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 the share capital, decisions on dividends, the elections of the Board of Directors and the auditors, 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 has an obligation to convene an Extraordinary General Meeting in the event that 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 on May 31 each year at the latest.

In order to participate in the general meeting of shareholders, a shareholder must so inform the company before the end of the registration period stated in the invitation to the general meeting of shareholders, which cannot be earlier than ten days before the general meeting of shareholders and must not fall on a Sunday, Saturday, Midsummer Eve, Christmas Eve or other public holiday. Additionally, what is stated in the Finnish Companies Act concerning entitlement to participate in the general meeting of shareholders 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 annual general meeting of shareholders may be held in Helsinki or Vantaa.

Under the Companies Act, each shareholder has the right to have a matter included on the agenda of a General Meeting of Shareholders, 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 General Meeting of Shareholders is issued.

According to the company’s Articles of Association, the company has only one class of shares, all shares thus having equal voting power. The Chairman of the Board of Directors, the CEO and a sufficient number of directors shall attend the General Meeting.  

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
%
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.

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