Shareholders' Nomination Committee
Outokumpu's 2007 Annual General Meeting decided to establish a Shareholders' Nomination Committee
to prepare proposals for the following General Meeting of Shareholders on the composition of the Board of
Directors and director remuneration.
The 2007 Annual General Meeting also decided that the Shareholders' Nomination Committee should consist
of the representatives of Outokumpu's four largest registered shareholders in the Finnish book-entry securities
system on November 1, 2007, which accept the assignment. The Chairman of Outokumpu's Board of Directors acts
as an expert member of the Committee.
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 31, 2007.
The representatives of the shareholders in the committee were: The Finnish State, The Finnish Social Insurance
Institution, Ilmarinen Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company.
These shareholders chose the following persons as their representatives on the Shareholders' Nomination
Committee: Jarmo Väisänen, Senior Financial Counsellor, Prime Minister's Office (Th e Finnish State);
Jorma Huuhtanen, Director General (The Finnish Social Insurance Institution); Jussi Laitinen, Chief Investment
Officer (Ilmarinen) and Matti Vuoria, President & CEO (Varma).
The Chairman of Outokumpu's Board served as an expert member and Jarmo Väisänen as the Chairman
of the Committee. The Committee submitted its proposals on Board composition and director remuneration
to the Board of Directors. The Outokumpu Board incorporated these proposals into the notice announcing
the 2008 Annual General Meeting of Shareholders.