In 2014, Outokumpu had an Annual General Meeting and two Extraordinary General Meetings, of which in February the first was to decide upon a rights issue and another one in June on a reverse split.
General meetings 2014
Extraordinary General Meeting in June
The Extraordinary General meeting decided that the number of shares in Outokumpu be reduced without reducing the share capital by merging each twenty five (25) shares to one (1) share by means of a reverse share split. The purpose of merging the shares is to increase the value of individual shares and therefore to facilitate trade in said shares and improve the efficiency of the price setting of the share. The reverse share split shall be carried out by redeeming from every shareholder without compensation a number of shares equal to the outcome of multiplying the number of shares on each book-entry account on June 19, 2014, the date of the reverse split, by a coefficient of 24/25. In order to avoid share fractions, the number of shares redeemed from each shareholder shall be, if needed, rounded up to the nearest whole share. The number of shares shall be determined separately for each book-entry account. The redemption shall be carried out without compensation, except for the compensation paid as a result of the rounding up referred to in Chapter 15, Section 9 of the LLCA. In carrying out this procedure, no action is required on the part of the shareholders.
Read more about reverse split.
EGM June 2014 materials
Annual General Meeting 2014
Outokumpu Oyj held its Annual General Meeting on April 14, 2014 in Espoo, Finland. The Annual General Meeting approved the financial statements and discharged the management of the company from liability for the financial year 2013. The Meeting decided that no dividend be paid for 2013 and approved the proposals regarding the authorization to the Board of Directors to repurchase the company’s own shares and to decide on the issuance of shares as well as other special rights entitling to shares.
Extraordinary General Meeting in February
Outokumpu’s Extraordinary General Meeting, held on February 14, 2014 approved the proposal regarding authorization to the Board of Directors to decide on a share issue.
The Extraordinary General Meeting authorized the Board of Directors to undertake a share issue for consideration in which shareholders have the right to subscribe for new shares in proportion to their existing holdings of the shares of the company. The Board of Directors has the right to decide upon the offering to parties determined by the Board of Directors of any shares that may remain unsubscribed for pursuant to the shareholders’ pre-emptive subscription right. A maximum number of 65 000 000 000 new shares may be issued in the share issue. The Board of Directors is authorized to determine the other terms and conditions of the share issue. The share issue authorization of the Board of Directors shall be in force until December 31, 2014 and it does not revoke the share issue authorization given by the Annual General Meeting on March 18, 2013.