Outokumpu - Proposals of the Shareholders' Nomination Board to the Annual General Meeting 2022

Rhea-AI Summary

The Shareholders' Nomination Board of Outokumpu Oyj proposes key changes for the 2022 Annual General Meeting. They recommend an eight-member Board, re-electing six current members including Kari Jordan as Chairman and Kati ter Horst as Vice Chairman. New member Petter Söderström would join, with a note that he is independent of the company but not of major shareholder Solidium Oy. The board members' annual remuneration will rise, with specific increases detailed for each position and 40% paid in company shares. Meeting fees will remain unchanged.

Positive

• Proposed increase in annual remuneration for the Board of Directors, indicating continued commitment to leadership compensation.
• Board composition remains strong with re-elections and the inclusion of experienced members, enhancing governance.

Negative

• Eeva Sipilä will not be re-elected, leading to potential concerns over continuity in board expertise.

HELSINKI, Dec. 2, 2021 /PRNewswire/ -- The Shareholders' Nomination Board of Outokumpu Oyj proposes to the Annual General Meeting 2022 that the meeting would decide on the number, composition and remuneration of the Board of Directors as follows:

Number and composition of the Board of Directors

The Shareholders' Nomination Board proposes that the Board of Directors would consist of eight (8) members and that of the current members of the Board of Directors Kari Jordan, Heinz Jörg Fuhrmann, Kati ter Horst, Päivi Luostarinen, Vesa-Pekka Takala, Pierre Vareille and Julia Woodhouse would be re-elected and that Petter Söderström would be elected as new member, 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 Kati ter Horst would be elected as the Vice Chairman of the Board of Directors.

Eeva Sipilä has informed the Shareholders' Nomination Board that she is no longer available for re-election to the Board of Directors.

The members of the Board of Directors proposed to be re-elected are independent of the company and its major shareholders. The new proposed Board member, Petter Söderström, is independent of the company but not of one of its major shareholders, Solidium Oy. Further information of the proposed new Board member can be found in the attachment of this release.

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. 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 increased as follows:

• Chairman: EUR 169,000 (2021: EUR 163,000)
• Vice Chairman and the Chairman of the Audit Committee: EUR 93,500 (2021: EUR 91,600)
• Other members of the Board of Directors: EUR 72,500 (2021: EUR 71,100)

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, would be kept at the same level as during the previous term: EUR 600 per meeting for each member of the Board of Directors and EUR 1,200 when travelling to a meeting held outside the Board member's country of residence. The meeting fees are paid in cash.

The Shareholders' Nomination Board comprised Antti Mäkinen, Managing Director at Solidium Oy; Jouko Pölönen, President and CEO at Ilmarinen Mutual Pension Insurance Company; Pekka Pajamo, CFO at Varma Mutual Pension Insurance Company and Outi Antila, Director General at The Social Insurance Institution of Finland as well as Chairman of the Board of Directors Kari Jordan as an expert member.

For more information:                                                      

Investors: Linda Häkkilä, Head of Investor Relations, tel. +358 400 719 669

Media: Päivi Allenius, VP – Communications, tel. +358 40 753 7374

Outokumpu Oyj

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CV Petter Söderström ENG

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SOURCE Outokumpu Oyj

FAQ

What are the proposed changes for Outokumpu Oyj's Board of Directors for the 2022 AGM?

The Nomination Board proposes an eight-member Board with re-elections and one new member, along with an increase in remuneration.

Who is the new member proposed for Outokumpu Oyj's Board?

Petter Söderström is proposed as a new member, who is independent of the company but not of a major shareholder.

What is the proposed annual remuneration for the Chairman of Outokumpu Oyj's Board?

The proposed annual remuneration for the Chairman is EUR 169,000, up from EUR 163,000 in 2021.

Will the meeting fees for Outokumpu Oyj’s Board remain the same?

Yes, the meeting fees are proposed to remain unchanged at EUR 600 per meeting.

When will the changes to Outokumpu Oyj's Board take effect?

The proposed changes will take effect after the 2022 Annual General Meeting.