Outokumpu Oyj - Company Announcement

Outokumpu - Share-based incentive schemes

OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
February 14, 2013 at 9.30 am EET


Outokumpu's Board of Directors has approved the commencement of the second plan
of Performance Share Plan 2012, plan 2013-2015 and its participants. The Board
of Directors has also confirmed the outcome of the earning period 2010-2012 of
the share-based incentive scheme 2009-2013 and harmonized the earning criteria
of the on-going plans with the new plan 2013-2015. 

Performance Share Plan, earning period 2013-2015

The Board of Directors of Outokumpu approved on January 31, 2012 the
establishment of a share-based incentive plan, Performance Share Plan 2012,
which is part of the remuneration and commitment program for the key management
of Outokumpu Group. Performance Share Plan 2012 offers a possibility to receive
Outokumpu shares as a long-term incentive reward if the targets set by the
Board of Directors for each earning period are achieved. Performance Share Plan
2012 consists of annually commencing individual Plans. Each Plan contains a
three-year earning period after which the share rewards possibly earned will be
delivered to the participants. 

The Board of Directors has on February 13, 2013 approved the commencement of
the second Plan of Performance Share Plan 2012, Plan 2013-2015. Plan 2013-2015
commences at the beginning of 2013 and the share rewards possibly to be
delivered based on Plan 2013-2015 will be delivered in the spring 2016. The
earning criteria applied in Plan 2013-2015 are EBITDA, Outokumpu share-price
adjusted with dividends and achievement of Inoxum transaction related
synergies. 

The Board of Directors has approved 164 managers and key employees to
participate in Plan 2013-2015. If the target level performance set by the Board
of Directors for Plan 2013-2015 is attained, the number of shares to be
delivered based on this Plan is approximately 8 900 000 gross shares from which
applicable taxes will be deducted and the remaining net value will be delivered
to the participants in Outokumpu shares. If the maximum level performance
targets are met, 150% of the target shares will be delivered. 

Restricted Share Pool

The Board of Directors of Outokumpu approved on January 31, 2012 the
establishment of a Restricted Share Pool program, which enables long-term
rewarding of selected individual employees of Outokumpu Group. 

The Restricted Share Pool is a 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 first Plan 2012-2014 of the
Restricted Share Pool program commenced at the beginning of 2012 and the share
rewards to be delivered based on this first Plan will be delivered in the
spring 2015. In 2012, four people were invited to participate in Plan 2012-2014
and they were granted in total 322 123 gross shares. 

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. 

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

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 these new programs must be used to
fulfil the above ownership requirement. 

Share-based incentive scheme 2009-2013, the outcome of its earning period
2010-2012 and harmonization of the earning criteria of the on-going Plans with
the new Plan 2013-2015 

The Board of Directors of Outokumpu has on February 13, 2013 confirmed that the
targets set for the earning period 2010-2012 of the share-based incentive
scheme 2009-2013 were not met. No reward will therefore be paid to participants
for the earning period 2010-2012. 

In line with the above earning criteria applied in the second Plan 2013-2015 of
Performance Share Plan 2012, the EBIT criterion previously applied in the
on-going earning period 2011-2013 of the share-based incentive scheme 2009-2013
and in the on-going first Plan 2012-2014 of Performance Share Plan 2012 is for
the year 2013 replaced with the EBITDA criterion. 

For further information:

Investors:

Tamara Weinert
tel. +358 9 421 2438, mob. +358 40 751 7194

Media:

Saara Tahvanainen
tel. +358 9 421 3265, mob. + 358 40 589 0223

Outokumpu Oyj



Outokumpu is the global leader in stainless steel and high performance alloys.
Our advanced materials are the ideal choice for demanding applications ranging
from cutlery to bridges, energy plants to medical equipment. Stainless steel
contributes to a sustainable and long lasting world as it is a 100% recyclable,
corrosion-resistant, maintenance-free, durable and hygienic material. Outokumpu
employs approximately over 16 000 professionals in over 40 countries, with the
Group's head office in Espoo, Finland and shares listed on the NASDAQ OMX
Helsinki. www.outokumpu.com

Attachments:

PSP RSP 14022013 ENG.pdf