Annual General Meeting 2010

Based on the proposal by the company's largest shareholder, Solidium Oy, wholly-owned by the Finnish State, to form a nomination committee, the 2010 Annual General Meeting resolved to form a nomination committee to prepare proposals on the composition and remuneration of the Board of Directors to the next Annual General Meeting.

The Chairman of the Board of Directors, elected as an expert member, and representatives of the three largest shareholders are elected to form the nomination committee. The right to nominate shareholder representatives lies with those three shareholders whose share of the voting power of all the shares of the company is the largest on November 1, preceding the Annual General Meeting. Should a shareholder not wish to use the nomination right, the right to nominate is transferred to the next largest shareholder.

The largest shareholders are determined based on their registered shareholdings in the Finnish book-entry system. However, holdings by a shareholder, who under the Finnish Securities Markets Act has the obligation to disclose changes in shareholdings (flagging obligation), e.g. divided into a number of funds, may be combined provided that the owner presents a written request to that effect to the Board of Directors of the company no later than on October 29, 2010.

Annual General Meeting 2009

Based on a proposal by Solidium Oy (the Finnish State), Outokumpu's largest shareholder, the Outokumpu 2009
Annual General Meeting decided to establish a Shareholders' Nomination Committee to prepare proposals on
the composition of the Board of Directors and director remuneration for the following General Meeting of Shareholders.
The 2009 Annual General Meeting also decided that the Shareholders' Nomination Committee should consist
of representatives of Outokumpu's three largest shareholders as registered in the Finnish book-entry securities
system on November 2, 2009, who accept the assignment. The Chairman and another member of the Outokumpu
Board of Directors act as expert members of the Committee.

Outokumpu's largest shareholders are determined on the basis of shareholdings registered in the Finnish book-entry
system. However, holdings of a shareholder who, under the Finnish Securities Markets Act, has the obligation to
disclose changes in shareholdings (the flagging obligation) which are divided among a number of funds, may be
combined provided that the owner presents a written request to that effect to the company's Board of Directors no
later than October 30, 2009.

Shareholder representatives on the committee were: Solidium Oy (the Finnish State), The Finnish Social Insurance
Institution, and Ilmarinen Mutual Pension Insurance Company. These shareholders chose the following persons
as their representatives on the Shareholders' Nomination Committee: Kari Järvinen, Chief Executive Officer
(Solidium Oy), Jorma Huuhtanen, Director General (The Finnish Social Insurance Institution) and Harri Sailas,
Chief Executive Officer (Ilmarinen Mutual Pension Insurance Company). Kari Järvinen was elected Chairman of
the Committee. Ole Johansson, Chairman of the Outokumpu Board of Directors and Board member
Evert Henkes served as expert members. The Committee submitted its proposals on Board composition
and director remuneration to the Board of Directors. The Outokumpu Board has incorporated these proposals into
the notice announcing the 2010 Annual General Meeting of Shareholders.

The nomination committee is convened by the Chairman of the Board of Directors and the committee shall elect a chairman from among its members. The Shareholders' Nomination Committee shall submit its proposals to the Board latest on February 1, preceding the Annual General Meeting.