Outotec Oyj - Company Announcement

Outotec's management invests in the company's shares as part of the management incentive plan

 OUTOTEC OYJ  STOCK EXCHANGE RELEASE, MAY 21, 2010 AT 9.45 AM
Outotec's management invests in the company's shares as part of the management
incentive plan
The Board of Directors of Outotec has decided on a new share ownership plan
directed to the members of the Outotec Executive Board. The purpose of the plan
is to commit the members of the Executive Board to the company by encouraging
them to acquire and hold Outotec shares, and this way increase the company's
shareholder value in the long run. Through this incentive plan, the members of
the Executive Board personally invest a considerable amount of their own funds
in Outotec shares, financing their investments partly themselves and partly by a
loan provided by Outotec. The Executive Board members carry the actual owner
risk personally for the part of their personal investment in the plan.
For the purpose of the share ownership, the members of the Executive Board will
establish a limited company, whose entire share capital they own. The intention
of the company to be formed is to acquire Outotec shares from the market for a
maximum total of EUR 6,250,000. The acquisitions will be financed by capital
investments in the company to be formed by the members of the Executive Board,
in the maximum total amount of EUR 1,250,000 as well as by a loan provided by
Outotec. Some members will finance their capital investments in the company to
be formed by selling to the market the Outotec shares they currently hold. After
the plan has been implemented in full, the members of the Executive Board will
hold approximately 0.34% of the Outotec shares through the company to be formed.
The company shall give a securities broker an order to acquire Outotec shares
from the NASDAQ OMX Helsinki stock exchange in accordance with a separate share
acquisition program. The share purchases are expected to be carried out in one
or several phases by July 22, 2010.
As part of the plan, the Board of Directors of Outotec has decided to grant to
the company to be formed an interest-bearing loan in the maximum amount of EUR
4,980,000 to finance the acquisition of the Outotec shares. The loan will be
repaid in full by June 30, 2013. Should the plan be continued by one year at a
time in 2013, 2014, 2015 or 2016, the loan period may be extended respectively.
The company to be formed has the obligation to repay the loan prematurely by
selling the Outotec shares it holds, in case the Outotec share price exceeds a
certain level determined in the plan, otherwise than occasionally.
The plan will be valid until June 2013, at which time the plan is intended to be
dissolved in a manner to be determined later. The plan may be dissolved, for
example, by placing the company to be formed into liquidation or by merging it
with Outotec, or by otherwise selling the Outotec shares held by the company to
be formed. The plan will be continued by one year at a time, in case the Outotec
share price during five (5) trading days after the publication of the Interim
Report Q1/2013, Q1/2014, Q1/2015 or Q1/2016 is lower than the average share
price which the company to be formed paid for its Outotec shares.
During the validity of the plan, the transfer of the Outotec shares held by the
company to be formed has been restricted. The shareholding in the company to be
formed by the members of the Executive Board will be valid until the plan is
dissolved.

For further information please contact:

OUTOTEC OYJ

Ari Jokilaakso, Senior Vice President - Human Capital
Tel. +358 20 529 2008

Eila Paatela, Vice President - Corporate Communications
tel. +358 20 529 2004, +358 400 817 198
e-mailsfirstname.lastname@outotec.com <mailto:firstname.lastname@outotec.com>

DISTRIBUTION
NASDAQ OMX Helsinki
Main Media
www.outotec.com <http://www.outotec.com>


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