Notice of Annual General Meeting - Outokumpu's ...

STOCK EXCHANGE RELEASE
February 3, 2009 at 1.15 pm

The Board of Directors of Outokumpu Oyj has today decided to convene
an Annual General Meeting of shareholders that will be held on
Tuesday, March 24, 2009 at 1.00 pm EET in Marina Congress Center, in
Helsinki, Finland.

Notice of Annual General Meeting

Notice is given to the shareholders of Outokumpu Oyj of the Annual
General Meeting to be held on Tuesday, March 24, 2009 at 1.00 pm EET
in Marina Congress Center, address: Katajanokanlaituri 6, 00160
Helsinki, Finland.

Registration for attendance and distribution of voting slips will
commence at 12.00 pm EET.

The Meeting shall address the items prescribed in Article 13 of the
Articles of Association as belonging to the Annual General Meeting
and additional matters as follows:

1. Presentation of the Annual Accounts and the report of the Board of
Directors

Review by the Chief Executive Officer.

2. Presentation of the auditor's report

3. Approval of the Annual Accounts

4. Deciding the use of the profit shown on the balance sheet and
payment of dividend

The Board proposes to the Annual General Meeting a dividend of EUR
0.50 per share for the year 2008. The dividend will be paid to
shareholders registered in the shareholders' register maintained by
the Finnish Central Securities Depository Ltd. on the record date
March 27, 2009. The Board proposes that the dividend be paid on April
3, 2009.

5. Granting discharge from liability to the members of the Board of
Directors and the Chief Executive Officer

6. Deciding of remuneration for the members of the Board of Directors
and the auditors

The Shareholders' Nomination Committee formed at the Annual General
Meeting in 2008, jointly representing shareholders with 43.3% of the
voting power of all shareholders at the time when the Committee
started its work, proposes to the Annual General Meeting that the
remuneration for the members of the Board elected at the Annual
General Meeting for the term ending at the close of the Annual
General Meeting in 2010 will remain unchanged and as follows: annual
remuneration of EUR 70 000 for the Chairman, EUR 43 000 for the Vice
Chairman and EUR 34 000 for the other members. Additionally a meeting
fee of EUR 600 per meeting for each member of the Board. The meeting
fee is paid separately for each meeting and committee meeting of the
Board. The meeting fee is double for non-Finnish members of the
Board.

The two largest shareholders of the Company, Solidium Oy and the
Social Insurance Institution of Finland, jointly representing
approximately 39.18% of the voting power of all shareholders, propose
to the Annual General Meeting that the elected auditor be reimbursed
in accordance with the auditor's invoice.

7. Election of the Chairman, the Vice Chairman and other members of
the Board of Directors and the auditors

The Shareholders' Nomination Committee proposes to the Annual General
Meeting that the number of Board members be eight and that Evert
Henkes, Ole Johansson, Jarmo Kilpelä, Victoire de Margerie, Anna
Nilsson-Ehle, Leena Saarinen and Anssi Soila of the current members
be re-elected and Jussi Pesonen be elected as a new member, for the
term ending at the close of the Annual General Meeting in 2010. The
Committee proposes that Ole Johansson  be elected as the Chairman and
Anssi Soila  as the Vice Chairman of the Board.

The two largest shareholders of the Company, Solidium Oy and the
Social Insurance Institution of Finland, propose to the Annual
General Meeting that KPMG Oy Ab be elected as the auditor for the
Company for the term ending at the close of the Annual General
Meeting in 2010.

8. Formation of a shareholders' nomination committee

The Company 's largest shareholder Solidium Oy, a company
wholly-owned by the Finnish state, proposes that the Annual General
Meeting resolves to form a nomination committee to prepare proposals
on the composition and remuneration of the Board to the next Annual
General Meeting. According to the proposal, representatives of the
three largest shareholders are elected to form the nomination
committee. The Chairman of the Board and a Board member, independent
of the major shareholders and nominated by the Board, are elected as
expert members to the 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 2, preceding the next 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 the Company
no later than on October 30, 2009. The nomination committee is
convened by the Chairman of the Board and the committee shall elect a
chairman from among its members. The nomination committee shall
submit its proposals to the Board latest on February 1, preceding the
Annual General Meeting.

9. Authorization to the Board of Directors to resolve to repurchase
the Company's own shares

The Board proposes that the Annual General Meeting authorize the
Board to resolve to repurchase a maximum of 18 000 000 of the
Company's own shares (treasury shares), which currently represent
approximately 9.92% of the total number of the Company's registered
shares. The own shares may be repurchased pursuant to the
authorisation only by using unrestricted equity. The price payable
for the shares shall be based on the price of the Company's shares in
public trading. The Board is authorized to decide how the own shares
will be repurchased. The own shares may be repurchased in deviation
from the proportional shareholdings of the shareholders (directed
repurchase). The authorization is valid until the next Annual General
Meeting, however no later than May 31, 2010.

10. Authorization of the Board of Directors to resolve to issue
shares and grant special rights entitling to shares

The Board proposes that the Annual General Meeting authorize the
Board to resolve to issue a maximum of 36 000 000 shares through
share issue and/or by granting of special rights entitling to shares,
as specified in Chapter 10, Section 1, of the Finnish Companies Act,
excluding option rights to the Company's management and personnel
under an incentive plan. Through the share issue and/or by granting
special rights entitling to shares, a maximum of 18 000 000 new
shares may be issued, which currently represents approximately 9.92%
of the Company's total number of registered shares, and additionally
a maximum of 18 000 000 treasury shares may be transferred, which
currently represents approximately 9.92% of the Company's total
number of registered shares. The Board resolves upon all other terms
and conditions of the share issue and of the issue of special rights
entitling to shares. The Board shall have the authority to resolve
upon the issue of shares and special rights in deviation of the
pre-emptive subscription right of the shareholders (directed issue).
The authorization is valid until the next Annual General Meeting,
however no later than May 31, 2010.

Documents of the Annual General Meeting

Outokumpu's 2008 Annual Accounts bulletin, copies of the proposals
mentioned above, proposed agenda of the Annual General Meeting and
CV's of the proposed Board members are available on the Company's
website at www.outokumpu.com/agm and at the Company's head office,
address Riihitontuntie 7 B, 02200 Espoo. Outokumpu's Annual Report
2008, which includes the Company's 2008 annual accounts, the Board's
business review and the auditor's report, will be published and
available as mentioned above in week 10. The proposals of the Board,
proposed agenda and the 2008 annual accounts are also available at
the meeting. Copies of these documents and of this notice will be
sent to the shareholder upon request.

Right to attend and registration

In order to attend the Annual General Meeting a shareholder must be
registered in the Company's shareholders' register maintained by the
Finnish Central Securities Depository Ltd. on Friday, March 13, 2009.
Nominee-registered shareholders, who wish to attend the Annual
General Meeting, should temporarily re-register the shares under
their own name in the shareholders' register. Such re-registrations
must be effective on Friday, March 13, 2009 at the latest. In order
to arrange a temporary re-registration, nominee-registered
shareholders should contact their bank or other custodian.

Shareholders, who wish to attend the Annual General Meeting, must
notify the Company in advance either on the Company's website at
www.outokumpu.com/agm, by e-mail to [e-mail], by fax to +358
9 421 2223, by letter to the address Outokumpu Oyj, Share Register,
P.O. Box 140, FIN-02201 Espoo, Finland or by telephone to +358 9 421
5519 during weekdays at 12.00 - 4.00 pm EET, or in person at the
Company's head office at Riihitontuntie 7 B, 02200 Espoo. The Company
will start to receive notifications as from Tuesday, March 3, 2009.
The notice to attend must arrive at the Company on Tuesday, March 17,
2009 at 4.00 pm EET at the latest.

A shareholder may participate in the Annual General Meeting and
exercise his/her rights at the meeting
by way of proxy representation. Shareholders who wish to vote by
proxy should inform the Company thereof when giving notice to attend
and submit their proxies to the Company within the notification
period.

Espoo, February 3, 2009

Outokumpu Oyj

Board of Directors

OUTOKUMPU OYJ Corporate Management


Ingela Ulfves
Vice President - Investor Relations and Financial Communications
tel. [phone], mobile [phone]
e-mail: [e-mail]
www.outokumpu.com


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