Outokumpu Corporation
Stock exchange release
January 19, 2025 at 10.00 am EET
Outokumpu - Proposals of the Shareholders' Nomination Board to the Annual
General Meeting 2026
The Shareholders' Nomination Board of Outokumpu Corporation proposes to the
Annual General Meeting 2026 that the meeting would decide on the composition and
remuneration of the Board of Directors as well as the charter of the
Shareholders' Nomination Board as follows:
Composition of the Board of Directors
The Shareholders' Nomination Board proposes that the Board of Directors would
consist of 10 members or, if one or more of the candidates proposed are
unavailable, a correspondingly smaller number.
The Nomination Board proposes that the current members of the Board of Directors
Hilde Merete Aasheim, Heinz Jörg Fuhrmann, Olavi Huhtala, Kari Jordan, Päivi
Luostarinen, Jyrki Mäki-Kala, Petter Söderström and Julia Woodhouse would be re
-elected, and that Timo Ritakallio and Jenni Lukander would be elected as new
members, all for the term of office ending at the end of the next Annual General
Meeting. The Nomination Board also proposes that Kari Jordan would be re-elected
as the Chairman and Timo Ritakallio elected as the Vice Chairman of the Board of
Directors.
Each of the proposed Board members has consented to their respective appointment
and confirmed that they are independent of the company and its major
shareholders excluding Petter Söderström, who is independent of the company but
not of one of its major shareholders, Solidium Oy. Further information of the
proposed new Board members can be found in the attachments.
The Nomination Board has considered the composition of the Board of Directors as
to its overall structure as well as the individual members' versatile and
mutually complementary professional expertise and experience as well as
succession planning needs of the Board. The Nomination Board therefore proposes
that the Board of Directors is elected as a whole, not each Board member
individually.
Remuneration of the Board of Directors
The Shareholders' Nomination Board proposes that the annual remuneration of the
Board of Directors would be kept at the same level as during the previous term -
for the Chairman at EUR 186,000, for the Vice Chairman of the Board of Directors
at EUR 100,000, for the Chairman of the Audit or Remuneration Committee to EUR
100,000 (if not simultaneously acting as the Chairman of Vice Chairman of the
Board) as well as for the other members of the Board of Directors at EUR 77,000.
40% of the annual remuneration would 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, which based on the closing price of that day represent a value
exceeding the annual remuneration, he or she can opt to receive the remuneration
in cash.
The Shareholders' Nomination Board proposes that the meeting fees, which would
be paid also for the Board Committee meetings, will remain unchanged at EUR 800
per meeting for each member of the Board of Directors and at EUR 1,600 when
travelling to a meeting held outside the Board member's country of residence.
The meeting fees are paid in cash.
Charter of the Shareholders' Nomination Board
The charter of the Shareholders' Nomination Board, adopted by the Annual General
Meeting, regulates the nomination and composition, and defines the tasks and
duties of the Nomination Board. The Nomination Board proposes 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.
The Shareholders' Nomination Board comprises Matts Rosenberg, CEO of Solidium
Oy; Pekka Pajamo, Senior Vice-President, CFO, Finance and Internal Services of
Varma Mutual Pension Insurance Company; Esko Torsti, Head of Alternative
Investments of Ilmarinen Mutual Pension Insurance Company; Lasse Lehtonen,
Director General of the Social Insurance Institution of Finland, and Kari
Jordan, Chairman of the Board of Directors of Outokumpu. As of December 8[th],
2025 Kari-Pekka Mäki-Lohiluoma, Deputy Director General of the Social Insurance
Institution of Finland has substituted Lasse Lehtonen.
For more information:
Investors: Johan Lindh, VP, Investor Relations, tel. +358 40 837 3994
Media: Päivi Allenius, SVP - Brand, Communications and Public Affairs, tel. +358
40 753 7374 or Outokumpu media desk, tel. +358 40 351 9840
Outokumpu Corporation
Outokumpu is accelerating the green transition as the global leader in
sustainable stainless steel. Our business is based on the circular economy: our
products are made from 95% recycled materials, which we then turn into fully
recyclable stainless steel. This steel is utilized in various applications
across society, including infrastructure, mobility, and household appliances. We
are committed to 1.5°C target to mitigate climate change, and with up to 75%
lower carbon footprint than the industry average, we support our customers to
reduce their emissions. Together, we are working towards a world that lasts
forever. Outokumpu Corporation employs approximately 8,700 professionals in
close to 30 countries, with headquarters in Helsinki, Finland and shares listed
in Nasdaq Helsinki. Read more: www.outokumpu.com