OUTOTEC OYJ STOCK EXCHANGE RELEASE JANUARY 13, 2014 at 9.00 AM
Outotec's Nomination Board's proposal for composition and remuneration of the Board of Directors
Composition of the Board of Directors
Outotec's Nomination Board proposes to the Annual General Meeting on March 31, 2014 that the current members of the Board of Directors, Matti Alahuhta, Eija Ailasmaa, Tapani Järvinen, Anja Korhonen, Hannu Linnoinen, Timo Ritakallio and Poju Zabludowicz be re-elected as members of the Board for the term ending at the closure of the Annual General Meeting of 2015. The Nomination Board also proposes that Björn Rosengren to be elected as a new member of the Board.
Björn Rosengren, born 1959, Master of Science (Mechanical Engineering), is currently President and CEO of Wärtsilä Corporation. Prior to his current position Mr. Rosengren was heading Atlas Copco Mining and Construction business and was Senior Executive Vice President of Atlas Copco Group. Mr Rosengren has more than 20 years experience in leading global industrial and mining industry organizations.
The Nomination Board proposes that the Annual General Meeting resolves to elect Matti Alahuhta as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2015.
All candidates have given their consent to the election. More information on the nominee is available on the company's website at www.outotec.com/agm.
Remuneration of the Board of Directors
Outotec's Nomination Board further proposes to the Annual General Meeting on March 31, 2014 that the remuneration of the Board of Directors remain unchanged and the members of the Board of Directors be paid the following annual remuneration: EUR 72,000 for Chairman of the Board of Directors and EUR 36,000 for the other members of the Board of Directors each, as well as an additional EUR 12,000 for both Vice Chairman of the Board, and Chairman of the Audit and Risk Committee; and that the members of the Board each be paid EUR 600 for attendance at each board and committee meeting as well as be reimbursed for direct costs arising from board work.
Of the annual remuneration, 60% would be paid in cash and 40% in the form of Outotec Oyj shares, which would be acquired to the members from the stock exchange, within one week upon the AGM 2013 date, in amounts corresponding to EUR 28,800 for Chairman, EUR 19,200 for Vice Chairman and Chairman of the Audit and Risk Committee each, and EUR 14,400 for each of the other members. The part of the annual fee payable in cash corresponds to the approximate sum necessary for the payment of the income taxes on the annual remuneration and would be paid no later than 30 April 2014. The annual fees shall encompass the full term of office of the Board of Directors. The attendance fee shall be paid in cash.
The Nomination Board comprises three members nominated by the largest shareholders, and Chairman of the Board of Directors. The largest shareholders of the company were determined on the basis of the shareholdings registered in the Finnish book-entry systems on October 1, 2013.
The composition of the Shareholders' Nomination Board preparing the proposal for AGM 2014 is the following:
- Kari A.J. Järvinen, Chairman (Solidium Oy)
- Harri Sailas (Ilmarinen Mutual Pension Insurance Company)
- Poju Zabludowicz (Tamares Nordic Investments B.V.)
- Matti Alahuhta ( Chairman of The Board of Directors)
For further information please contact:
Mikko Puolakka, CFO
Tel. +358 20 529 2002
NASDAQ OMX Helsinki