Outokumpu Oyj - Company Announcement

Outokumpu – launch of plan 2015–2017 of share-based incentive programs

OUTOKUMPU OYJ
STOCK EXCHANGE RELEASE
December 18, 2014 at 4.00 pm EET



Outokumpu's Board of Directors has approved the commencement of the fourth
plan, plan 2015-2017, of Performance Share Plan 2012 and Restricted Share Pool
2012. 

Performance Share Plan 2012, plan period 2015-2017

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 will be delivered to
the participants in case the earnings criteria are met. 

The Board of Directors has approved the commencement of the fourth plan of
Performance Share Plan 2012, plan 2015-2017. Plan 2015-2017 commences at the
beginning of 2015 with the share rewards distributed in spring 2018. The
earning criteria applied for the plan are ROCE ranking among peers in 2017,
EBIT excluding non-recurring items for the year 2015 and cash flow (business
cash flow) for the year 2015. Earnings criteria for subsequent years of the
plan will be set later. 

The Board of Directors has approved that in total 150 managers and key
employees may participate in plan 2015-2017. The maximum number of gross shares
(taxes included) that can be allocated from the plan is 2,900,000 from which
applicable taxes will be deducted. The remaining net value will be delivered to
the participants in Outokumpu shares, if the performance criteria set by the
Board are met. 

Restricted Share Pool 2012, plan period 2015-2017

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 Board of Directors has approved the commencement of the fourth plan of the
Restricted Share Pool, plan 2015-2017. Plan 2015-2017 commences at the
beginning of 2015 with the share rewards distributed in the spring 2018.
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 the Leadership Team members, which will be approved by the
Board. The maximum number of shares that may be allocated within the fourth
plan 2015-2017 is 320,000 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 for each 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 this 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 more than 12 000
professionals in more than 30 countries, with headquarters in Espoo, Finland
and shares listed in the NASDAQ OMX Helsinki. www.outokumpu.com

Attachments:

PSP RSP 18122014 ENG.pdf