Outokumpu Oyj - Company Announcement

Outokumpu - New share-based incentive programmes

STOCK EXCHANGE ANNOUNCEMENT
1 February 2012 at 2.00 pm EET

The Board has approved a new share-based incentive plan (Performance Share Plan
2012), to be offered to the key management, and a Restricted Share Pool
programme which enables the long-term rewarding of selected individual employees
of Outokumpu Group. The purpose of these programmes is to retain, motivate and
reward the management for good performance that supports the implementation of
Outokumpu's strategy as well as to direct their attention to increasing
profitability and shareholder value.

The Performance Share Plan 2012

The Performance Share Plan consists of annually commencing performance share
plans with three-year earnings periods. The first plan commences at the
beginning of 2012 and the potential share rewards will be delivered in the
spring 2015 if targets set by the Board of Directors are achieved. The earnings
criteria applied in the first plan 2012-2014 are EBIT and relative Total
Shareholder Return (TSR).

The Board has approved 98 employees to be in the scope of the programme for the
2012-2014-plan. If the performance targets for the first plan are attained in
full, the maximum number of shares to be delivered is no more than 1 300 000
gross shares from which applicable taxes will be deducted and the remaining net-
value will be delivered to the participants as Outokumpu shares.

The Restricted Share Pool

The Restricted Share Pool consists of annually commencing share plans with
three-year vesting periods 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 first plan commences at the beginning of 2012 and any
potential share rewards will be delivered in the spring 2015.

Restricted share grants are approved annually by the CEO on the basis of the
authorisation granted by the Board of Directors, with the exception of possible
allocations to Group Executive Committee members, which will be approved by the
Board of Directors. The maximum number of shares that may be allocated within
the first 2012-2014 plan is 200 000 gross shares from which applicable taxes
will be deducted and the remaining net-value will be delivered to the
participants in Outokumpu shares.

Other terms

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

No new shares will be issued in connection with the above share-based incentive
programmes and therefore the programmes will have no diluting effect.

According to the share ownership plan applied, the members of the Group
Executive Committee are obliged to own Outokumpu shares received under incentive
programmes corresponding to the value of their annual gross base salary. 50% of
net shares received from these new programmes must be used to fulfil the above
ownership requirement.

Current share-based incentive scheme 2009-2013, earnings period 2009-2011 and
harmonization of the earnings criteria with the new Performance Share Plan 2012

The Board of Directors of Outokumpu has confirmed that the targets set for the
earnings period 2009-2011 were not met. No reward will therefore be paid to
participants for this earnings period.

In line with the above earnings criteria applied in the first plan 2012-2014 of
the Performance Share Plan 2012, the EPS criterion previously applied in the
current share-based incentive scheme 2009-2013 is for the year 2012 replaced
with the EBIT criterion in its on-going earnings periods 2010-2012 and
2011-2013.


OUTOKUMPU OYJ


Outokumpu is a global leader in stainless steel with the vision to be the
undisputed number one. Customers in a wide range of industries use our stainless
steel and services worldwide. Being fully recyclable, maintenance-free, as well
as very strong and durable material, stainless steel is one of the key building
blocks for sustainable future. Outokumpu employs some 8 000 people in more than
30 countries. The Group's head office is located in Espoo, Finland. Outokumpu is
listed on the NASDAQ OMX Helsinki.www.outokumpu.com



[HUG#1581622]

Attachments:

ENG Share-based incentive programmes 1.2.2012.pdf