Outokumpu Oyj - Company Announcement

Outokumpu – Board decision on terms and conditions of the EUR 1 billion rights offering

Outokumpu Oyj       Stock Exhange release 7 March 2012  at 12.00 pm EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. 


The rights offering in brief

- Gross proceeds of approximately EUR 1 billion to fund the cash payments in
connection with the acquisition of Inoxum 
- Seven (7) new shares for one (1) existing share held on the record date 12
March 2012 
- Subscription price of EUR 0.79 per new share
- Outokumpu shares will trade ex-rights from 8 March 2012
- Trading in subscription rights begins on 15 March 2012 and ends on 28 March
2012 
- Subscription period begins on 15 March 2012 and ends on 4 April 2012
- Fully underwritten through shareholder subscription commitments and bank
underwriting 

Overview

Based on the authorisation granted by the Extraordinary General Meeting of
shareholders on 1 March 2012, the Board of Directors of Outokumpu Oyj
(“Outokumpu” or the “Company”) has resolved to raise gross proceeds of
approximately EUR 1 billion in a rights offering to fund the cash payments
related to the acquisition of Inoxum. 

A total of 1,274,020,027 new shares (the "Offer Shares") will be offered for
subscription with pre-emptive rights for existing shareholders (the
“Offering”). A shareholder, who is registered in the Company's shareholders'
register maintained by Euroclear Finland Ltd on the record date of the Offering
on 12 March 2012 (the "Record Date"), will automatically receive one (1) freely
transferable subscription right (the “Subscription Right”) in the form of a
book-entry for each existing share of Outokumpu held on the Record Date. One
(1) Subscription Right will entitle its holder to subscribe for seven (7) Offer
Shares at the subscription price of EUR 0.79 per Offer Share (the “Subscription
Price”). The Subscription Price corresponds to an implied discount to the
theoretical ex-rights price of approximately 39.5 percent, based on the closing
price of EUR 4.918 of Outokumpu's share on 6 March 2012. No fractions of the
Offer Shares will be allotted and a Subscription Right cannot be exercised
partially. 

Shares will trade ex-rights from 8 March 2012. Public trading of the
Subscription Rights on the Helsinki Stock Exchange commences on 15 March 2012
and expires on 28 March 2012. The subscription period will commence on 15 March
2012 and expire on 4 April 2012 at 8 p.m. (Finnish time). 

Provided that the Offering is fully subscribed for, the Offer Shares will
represent approximately 87.4 percent of all shares of Outokumpu and votes
attached to such shares after the completion of the Offering. 

Existing shareholders of Outokumpu and other investors may subscribe for Offer
Shares without Subscription Rights (the “Secondary Subscription”). Offer Shares
will be allocated to subscribers in the Secondary Subscription in the event
that not all the Offer Shares have been subscribed for pursuant to the exercise
of Subscription Rights. The allocation of Offer Shares in the Secondary
Subscription will be primarily determined per book-entry account in proportion
to the number of Subscription Rights exercised for subscription of Offer
Shares. 

Outokumpu will publish the preliminary results of the Offering in a stock
exchange release on or about 11 April 2012. Final results of the Offering will
be announced in a stock exchange release on or about 16 April 2012. 

Terms and conditions of the Offering are attached to this stock exchange
release. 

Publication of the offering circular

In relation to the Offering, Outokumpu has submitted a Finnish language
offering circular for the approval of the Finnish Financial Supervisory
Authority, and such offering circular is expected to be published on or about 8
March 2012. The Finnish language offering circular will be available on
Outokumpu's website www.outokumpu.com/osakeanti on or about 8 March 2012 and at
Nordea's branch offices in Finland on or about 14 March 2012. 

Use of proceeds

Assuming all of the Offer Shares are subscribed for in the Offering, the gross
proceeds received by Outokumpu from the Offering will be approximately EUR
1,006 million. 

Proceeds from the Offering will be used to fund the cash payments in connection
with the acquisition of Inoxum, the stainless steel and high performance alloys
business of ThyssenKrupp AG, announced on 31 January 2012 (the “Inoxum
Transaction”). The combination of Outokumpu and Inoxum will create a new global
leader in stainless steel with a complementary product offering across key
customer segments and geographies. 

If the Inoxum Transaction is not completed, Outokumpu intends to return as much
of the net proceeds from the Offering to its shareholders as is possible whilst
preserving an appropriate capital structure (taking into consideration
Outokumpu's maximum gearing level target of 75 percent). The return of capital
to Outokumpu's shareholders may be made through decreases of Outokumpu's share
capital, dividend payments, other distributions of unrestricted equity,
repurchases of shares or any combination of these alternatives. Any such return
of capital is subject to the approval of a General Meeting of Shareholders of
Outokumpu and compliance with applicable laws. 

Subscription commitments and underwriting

Solidium Oy (“Solidium”) and Ilmarinen Mutual Pension Insurance Company
(“Ilmarinen”), representing in aggregate 34.9 percent of all outstanding shares
of Outokumpu and votes attached to such shares prior to the Offering, have each
separately and irrevocably committed to subscribe in full for the Offer Shares
on the basis of Subscription Rights allocated to them. In addition, the Social
Insurance Institution of Finland (“Kela”) has irrevocably committed to
subscribe for at least 2.0 percent of the Offer Shares on the basis of
Subscription Rights allocated to it. The subscription commitments given by
Solidium, Ilmarinen and Kela represent in aggregate 36.9 percent of the Offer
Shares. 

J.P. Morgan Securities Ltd. (“J.P. Morgan”), Nordea Bank Finland Plc.
(“Nordea”), BNP Paribas (“BNP Paribas”) and Crédit Agricole Corporate and
Investment Bank (“Crédit Agricole”) have entered into an underwriting agreement
with Outokumpu pursuant to which they have severally agreed, subject to certain
terms and conditions, to procure subscribers for any Offer Shares that may
remain unsubscribed for in the Offering, excluding the Offer Shares that
Solidium, Ilmarinen and Kela have committed to subscribe for, or, failing
which, to subscribe for such Offer Shares themselves. 

Important dates

Board of directors' decision on the Offering and terms and conditions 7 March
2012 
Ex-rights date 8 March 2012
Offering circular publication (on or about) 8 March 2012
Record date 12 March 2012
Subscription period and trading in Subscription Rights begin 15 March 2012
Trading in Subscription Rights ends 28 March 2012
Subscription period ends 4 April 2012
Trading in interim shares representing Offer Shares begins 5 April 2012
Preliminary result of the Offering announced (on or about) 11 April 2012
Final result of the Offering announced (on or about) 16 April 2012
Offer Shares registered in Trade Register (on or about) 17 April 2012
Trading in Offer Shares as shares begins (on or about) 18 April 2012

J.P. Morgan and Nordea are acting as Joint Global Coordinators, Joint Lead
Managers and Joint Bookrunners for the Offering. BNP Paribas and Crédit
Agricole are acting as Co-Lead Managers for the Offering. White & Case LLP acts
as the legal counsel for the Company and Latham & Watkins (London) LLP and
Castrén & Snellman Attorneys Ltd act as the legal counsels for the Joint Lead
Managers and the Co-Lead Managers in connection with the Offering. 

For further information, please contact:

Kari Tuutti, SVP - Communications, Investor Relations and Marketing
Tel. +358 9 421 2432, Mobile +358 40 717 0830

Ingela Ulfves, VP - Investor Relations and Financial Communications
Tel. +358 9 421 2438, Mobile. +358 40 515 1531

Juha Hakala, SVP - Corporate Treasurer
Tel. +358 9 421 2644, Mobile +358 40 533 2536

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
over 8, 000 people in more than 30 countries. The Group's head office is
located in Espoo, Finland. Outokumpu is listed on NASDAQ OMX Helsinki. For
further details please visit www.outokumpu.com. 

DISCLAIMER

Each of J.P. Morgan, Nordea, BNP Paribas and Crédit Agricole and their
affiliates are acting exclusively for the Company and no one else in connection
with the Rights Offering. They will not regard any other person (whether or not
a recipient of this release) as their respective clients in relation to the
Rights Offering and will not be responsible to anyone other than the Company
for providing the protections afforded to their respective clients, nor for
giving advice in relation to the Rights Offering or any transaction or
arrangement referred to herein. No representation or warranty, express or
implied, is made by J.P. Morgan, Nordea, BNP Paribas or Crédit Agricole as to
the accuracy, completeness or verification of the information set forth in this
release, and nothing contained in this release is, or shall be relied upon as,
a promise or representation in this respect, whether as to the past or the
future. J.P. Morgan, Nordea, BNP Paribas or Crédit Agricole assume no
responsibility for its accuracy, completeness or verification and, accordingly,
disclaim, to the fullest extent permitted by applicable law, any and all
liability which they may otherwise be found to have in respect of this release.
Nordea is not registered as a broker-dealer with the U.S. Securities and
Exchange Commission and will only offer or sell the Offer Shares either (i)
outside the United States, or (ii) in the United States to the extent permitted
by Rule 15a-6 under the U.S. Securities Exchange Act of 1934 and other
applicable U.S. securities laws. Accordingly, QIBs who are eligible to
participate in the Offering must effect their subscription assignments through
book-entry account operators or custodians that are registered broker-dealers
with the U.S. Securities and Exchange Commission. 

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa or Japan.  These written materials do not constitute an
offer of securities for sale in the United States, nor may the securities be
offered or sold in the United States absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as amended, and
the rules and regulations thereunder.  There is no intention to register any
portion of the offering in the United States or to conduct a public offering of
securities in the United States. 

The issue, exercise or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
assumes no responsibility in the event there is a violation by any person of
such restrictions. 

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors
must neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published or offering circular distributed by the
Company. 

The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland and Sweden. With
respect to each Member State of the European Economic Area other than Finland
and Sweden and which has implemented the Prospectus Directive (each, a
“Relevant Member State”), no action has been undertaken or will be undertaken
to make an offer to the public of securities requiring publication of a
prospectus in any Relevant Member State. As a result, the securities may only
be offered in Relevant Member States (a) to any legal entity which is a
qualified investor as defined in the Prospectus Directive; or (b) in any other
circumstances falling within Article 3(2) of the Prospectus Directive. For the
purposes of this paragraph, the expression an “offer of securities to the
public” means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to
enable an investor to decide to exercise, purchase or subscribe the securities,
as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member
State and the expression “2010 PD Amending Directive” means Directive
2010/73/EU. 

This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net
worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2) of the Order (all such persons together being
referred to as “relevant persons”).  Any investment activity to which this
communication relates will only be available to and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents. 


TERMS AND CONDITIONS OF THE OFFERING

Overview of the Offering

On 1 March, 2012, the Extraordinary General Meeting of Outokumpu Oyj
(“Outokumpu” or the “Company”) authorized the Company's Board of Directors to
decide on a share issue in which the shareholders will have a pre-emptive right
to subscribe for new shares in proportion to their shareholdings in the
Company. The number of new shares issued based on the authorization may not
exceed 5,000,000,000 shares. The Company's Board of Directors was authorized to
decide upon other terms and conditions of the share issue. 

On 7 March, 2012, the Board of Directors of the Company resolved, based on the
authorization granted by the Extraordinary General Meeting of the Company, to
issue a maximum of 1,274,020,027 new shares of the Company (the “Offer Shares”)
in the offering for consideration based on the pre-emptive subscription right
of the shareholders (the “Offering”) as set forth in these terms and conditions
of the Offering. 

As a result of the Offering, the total number of Outokumpu's shares may
increase from 183,018,749 Shares (defined below) to a maximum of 1,457,038,776
Shares. Assuming the Offering is fully subscribed for, the Offer Shares
represent 696 percent of the existing shares (the “Existing Shares” and,
together with the Offer Shares, the “Shares”) and related voting rights prior
the Offering, and 87.4 percent of all Shares and related voting rights after
the Offering. 

Subscription Right

The Offer Shares will be offered for subscription to the shareholders of the
Company in proportion to their shareholdings in the Company on the record date
(the “Record Date”) of the Offering. 

The Record Date of the Offering is 12 March, 2012.

Each holder of Existing Shares, who is registered in the Company's
shareholders' register maintained by Euroclear Finland Ltd (“Euroclear
Finland”) on the Record Date, will receive one (1) subscription right in the
form of a book-entry (the “Subscription Right”) for each Existing Share owned
on the Record Date. One (1) Subscription Right will entitle its holder to
subscribe for seven (7) Offer Shares. No fractions of the Offer Shares will be
allotted and a Subscription Right cannot be exercised partially. The
Subscription Rights will be registered on the shareholders' book-entry accounts
on 12 March, 2012. 

No Subscription Rights will be allocated to the treasury Shares of the Company.

The Subscription Rights will be subject to public trading on NASDAQ OMX
Helsinki Ltd (the “Helsinki Stock Exchange”) from 15 March, 2012 to 28 March,
2012. 

If an Existing Share entitling to a Subscription Right is pledged or subject to
any other restrictions, the Subscription Right may not necessarily be exercised
without the consent of the pledgee or the holder of any other right. 

Right to Subscribe for Unsubscribed Offer Shares without Subscription Rights

The Board of Directors of the Company will decide to offer the Offer Shares,
which have not been subscribed for pursuant to the Subscription Rights, if any,
in a secondary offering to shareholders of the Company and/or to other
investors who have submitted a subscription assignment to subscribe for the
Offer Shares without Subscription Rights and/or, if Offer Shares are not fully
subscribed for thereafter, to subscribers procured by J.P. Morgan Securities
Ltd., Nordea Bank Finland Plc (together the “Joint Lead Managers”), BNP Paribas
and Crédit Agricole Corporate and Investment Bank (together the “Co-Lead
Managers”, and together with the Joint Lead Managers, the “Underwriters”),
and/or, if Offer Shares are still not fully subscribed for, to the
Underwriters, in each case, subject to the terms and conditions of the
Underwriting Agreement (as defined below). See also “—Subscription for Offer
Shares without Subscription Rights and Allotment” below. 

Participation of the Principal Shareholders in the Offering and Underwriting

Solidium Oy and Ilmarinen Mutual Pension Insurance Company, representing in
aggregate 34.9 percent of the issued and outstanding shares of Outokumpu, have
each separately and irrevocably committed to subscribe in full for the Offer
Shares on the basis of Subscription Rights allocated to them. In addition, the
Social Insurance Institution of Finland (“Kela,” and together with Solidium Oy
and Ilmarinen Mutual Pension Insurance Company, the “Subscription Guarantors”)
has irrevocably committed to subscribe for at least 2.0 percent of the Offer
Shares on the basis of Subscription Rights allocated to it. The subscription
commitments given by the Subscription Guarantors represent in aggregate 36.9
percent of the Offer Shares. 

The Underwriters have entered into an agreement with the Company pursuant to
which they have severally agreed, subject to certain conditions, to procure
subscribers for any Offer Shares that may remain unsubscribed for in the
Offering, excluding the Offer Shares that the Subscription Guarantors have
committed to subscribe for, or to subscribe for such Offer Shares themselves
(the “Underwriting Agreement”). 

Subscription Price

The subscription price is EUR 0.79 per Offer Share (the “Subscription Price”).

The Subscription Price shall be recorded into the invested unrestricted equity
reserve of the Company. 

Subscription Period

The subscription period will commence on 15 March, 2012 and expire at 8:00 p.m.
Finnish time on 4 April, 2012 (the “Subscription Period”). The places of
subscription will accept subscription assignments during their normal business
hours. 

Places of subscription, book-entry account operators and custodians may request
submission of a subscription assignment from their customers already at a
certain date before the public trading with the Subscription Rights or the
Subscription Period ends. 

Places of Subscription

Subscription for Offer Shares may be effected at Nordea Bank Finland Plc's
(“Nordea”) branch offices during their normal business hours, Nordea Private
Banking units, and Nordea Customer Service by telephone with bank identifier
codes from Monday to Friday from 8:00 a.m. to 8:00 p.m. (Finnish time) in
Finnish at 0200 3000 (local network charge/mobile phone charge apply) or in
Swedish at 0200 5000 (local network charge/mobile phone charge apply), or in
English from Monday to Friday from 10:00 a.m. to 4:30 p.m. (Finnish time) at
0200 70000 (local network charge/mobile phone charge apply). A subscription
assignment submitted through Nordea Customer Service requires that the
subscriber has a valid bank identifier code agreement with Nordea. Corporations
cannot give subscription assignments by telephone through Nordea Customer
Service. The Nordea Customer Service calls are recorded. Subscription cannot be
effected through the Nordea net bank service. 

In addition, subscription assignments may be submitted to the book-entry
account operators and custodians who have entered into an authorized
representative agreement with Nordea on reception of subscriptions. 

Exercise of Subscription Rights

A shareholder may participate in the Offering by subscribing for the Offer
Shares by using the Subscription Rights on the shareholder's book-entry account
and by paying the Subscription Price therefor. In order to participate in the
Offering, a shareholder must give a subscription assignment in accordance with
the instructions provided by the shareholder's own book-entry account operator
or custodian. If the shareholder's own book-entry account operator or custodian
does not provide instructions in relation to the subscription, the shareholder
should contact Nordea. The book-entry account customers of Euroclear Finland
must submit their subscription assignment at a branch office of Nordea. 

Holders of Subscription Rights purchased from the Helsinki Stock Exchange must
submit their subscription assignments in accordance with the instructions given
by their own book-entry account operator or custodian. 

Shareholders and other investors participating in the Offering, whose Existing
Shares or Subscription Rights are held through a nominee, must submit their
subscription assignments in accordance with the instructions given by their
nominee. 

Subscription assignments must be submitted separately for each book-entry
account. 

Incomplete or erroneous subscription assignments may be rejected. A
subscription assignment may be rejected, if the subscription payment is not
made according to these terms and conditions or if such payment is incomplete.
In these situations, the subscription payment will be refunded to the
subscriber. No interest will be paid on the refunded amount. 

Any exercise of the Subscription Rights is irrevocable and may not be modified
or cancelled other than as set forth in “— Cancellation of Subscriptions under
Certain Circumstances” below. 

Any unexercised Subscription Rights will expire without any compensation at the
end of the Subscription Period at 8:00 p.m. Finnish time on 4 April, 2012. 

Subscription for Offer Shares without Subscription Rights and Allotment

Subscription for the Offer Shares without Subscription Rights shall be effected
by a shareholder and/or other investor by submitting a subscription assignment
and simultaneously paying the Subscription Price in accordance with the
instructions provided by his/her book-entry account operator, custodian, or in
case of nominee-registered holders, in accordance with instructions provided by
the nominee. A subscription assignment can also be submitted at the places of
subscription set forth above. If a shareholder and/or other investor does not
receive instructions from his/her book-entry account operator, custodian or
nominee or if a subscription assignment cannot be returned to his/her
book-entry account operator, custodian or nominee, the subscription assignment
can be made at any of Nordea's branch offices. If several subscription
assignments are submitted in relation to a single book-entry account, the
assignments will be combined into one assignment per book-entry account. The
subscription assignment and payment shall be received by the shareholder's
and/or investor's book-entry account operator, custodian or nominee or, if the
subscription assignment has been submitted to Nordea, by Nordea, on 4 April,
2012 at the latest or on an earlier date in accordance with instructions by the
book-entry account operator, custodian or nominee. 

In the event that not all the Offer Shares have been subscribed for pursuant to
the exercise of the Subscription Rights, the Board of Directors of the Company
shall determine the allocation of Offer Shares subscribed for without
Subscription Rights as follows: 

• first, to those that subscribed for Offer Shares also pursuant to
Subscription Rights. If the Offering is oversubscribed by such subscribers, the
allocation among such subscribers shall be determined per book-entry account in
proportion to the number of Subscription Rights exercised by subscribers for
subscription of Offer Shares and, where this is not possible, by drawing of
lots; 

• second, to those that have subscribed for Offer Shares without Subscription
Rights only and, if the Offering is oversubscribed by such subscribers, the
allocation among such subscribers shall be determined per book-entry account in
proportion to the number of Offer Shares which such subscribers have subscribed
for and, where this is not possible, by drawing of lots; and 

• third, to subscribers procured by the Joint Lead Managers and Co-Lead
Managers or, failing which, to the Underwriters in accordance with, and subject
to, the terms and conditions of the Underwriting Agreement. The subscription
period with respect to the Underwriters and/or to subscribers procured by the
Joint Lead Managers and Co-Lead Managers expires on 16 April, 2012. 

The Company will confirm the approval or rejection of subscriptions for Offer
Shares without Subscription Rights to all investors that have given such
subscription assignments for the subscription for Offer Shares without
Subscription Rights. 

If the allocation of Offer Shares subscribed for without Subscription Rights
does not correspond to the amount of Offer Shares indicated in the subscription
assignment, the Subscription Price paid for non-allocated Offer Shares will be
refunded to the subscriber on or about 18 April, 2012. No interest will be paid
on the refunded amount. 

Cancellation of Subscriptions under Certain Circumstances

In the event that the offering circular related to the Offering (the “Offering
Circular”) is supplemented due to an error or omission in the Offering Circular
which could be of material importance to investors, investors who have
subscribed for the Offer Shares are entitled to cancel their subscriptions in
accordance with the Finnish Securities Markets Act within two (2) business days
from the publication of the supplement to the Offering Circular, or, if so
decided by the Finnish Financial Supervisory Authority for special reasons,
within a longer period not exceeding four (4) business days. The cancellation
right may only be used if the investor has subscribed for the Offer Shares
prior to the publication of the supplement to the Offering Circular and
provided that the supplement is published between the commencement of the
Subscription Period and, for the Offer Shares subscribed for pursuant to the
Subscription Rights, the time when trading with the interim shares representing
the Offer Shares begins, and for the Offer Shares subscribed for without
Subscription Rights, the time when trading with the Offer Shares begins. The
procedure regarding the cancellation of the subscriptions will be announced
together with any such supplement to the Offering Circular through a stock
exchange release. 

Public Trading of the Subscription Rights

Holders of Subscription Rights may sell their Subscription Rights on the market
at any time during the public trading of the Subscription Rights. Public
trading of the Subscription Rights on the Helsinki Stock Exchange commences on
15 March, 2012 and expires on 28 March, 2012. The price of the Subscription
Rights on the Helsinki Stock Exchange will be determined in market trading.
Subscription Rights may be sold or purchased by giving a sell or purchase
assignment to one's own book-entry account operator or to any securities
broker. 

The ISIN code of the Subscription Rights is FI4000038104 and the trading symbol
is OUT1VU0112. 

Payment for the Subscriptions

The Subscription Price of the Offer Shares subscribed for in the Offering shall
be paid in full at the time of submission of the subscription assignment in
accordance with the instructions given by the place of subscription, the
book-entry account operator or the custodian. 

A subscription will be deemed effected only after the arrival of the
subscription form at the subscription place or relevant book-entry account
operator or custodian and of the payment of the Subscription Price in full. 

Approval of the Subscriptions

The Board of Directors of the Company will approve all subscriptions pursuant
to the Subscription Rights made in accordance with these terms and conditions
of the Offering and applicable laws and regulations on or about 16 April, 2012
and will, in accordance with the allocation principles set out above in
“—Subscription for Offer Shares without Subscription Rights and Allotment”,
approve subscriptions without Subscription Rights made in accordance with these
terms and conditions of the Offering and applicable laws and regulations. 

The Company will publish the final results of the Offering in a stock exchange
release on or about 16 April, 2012. 

Registration of the Offer Shares to the Book-entry Accounts and Trading of the
Offer Shares 

The Offer Shares subscribed for in the Offering will be issued in book-entry
form in the book-entry securities system maintained by Euroclear Finland. The
Offer Shares subscribed for pursuant to the exercise of the Subscription Rights
will be recorded on the subscriber's book-entry account as interim shares
representing the Offer Shares after the subscription has been effected. The
ISIN code of the interim shares is FI4000038112 and the trading symbol is
OUT1VN0112. The interim shares are freely transferable and trading with the
interim shares on the Helsinki Stock Exchange, as a separate class of
securities, will commence on the first trading day following the expiration of
the Subscription Period on or about April 5, 2012. 

The interim shares will be combined with the Existing Shares (the ISIN code
FI0009002422, the trading symbol OUT1V) when the Offer Shares have been
registered with the Trade Register. Such combination is expected to occur on or
about 17 April, 2012. The trading of the Offer Shares on the Helsinki Stock
Exchange is expected to commence on or about 18 April, 2012. 
The Offer Shares subscribed for without Subscription Rights will be recorded as
Shares on the subscriber's book-entry account on or about 18 April, 2012. 

The Offer Shares are freely transferable.

Shareholder Rights

The Offer Shares will carry the right to receive dividends and other
distributions of funds, if any, and other shareholder rights in the Company as
of the registration of the Offer Shares with the Trade Register, on or about 17
April, 2012. 

The Offer Shares will rank pari passu with all Existing Shares as of the
registration of the Offer Shares with the Trade Register. Each Offer Share
entitles to one vote at the General Meeting of shareholders of the Company. 

Payments and Expenses

No transfer tax or service fee is payable on the subscription of the Offer
Shares. Book-entry account operators, custodians and securities brokers, who
exercise assignments regarding the Subscription Rights, may charge a brokerage
fee for these assignments in accordance with their own price lists. Book-entry
account operators and custodians also charge a fee for the maintenance of the
book-entry account and the deposit of shares in accordance with their price
list. 

Information

The documents referred to in Chapter 5, Section 22 of the Finnish Companies
Act, are available for review at the Company's website at
www.outokumpu.com/investors/EGM. 

Applicable Law and Dispute Resolution

The Offering shall be governed by the laws of Finland. Any disputes arising in
connection with the Offering shall be settled by the court of competent
jurisdiction in Finland. 

Other Issues

The Board of Directors of the Company will resolve any other issues and
practical matters relating to the issue of the Offer Shares and the Offering.

Attachments:

ENG Rights issue 7.3.2012.pdf