Outokumpu Oyj - Company Announcement

Outokumpu - Share awards and earnings criteria of share-based plans

OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
February 11, 2016 at 9.30 am EET


Outokumpu’s Board of Directors has approved the results of plan 2013–2015 of
Performance Share Plan 2012 and the earnings criteria applied to plan
2016–2018. In addition, the Board of Directors has approved the share award to
be paid based on plan 2013–2015 of the Restricted Share Pool program. 

Performance Share Plan 2012, plan period 2013–2015

Performance Share Plan 2012 is a share-based plan approved by the Board of
Directors of Outokumpu on January 31, 2012. It is part of the remuneration and
commitment program for the key management of Outokumpu Group. Performance Share
Plan 2012 consists of annually commencing individual Plans. Each Plan contains
a three-year earnings period after which the share rewards will be delivered to
the participants if the earnings criteria are met. 

The plan 2013–2015 has now ended and the Board has approved the results of the
plan. The criteria set for the plan were Outokumpu share price at the end of
2015, EBITDA (earnings before interest, taxes, depreciation and amortization)
for the year 2013, EBIT (earnings before interests and taxes) improvement for
the year 2014, EBIT excluding non-recurring items for the year 2015 and
achievement of Inoxum transaction related synergies. Based on the achievement
of the targets, the Board confirmed that the participants will receive 65.1% of
the target number of shares as reward. 

After deductions for applicable taxes, altogether 182,593 shares will be
delivered to 84 persons by the end of April 2016, subject to uninterrupted
employment until the share delivery. Outokumpu will use its treasury shares for
the reward payment, which means that the total number of shares of the company
will not change. 

Performance Share Plan 2012, plan period 2016–2018

In December 2015, the Board of Directors confirmed the establishment of the
fifth plan, plan 2016–2018, of the Performance Share plan 2012. The Board has
now confirmed that the earnings criteria applied to the plan measure
Outokumpu's profitability and the efficiency with which its capital is employed
compared to a peer group and Outokumpu’s gearing in 2018. 

Restricted Share Pool, plan period 2013–2015

The Restricted Share Pool program is a share-based incentive program approved
by the Board of Directors of Outokumpu approved on January 31, 2012. It is 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 Board has approved that in total 7,426 shares will be delivered to two
participants of plan 2013–2015 by the end of April 2016, subject to
uninterrupted employment until the share delivery. Outokumpu will use its
treasury shares for the reward payment, which means that the total number of
shares of the company will not change. 

Other terms

The aggregate reward of an individual participant, excluding CEO Baan, 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. 

According to the share ownership requirement applied in Outokumpu Group, 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 the above programs must be
used to fulfil the above ownership requirement. 

For more information:

Investors: Johanna Henttonen, tel. +358 9 421 3804, mobile +358 40 530 0778

Media: Saara Tahvanainen, tel. +358 40 589 0223

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 Espoo, Finland and shares
listed in Nasdaq Helsinki. 
www.outokumpu.com      outokumpu.com/stainless-news     
choosestainless.outokumpu.com

Attachments:

PSP_RSP_11022016_ENG.pdf