General meetings

In accordance with the Finnish Companies Act, the Annual General Meeting of Shareholders (AGM) is the highest decision-making body of Outotec Oyj. The Act provides that certain important decisions, such as amendments to the Articles of Association, approval of the Financial Statements, increasing or decreasing share capital and decisions on dividends as well as the election of the Board of Directors and the auditor of the company, are the exclusive domain of the AGM.

In accordance with the Finnish Companies Act, the Annual General Meeting of Shareholders (AGM) is the highest decision-making body of Outotec Oyj. The Act provides that certain important decisions, such as amendments to the Articles of Association, approval of the Financial Statements, increasing or decreasing share capital and decisions on dividends as well as the election of the Board of Directors and the auditor of the company, are the exclusive domain of the AGM.

The Board of Directors has the authority to convene the AGM. The Board of Directors may decide to convene the AGM on its own initiative, but it has an obligation to convene an Extraordinary General Meeting (EGM) if either the company’s auditor or shareholders holding at least ten (10) percent of all the shares in the company so request. The AGM convenes once a year and is held annually at the latest on May 31.

In order to participate in the AGM, a shareholder must inform the company before the end of the registration period stated in the invitation to the AMG, which cannot be earlier than ten days before the AGM and must not fall on a Saturday, Sunday or a public holiday. Additionally, what is stated in the Finnish Companies Act concerning entitlement to participate in the AGM must be taken into consideration after the company’s shares have been entered into the book-entry securities system. In addition to the company's domicile Espoo, the AGM may be held in Helsinki or Vantaa.

Under the Companies Act, each shareholder has the right to have a matter included in the agenda of an AGM, provided that a written request to that effect has been presented to the Board of Directors in sufficient time before a notice of meeting for the AGM is issued.

At the Annual General Meeting, the following shall be presented:

1. the Financial Statements of the Company, which also include the Financial Statements of the Group, and the Annual Reports and

2. the Auditor's reports

resolved:


3. approval of the Financial Statements of the Company, which also include the approval of the Financial Statements of the Group;
4. any measures justified by the profit indicated by the confirmed balance sheet, as well as the date at which any possible dividend is payable to the shareholders;
5. releasing the Members of the Board of Directors and the Managing Director from liability;
6. the number of Members of the Board of Directors;
7. the remuneration to the Chairman, Vice Chairman and other Members of the Board of Directors and the remuneration to the Auditors;
8. any other matters submitted to the General Meeting by the Board of Directors, Auditor or shareholders sufficiently in advance so that the matter can be included in the notice convening the meeting; and
9. any other matters specified in the notice convening the meeting,

and elected:


10. the Chairman, Vice Chairman and other Members of the Board of Directors as appropriate, and
11. Auditor.

Shares represented in Outotec's AGM

Year Outotec's total shares Shares represented
in the AGM
%
2019 183,121,492 91,613,522 50
2018 183,121,492 94,330,149 52
2017 183,121,492 102,248,462 56
2016 183,121,492 85,376,444 47
2015 183,121,492 98,514,509 54
2014 183,121,492 92,558,695 51
2013 45,780,373 21,044,185 46
2012 45,780,373 24,101,654 53
2011 45,780,373 17,689,160 39
2010 45,780,373 12,760,390 28
2009 42,000,000 13,356,178 32
2008 42,000,000 19,819,211 47
2007 42,000,000 11,453,185 27

Related material

Here you can find the documents related to Outotec's Annual General Meetings.

2019

Notice to the Annual General Meeting
Resolutions of the Annual General Meeting
Minutes of the meeting
The CEO's review

2018

Notice to the Annual General Meeting
Resolutions of the Annual General Meeting
Minutes of the Meeting
The CEO's review

2017

Notice to the Annual General Meeting
Resolutions of the Annual General Meeting
Minutes of the Meeting
The CEO's review

2016

Notice to the Annual General Meeting
Resolutions of the Annual General Meeting
Minutes of the Meeting
The CEO's review

2015

Notice to the Annual General Meeting
Resolutions of the Annual General Meeting
Minutes of the Meeting
The CEO's review

2014

Notice to the Annual General Meeting
Resolutions of the Annual General Meeting
Minutes of the Meeting
The CEO's review

2013

Notice to the Annual General Meeting
Resolutions of the Annual General Meeting
Minutes of the Meeting
The CEO's review

2012

Notice to the Annual General Meeting
Resolutions of the Annual General Meeting
Minutes of the Meeting
The CEO's review