is only possible for shareholders who are registered in the Company's shareholders’ register maintained by Euroclear Finland Oy on the record date of the Annual General Meeting and who have registered for the meeting or for following the meeting via the webcast within the registration period. A shareholder following the general meeting via the webcast is not considered to have participated in the meeting. Only shareholders who have voted in advance or who participate in the meeting at the meeting venue in person or by way of proxy representation are considered as participants in the meeting.
Proposals by the Shareholders' Nomination Board
Shareholders' Nomination Board has given their proposals for the composition and the remuneration of the Board of Directors for the Annual General Meeting, which Outokumpu has published as a stock exchange release on December 18, 2024. On January 7, 2025, Outokumpu published a change to the proposals as a stock exchange release. All the current Board members except for Pierre Vareille are proposed to be re-elected, and in addition the Nomination Board is proposing two new members, Hilde Merete Aasheim and Olavi Huhtala. The annual fees are proposed to be increased, while the meetings are proposed to remain on the same level as previously. Read more about the amended proposals in the stock exchange release.