Annual Report 2010 - Outokumpu

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The Nomination Board
Based on a proposal by Solidium Oy (the Finnish State and Outokumpu's largest shareholder), the Outokumpu 2010
Annual General Meeting decided to establish a Nomination Board to prepare proposals on the composition of the Board
of Directors and director remuneration for the next General Meeting of Shareholders. The 2010 Annual General Meeting
also decided that the Nomination Board should consist of representatives of Outokumpu's three largest shareholders as
registered in the Finnish book-entry securities system on 1 November 2010, which accept the assignment, and that the
Chairman of the Board acts as an expert member of the Nomination Board.
Outokumpu's largest shareholders were determined on the basis of shareholdings registered in the Finnish book-entry
system. Holdings of a shareholder who, under the Finnish Securities Markets Act, has the obligation to disclose changes
in shareholdings, e.g. those divided between a number of funds (the flagging obligation), had however to be combined
provided that the owner would have presented a written request to that effect to the company's Board of Directors no
later than 29 October 2010.
Shareholder representatives on the Nomination Board were: Solidium Oy (the Finnish State), The Finnish Social
Insurance Institution, and Ilmarinen Mutual Pension Insurance Company. These shareholders chose the following
individuals as their representatives on the Nomination Board: Kari Järvinen, Managing Director of Solidium Oy, Liisa
Hyssälä, Director General of The Finnish Social Insurance Institution, and Harri Sailas, Chief Executive Officer of the
Ilmarinen Mutual Pension Insurance Company. Kari Järvinen was elected as Chairman of the Nomination Board and Ole
Johansson, Chairman of the Outokumpu Board of Directors, served as an expert member. The Nomination Board has
submitted its proposals regarding Board composition and director remuneration to Outokumpu's Board of Directors which
has incorporated these proposals into the notice announcing the 2011 Annual General Meeting of Shareholders.
Outokumpu Annual Report 2010 – Corporate Governance – Nomination Board