Board authorisations
Board authorisation to decide to issue shares and grant special rights entitling to shares
The Annual General Meeting of Outokumpu authorised the Board of Directors on March 24, 2009 to decide to issue shares and grant special rights entitling to shares as detailed below.
Pursuant to the authorisation, the Board of Directors has the right to issue a maximum of 36 000 000 shares through one or several share issues or by granting special rights entitling to shares as specified in Chapter 10, Section 1 of the Finnish Companies Act, excluding option rights for Outokumpu management and personnel in accordance with an incentive plan.
Through the share issue and/or by granting special rights entitling to shares, a maximum of 18 000 000 new shares may be issued, which at the time of the Annual General Meeting represented approximately 9.92% of the total number of registered shares. In addition, a maximum of 18 000 000 treasury shares may be transferred, which at the time of the Annual General Meeting represented approximately 9.92% of the company's total number of registered shares.
The authorisation includes the right to decide on all other terms and conditions of the share issue and special rights entitling to shares, including the subscription price and to whom shares or special rights may be issued. The Board of Directors has the right to issue shares and special rights in deviation of the pre-emptive subscription right of shareholders.
The authorisation is valid until the next Annual General Meeting, however no later than until May 31, 2010. It has not been exercised by the Board.
Board authorisation to repurchase the company's own shares
The Annual General Meeting of Outokumpu authorised the Board of Directors on March 24, 2009 to repurchase the company's own shares (treasury shares).
The maximum number of shares to be repurchased is 18 000 000, which at the time of the Annual General Meeting represented approximately 9.92% of Outokumpu's total number of registered shares. Based on this and earlier authorisations, the company currently holds 1 040 888 of its own shares. The aggregate number of treasury shares held by the company and its subsidiaries may not, however, exceed 10% of the total number of registered shares.
The price payable for these shares shall be based on the prevailing price of Outokumpu's shares in public trading at the time of repurchase. The shares can be repurchased in deviation from the proportional shareholdings of current shareholders. The Board of Directors has the right to decide on other matters and measures related to repurchasing of the company's shares.
The authorisation is valid until the next Annual General Meeting, however no later than until May 31, 2010. It has not been exercised by the Board.