Resolutions of Outokumpu’s Annual General Meeting 2026

 

Resolutions of Outokumpu’s Annual General Meeting 2026

Outokumpu’s Annual General Meeting 2026 was held today on March 26, 2026 in the Congress Wing of Finlandia Hall, in Helsinki, Finland. The Annual General Meeting supported all of the proposals by the Board of Directors and the Shareholders’ Nomination Board.

The Annual General Meeting approved the financial statements and discharged the Board of Directors and the CEO of the company from liability for the financial year 2025. The Annual General Meeting decided that a dividend of 0.13 euros be paid for the financial year 2025, in two instalments. The Annual General Meeting also authorized the Board of Directors to repurchase the company’s own shares and to decide on the issuance of shares as well as special rights entitling to shares. In addition, the Annual General Meeting approved the proposals by the Shareholders’ Nomination Board regarding the members of the Board of Directors and their remuneration.

Financial statements and liability

The Annual General Meeting adopted the parent company’s and the Group’s financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2025.

Dividend

The Annual General Meeting decided that a dividend of, in total, EUR 0.13 per share be paid based on the balance sheet adopted for the financial year ended on December 31, 2025. The dividend will be paid in two instalments.

The first instalment of EUR 0.06 per share will be paid to shareholders who on the record date of the first dividend instalment March 30, 2026 are registered in the company’s shareholders' register held by Euroclear Finland Oy. The first dividend instalment will be paid on April 8, 2026.

The second instalment of EUR 0.07 per share will be paid to shareholders who on the record date of the second dividend instalment October 15, 2026 are registered in the company’s shareholders' register held by Euroclear Finland Oy. The second dividend instalment will be paid on October 22, 2026.

Remuneration report and remuneration policy

The Annual General Meeting approved the remuneration report for the governing bodies for 2025. The resolution of the Annual General Meeting on the approval of the remuneration report is advisory.

The remuneration policy must be presented to the Annual General Meeting at least every four years or every time material changes are made to the policy. The company’s remuneration policy for the governing bodies was last presented to the Annual General Meeting in 2024. The Annual General Meeting supported the remuneration policy. The resolution of the Annual General Meeting on this matter is advisory.

The Board of Directors

In accordance with the proposal by the Shareholders’ Nomination Board, the Annual General Meeting decided that the Board of Directors consist of ten (10) members. The Annual General Meeting re-elected Hilde Merete Aasheim, Heinz Jörg Fuhrmann, Olavi Huhtala, Kari Jordan, Päivi Luostarinen, Jyrki Mäki-Kala, Petter Söderström and Julia Woodhouse and elected Timo Ritakallio and Jenni Lukander as new members, all for the term of office ending at the end of the next Annual General Meeting. The Annual General Meeting also re-elected Kari Jordan as the Chairman and elected Timo Ritakallio as the Vice Chairman of the Board of Directors.

In accordance with the proposal by the Shareholders’ Nomination Board, the Annual General Meeting decided that the annual remuneration of the Board of Directors will remain unchanged: EUR 186,000 for the Chairman of the Board of Directors,  EUR 100,000 for the the Vice Chairman of the Board of Directors, the Chairman of the Audit Committee or the Chairman of the Remuneration Committee and EUR 77,000 for the other members of the Board of Directors.

40% of the annual remuneration will be paid in the company’s own shares using treasury shares or shares to be purchased from the market at a price formed in public trading and in accordance with the applicable insider regulations. If a Board member, on the date of the Annual General Meeting, owns shares of the company that, based on the closing price of that day, represent a value exceeding the annual remuneration, he or she can opt to receive the remuneration fully in cash.

In accordance with the proposal by the Shareholders’ Nomination Board, the Annual General Meeting decided that the meeting fees, which are paid also for the Board Committee meetings, will remain unchanged: EUR 800 per meeting for each member of the Board of Directors and EUR 1,600 when travelling to a meeting held outside the Board member’s country of residence. The meeting fees are paid in cash.

Auditor and sustainability reporting assurance provider

The Annual General Meeting elected PricewaterhouseCoopers Oy as the auditor as well as the sustainability reporting assurance provider for the term of office ending at the end of the next Annual General Meeting. The auditor and sustainability reporting assurance provider will be reimbursed in accordance with the respective invoice approved by the company.

Authorization to resolve on the repurchase of the company’s own shares

The Annual General Meeting authorized the Board of Directors to resolve to repurchase a maximum of 47,000,000 of Outokumpu’s own shares, currently representing approximately 9.94% of Outokumpu’s total number of registered shares. The own shares may be repurchased pursuant to the authorization only by using unrestricted equity. The price payable for the shares shall be based on the price paid for the company’s shares on the day of repurchase in public trading or otherwise at a price formed on the market.

Based on the authorization, the Board of Directors resolves how the own shares will be repurchased. The own shares may be repurchased in deviation from the proportional shareholdings of the shareholders (directed repurchase). Shares may also be acquired outside public trading. In executing the repurchase of the company’s shares, derivative, share lending, or other agreements that are customary within the framework of capital markets may take place in accordance with legislative and regulatory requirements. The repurchased own shares may be held by the company, cancelled, or transferred further. The aggregate number of the company’s own shares held by Outokumpu and its subsidiaries may not, however, exceed 10% of the total number of the company's shares. The authorization will be in force until the end of the next Annual General Meeting, however expiring at the latest on June 30, 2027. On the date of the Annual General Meeting on March 26, 2026, Outokumpu holds 1,639,116 own shares.

Authorization to resolve on the issuance of shares as well as special rights entitling to shares

The Annual General Meeting authorized the Board of Directors to resolve to issue a maximum of 47,000,000 shares in one or several instalments through a share issue and/or by issuing special rights entitling to shares, as specified in Chapter 10, Section 1, of the Finnish Limited Liability Companies Act, not however option rights to Outokumpu’s management and personnel for incentive purposes. 47,000,000 shares currently represent approximately 9.94% of Outokumpu’s total number of registered shares.

Based on the authorization, the Board of Directors resolves upon all other terms and conditions of the share issue and of the issue of special rights entitling to shares. The Board of Directors has the authority to resolve the issue of shares and special rights in deviation of the pre-emptive subscription right of the shareholders (directed issue). The authorization covers both the issuance of new shares and the transfer of treasury shares held by the company. The authorization is valid until the end of the next Annual General Meeting, however expiring at the latest on June 30, 2027.

Amendment of the charter of the Shareholders’ Nomination Board

In accordance with the proposal by the Shareholders’ Nomination Board, the Annual General Meeting decided to amend the charter of the Shareholders’ Nomination Board that the largest shareholders of the Company would be determined on the basis of the ownership situation in the shareholders’ register on the “first business day of June” instead of the “first business day of August” of each year.

Minutes of the meeting

The minutes of the Annual General Meeting will be available at http://www.outokumpu.com/en/agm2026 as of April 9, 2026, at the latest.

For more information

Investors: Johan Lindh, VP – Investor Relations, tel. +358 40 837 3994

Media: Päivi Allenius, SVP – Communications and Public Affairs, tel. +358 40 753 7374 or Outokumpu media desk, tel. +358 40 351 9840, e-mail: media(at)outokumpu.com