Outokumpu – Share awards and earnings criteria of share-based plans

OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
February 12, 2015 at 9.30 am EET

Outokumpu’s Board of Directors has approved the results for the 2012–2014 period of Performance Share Plan 2012 and the earnings criteria to be applied to years 2015 and 2016 of the on-going plan 2014–2016. In addition, the Board of Directors has approved the share award to be paid based on plan 2012–2014 of the Restricted Share Pool program.

Performance Share Plan 2012, plan period 2012-2014

Performance Share Plan 2012 is a shared-based incentive plan approved by the Board of Directors of Outokumpu on January 31, 2012. It is part of the remuneration and commitment program for the key management of Outokumpu Group. Performance Share Plan 2012 consists of annually commencing individual Plans. Each Plan contains a three-year earnings period after which the share rewards will be delivered to the participants if the earnings criteria are met.

The first plan, plan 2012–2014, has now ended and the Board has approved the results of the plan. The criteria set for the plan were relative TSR (total shareholder return) performance compared to a peer group with 30% weight of the maximum reward and EBIT (earnings before interest and taxes) excluding non-recurring items for year 2012, EBITDA (earnings before interest, taxes, depreciation and amortization) for year 2013 and EBIT improvement for year 2014, altogether with a 70% weight of the maximum reward. Based on the achievement of the targets, the Board confirmed that the participants will receive 23.3% of the maximum number of shares as reward.

After deductions for applicable taxes, altogether 48.234 shares will be delivered to 69 persons by the end of April 2015, subject to uninterrupted employment until the share delivery. Outokumpu will use its treasury shares for the reward payment, which means that the total number of shares of the company will not change.

Performance Share Plan 2012, plan period 2014–2016

In April 2014, the Board of Directors confirmed the establishment of the third plan, plan 2014–2016, of the Performance Share plan 2012 and the earnings criteria applied to year 2014. The Board has now confirmed that the earnings criteria applied to year 2015 are EBIT (earnings before interest and taxes) excluding non-recurring items and Business Cash Flow in addition to which the earnings criteria include absolute ROCE (return on capital employed) in the end of 2016.

Restricted Share Pool, plan period 2012–2014

The Restricted Share Pool program is a share-based incentive program approved by The Board of Directors of Outokumpu on January 31, 2012. It is part of the remuneration and commitment program for selected key resources of Outokumpu Group. It consists of annually commencing individual plans, each with a three-year vesting period after which the allocated share rewards will be delivered to the participants provided that their employment with Outokumpu continues uninterrupted throughout the duration of the plan, until the shares are delivered.

The Board has approved that in total 14.350 shares will be delivered to three participants of plan 2012–2014 by the end of April 2015, subject to uninterrupted employment until the share delivery. Outokumpu will use its treasury shares for the reward payment, which means that the total number of shares of the company will not change.

Other terms

The aggregate reward of an individual participant under the above programs, together with other short-term and long-term incentives of the participant, may not exceed 200% of the participant’s annual base salary.

According to the share ownership requirement applied in Outokumpu, the members of the Outokumpu Leadership Team are obliged to own Outokumpu shares received under incentive programs corresponding to the value of their annual gross base salary. 50% of net shares received from the above programs must be used to fulfil the above ownership requirement.

For more information:

Investors: Johanna Henttonen, tel. +358 9 421 3804, mobile +358 40 530 0778

Media: Saara Tahvanainen, tel. +358 40 589 0223

Outokumpu Group



Outokumpu is a global leader in stainless steel. We create advanced materials that are efficient, long lasting and recyclable – thus building a world that lasts forever. Stainless steel, invented a century ago, is an ideal material to create lasting solutions in demanding applications from cutlery to bridges, energy and medical equipment: it is 100% recyclable, corrosion-resistant, maintenance-free, durable and hygienic. Outokumpu employs more than 12 000 professionals in more than 30 countries, with headquarters in Espoo, Finland and shares listed in Nasdaq Helsinki. www.outokumpu.com