Outokumpu’s Annual General Meeting 2008 decided, based on a proposal by the Company’s largest shareholder, the Finnish State, 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 Annual General Meeting 2008 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 3, 2008, who 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 bookentry 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, 2008.
The representatives of the shareholders in the committee were: The Finnish State, The Finnish Social Insurance Institution, Ilmarinen Mutual Pension Insurance Company and OP-Delta Mutual Fund. These shareholders chose the following persons as their representatives on the Shareholders’ Nomination Committee: Jarmo Väisänen, Senior Financial Counsellor, Prime Minister's Office (The Finnish State); Jorma Huuhtanen, Director General (The Finnish Social Insurance Institution); Harri Sailas, Chief Executive Officer (Ilmarinen Mutual Pension Insurance Company) and Reijo Karhinen, Executive Chairman, OP-Pohjola Group (OP-Delta Mutual Fund).
The Chairman of Outokumpu's Board Ole Johansson 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 has incorporated these proposals into the notice announcing the Annual General Meeting of Shareholders 2009.