Outokumpu Oyj - Company Announcement

Outokumpu – Commencement of plan 2017-2019 of the share-based incentive programs and delivery of first reward tranche in CEO’s share-based incentive program

OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
December 20, 2016 at 4.00 pm EET


As part of the long-term incentive programs for key employees in Outokumpu, the
Board of Directors has approved the commencement of the sixth plan, plan
2017-2019, of the Performance Share Plan 2012 and the Restricted Share Pool
2012. Furthermore, the Board approved the delivery of the first reward share
tranche of the CEO’s Matching Share Plan, which was announced on December 17,
2015. 

Performance Share Plan 2012, plan period 2017–2019

The Performance Share Plan 2012, approved by the Board of Directors in 2012, is
part of the remuneration and commitment program for the Outokumpu key
management and it offers a possibility to receive Outokumpu shares as a
long-term incentive, provided that the criteria set by the Board for each
earning period are met. The Performance Share Plan consists of annually
commencing individual plans. Each plan contains a three-year earning period
after which, if the earnings criteria are met, share rewards will be delivered
to the participants. 

The Board of Directors has now approved the commencement of the sixth plan
2017-2019 of the Performance Share Plan 2012. Plan period 2017-2019 commences
at the beginning of 2017 with the share rewards distributed in spring 2020. The
earning criterion applied for the plan measures Outokumpu's profitability and
the efficiency with which its capital is employed compared to a peer group. 

The Board of Directors has approved that at the maximum 150 key employees may
participate in the plan 2017–2019. The maximum number of gross shares (taxes
included) that can be allocated is 2,900,000 from which applicable taxes will
be deducted. The remaining net value will be delivered to the participants in
Outokumpu shares, if the performance criteria set by the Board are met. 

Restricted Share Pool 2012, plan period 2017-2019

The Restricted Share Pool program 2012 that the Board of Directors of Outokumpu
approved in 2012 enables long-term rewarding of selected employees of the
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 of Directors has now approved the commencement of the sixth plan
2017-2019 of the Restricted Share Pool. Plan period 2017–2019 commences at the
beginning of 2017 with the share rewards distributed in spring 2020. Restricted
share grants are approved annually by the CEO with the exception of allocations
to any Leadership Team members, which require Board approval. The maximum
number of shares that may be allocated within the sixth plan 2017–2019 is
150,000 gross shares from which applicable taxes will be deducted, and the
remaining net value will be delivered to the participants in Outokumpu shares. 

Matching Share Plan of the CEO

In December 2015 the Board of Directors approved a Matching Share Plan for the
CEO, according to which Roeland Baan is entitled to receive in total 1,157,156
gross shares including taxes on the condition that he personally invests EUR 1
million into Outokumpu shares by February 20, 2016. The matching shares will be
delivered in four equal installments in the end of 2016, 2017, 2018 and 2019,
respectively. 

The Board of Directors has approved the delivery of the first reward share
tranche to the CEO. After deduction for applicable taxes, the net number of
shares delivered to the CEO by the end of December 2016 will be 185,077. The
CEO is required to keep at least all the shares he has acquired and the first
matching share tranche throughout his service with Outokumpu. 

Other terms

According to the share ownership requirement applied in Outokumpu, the members
of the Outokumpu Leadership Team are required to own Outokumpu shares received
under incentive programs corresponding to the value of their annual gross base
salary. Half of the net shares received from these programs must be used to
fulfil this requirement. The CEO is required to keep at least all the shares he
invests and the first vesting portion, i.e. 25% of the net amount of the
received matching shares throughout his service with Outokumpu. 

For more information:

Investors: Tommi Järvenpää, tel. +358 9 421 3466, mobile +358 40 576 0288

Media: Corporate communications, tel. +358 9 421 3840

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 11,000 professionals
in more than 30 countries, with headquarters in Helsinki, Finland and shares
listed in Nasdaq Helsinki. 
www.outokumpu.com      outokumpu.com/stainless-news     
choosestainless.outokumpu.com

Attachments:

PSP RSP CEO 20122016 ENG.pdf