Outokumpu Monday, 2 nd December :30 Hrs UK time Chaired by Reinhard Florey

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1 Outokumpu Monday, 2 nd December :30 Hrs UK time Chaired by Reinhard Florey Simone Cujai Good morning ladies and gentlemen, this is Simone Cujai speaking from the IR Team of Outokumpu. I d like to welcome you to the second conference call on our Comprehensive measures to Strengthen the Balance Sheet and the Divestment of Terni and VDM to ThyssenKrupp announced on Friday night. With me here is Reinhard Florey, our CFO. The presentation material you can find on our webpage. Mr Florey will now give you a brief overview about the key messages and then we will be happy to take your questions. Reinhard, please go ahead. Reinhard Florey Thank you very much, so this is Reinhard Florey speaking, a very good morning to everyone. I would like to lead you through the key elements of the Comprehensive Measures to Strengthen the Balance Sheet and Divest the Terni and VDM Assets from Outokumpu today. I would like to start this with, starting on page 5, where you see still the Outokumpu Strategy Roadmap and what you can see is that we have more or less given now a package of a lot of very strong measures to all the elements that we have on the restructuring side. We have given good information about where we stand with our synergies; 200 million of synergies that will be created from the merger. We have introduced new efficiency programmes with cost savings in addition to the synergies of 150 million and a programme to crystallise 300 million of cash from our working capital. We have transformed the company s structure in introducing new management and a business area structure as well as new global functions. And now, in a comprehensive step, we are introducing measures to ensure the financial stability and this is very much the divestment of the EU obligated remedy package regarding the merger of Terni in Italy as well as the sale of VDM. In addition to that, some comprehensive measures regarding the financial stability of Outokumpu. On page 6 we can see where we have progress in the course of the last month regarding all these deliveries and all these measures to bring Outokumpu forward in its profitability. In the delivery of synergies, we have announced that the Krefeld melt shop will be closed in This is happening these days until the last day of operation in Krefeld melt shop will be December 6 th and it will be afterwards shut down. We also have delivered already at Q3 some 69 million of synergies and in the course of 2013 we will exceed this synergy delivery to more than 75 million. We have also announced that we have a headcount

2 2 reduction in 2013 of 770 and that is part of the overall announced 3,500 headcount reduction in the course of all the measures. Regarding the new efficiency programme, we also have progressed very strongly of our cost savings programme P150. Out of the 150 million we will have savings of some 75 million already in 2013, and regarding our working capital programme, we will have a working capital reduction with an according cash extraction for the company of about half of the total goal of 300. So 150 million by the end of Q3 already. The lately announced EMEA restructuring plan is accelerating the measures that we have proposed, specifically also, the plan to accelerate the closure of the Bochum melt shop, originally anticipated in 2016, now already in 2014, together with some reduction in cold rolled capacity and the shut down of some of the service centres, in total, an addition 100 million of savings. Regarding the ensurance of financial stability we have announced that we will have a clearly reduced Capex regarding to the years earlier. Originally we had announced for 2013 a goal of Capex of 350 million. We have lowered that now to 300 million and there will be goal for 2014 of Capex below 200 million. In addition to that, we have announced that we will dispose of smaller non-core assets and we have been able to announce already the signature of a divestiture deal regarding our Tornio electricity distribution network. And in on top, now come all the measures that have announced on Friday last week, regarding the measures to strengthen the balance sheet. Regarding the ramp up for the future growth, two major focus areas for the management, the area of Ferrochrome where we are proceeding extremely well. We will, in 2013, already exceed as a production volume 400,000 tonnes of Ferrochrome production and we will reach the ultimate target of 530,000 tonnes in Regarding the ramp up of Calvert, this is progressing also now well again. Q3 has been better than Q2, and we have reached in Q3 some 364,000 tonnes so that we will be able to achieve volume deliveries of more than 450,000 tonnes in On page 7 you now see the summary of our announcement to strengthening our balance sheet, and it consists of two major parts. The first is the divestment of Terni and VDM, and the second is a financial plan that contributes to the strengthening of our financial stability as well as of our balance sheet. The divestment of Terni and VDM is taken for the full consideration of the loan note at closing. In Q3 that is an equivalent of 1.27 billion Euros for the assets of the Terni and VDM. This will reduce Outokumpu s net debt by approximately 650 million and it will also improve our gearing by approximately 30% points from these divestitures. The divestment of Terni also constitutes the final settlement of all the remedy related obligations between Outokumpu and ThyssenKrupp, and of course, all the obligations versus the EU. So it is subject to the approval of the European Commission and other relevant authorities, but it fully satisfies also the demands of the European Union. It is fully supported from the Outokumpu lenders and from its key shareholder Solidium, and the closing of both transactions is expected in Q1 of In addition to this divestment announcement and the signing of a binding contract with ThyssenKrupp, we have announced that there will be a financial strengthening with the ability to provide a new 500 million loan facility committed for the next three years, with a maturity in There will be also amendments and extensions to the existing financial arrangements that we have also pushing maturities mainly to 2017.

3 3 On top of that, there is an equity rights issue planned in the magnitude of 650 million, which take place right after the closing of the transaction. It has irrevocable commitments from some 53% from the shareholders that will subscribe pro rata and the remaining 47% are fully underwritten by our core banks. ThyssenKrupp will also sell in the course of this transaction down its shareholding of 29.9% in Outokumpu and in that course, also Solidium will increase its ownership to 29.9%. The transaction is of course still subject to the approval of the Outokumpu extraordinary general meeting. This will take place in February next year and there will be the approval of a new share issuance. If we come then to the financial plan in detail, on page 9 you see the scope of the Terni divestiture to ThyssenKrupp in all details. So there is first of all the part regarding Italian assets. This is of course () Terni the integrated stainless mill with melting capacity of more than 1.5 million tonnes and a cold rolling capacity of 525,000 tonnes and its associated units in Italy. And this is Societa delle Fucine; it is Terninox, a service centre in Milan; Aspasile, an IT company; and Tubificio di Terni for tubular products. On top of that, there will be a package of Outokumpu service centres which come together with this divestiture package in accordance also to EU requirements. There is the service centre of Willich in Germany and Tours in France, and on top of that, a service centre in Spain in Barcelona and in Turkey in Gebze. Regarding the impact on the overall European stainless market we do not foresee any significant changes in the European competitive landscape as already now Terni is acting as a ring-fenced company and has an according impact on the market. On page 10 you can see how we then with this step also proceed and improve in our European call service centre network. We have streamlined that now to a set of eight capable call service centres in Europe. These are two service centres in Germany in Saxon and in Wilnsdorf, and then Castiglione in our important market still in Italy even after the sale of Terni. We have in the UK and France two service centres in Sheffield and in () in near Eastern Europe two service centres in Bátonyterenye Hungary and Dabrowa Gornica in Poland and we will have our service centre Eskilstuna in Sweden. The service centre all will be managed as profit centres in the course of our new set up in the operational units in Europe. Regarding the impacts and the decision about the VDM divestiture on page 11, the management of the board of Outokumpu have clearly concluded that a sale of VDM in this moment is clearly the best option regarding to the strategic review. Due to the fact that there are only limited synergies between VDM and Outokumpu s core stainless business where we have little possibilities for shared activities, both in the R&D and in the sales area with an independent customer base and a different way of conducting its business in the global markets, it is clear that there are very few synergies overall. On top of that, the VDM business requires a quite significant Capex expenditure for the years to come, so this was also clearly a reason why the strategic review a divestment seemed to be the best solution. And then of course there was a very attractive valuation for the VDM as part of the ThyssenKrupp transaction which makes it a clearly accretive deal for Outokumpu. Overall, we see the divestiture of VDM as the best way forward for Outokumpu with a significant positive impact on our balance sheet and enabling our full focus on our core business which is the global stainless steel business where we will be a global leader. Regarding the impact on the financial situation on page 12 you will see that this

4 4 comprehensive package strengthens our liquidity as well as the balance sheet and specifically regarding our debt maturities, we find a situation where during the years where we are still fulfilling and finalising all the measures regarding cost savings and ramp up, we will have clearly reduced maturities on our financial profile. Coming from a liquidity reserve of higher than 900 million after Q and on top a new 500 million loan with a maturity of three years, this clearly is a strong way forward in strengthening our liquidity position and also enabling us later repayments of our debt. On top of that, also our 900 million revolving credit facility and some bilateral loans will be extended to 2017 and there will be a discontinuation of the current ThyssenKrupp 250 million backup facility at closing. This all is complimented by the strong planned rights issue of some 650 million which will further strengthen our balance sheet and provide significant liquidity head room for the company. Regarding this rights issue some preliminary details on page 13. Regarding the size as mentioned, it is 650 million while the prize is still to be defined at the launch of the rights issue. The transaction structure provides that this is issuance of new ordinary shares with pre-emptive rights for the existing shareholders. The existing shareholders and other investors may subscribe for other shares without subscription rights. Regarding the subscription commitments I have mentioned that Solidium and other shareholders representing some 53% of the offering have underwritten, and the rest is underwritten by Outokumpu s core bank in the magnitude of some 47.2%. The rights issue will be decided regarding its terms and the prospectus published in Q1 and also the subscription period of the rights issue will start in Q The use of the proceeds of course is to manage the turnaround strategy of the company as well as strengthen the overall liquidity position and financial stability of the company. On page 14 you can see the impact from the divestitures, from the divestitures of VDM and Terni. So what you see is that overall there is an improvement of some 650 million of the net debt position and we also see that there is a decrease of our gearing level that has been at 132% at the end of Q3 2013, by some 30% in a pro-forma calculation on the basis of Q3 numbers. If we are looking at the influencing factors on gearing going forward, of course the rights issue of 650 million will have a significant positive impact on that. On the other hand of course there will be impact from the financial performance in Q and some extraordinary costs from the financing, the rights issue, as well as some restructuring measures in The expected timeline for this comprehensive package of measures going forward is as such that after the announcement on November 29 th of signing of the TK shares that was sold, and on the other hand of the underwriting of the agreement regarding the announcement of Terni and VDM, there will be in December 2013 the extension process of the existing debt facilities of the 900 million revolver as well as bilateral lines. In January/February we will have the invitation of our extraordinary general meeting as well as a holding of this meeting in order to approve the rights issue, and still in Quarter , we are expecting that EU Commission and other relevant authority body will approve these transactions, that there will consecutive closing of the VDM and Terni divestitures and there is also the ThyssenKrupp share sale at closing. This then enables that the rights issue terms will be decided, the prospectus published, and the rights issue subscription period can start directly after closing.

5 5 In summarising now Outokumpu s strategic offering, I would like to lead you to page 17. You can still see here what the strategic merits of the Inoxum acquisition are and they continue to be strong after this transaction. First of all, Outokumpu will be a global leader with a market share in Europe of some 35% to 40%, some 12% globally and some 30% that we will have in NAFTA. The capacity reduction and utilisation benefits stay unchanged to what was announced in the merger. So we will be able to close down 1.5m ton of melting capacity and additional cold rolling capacity. There will be a significant increasing of the utilisation rate within Outokumpu and also the synergy savings could be kept at the level of 200m and there will be a delivery of these synergies mainly in 2013 and 2014 with only some very small remainders in The Terni divestiture results in the accelerated synergy realisation profile. Regarding our product and customer base expansion, there are no changes due to the sale of Terni. We will have in our stainless product the broadest product range covering both specialty and commodity products. We will discontinue our activity regarding high performance alloys with the sale of VDM but still we would have a complete balanced and fibrous customer base covering all customer segments and a focus on our core business of stainless and the regional rebalancing of the portfolio stays unchanged as well. We will have a strong gain in Europe. We will have a very large platform in America as well as an increased platform in Asia, and the Terni divestment reduces our exposure to the Southern European market that is certainly from its pricing structure more difficult than the rest of Europe. So overall, what we see is that there is the whole transaction extremely important, specifically in the view of the currently weak situation of the stainless steel market and this will be certainly strengthen Outokumpu s abilities to return to profitability fast. On page 18, we see the impact of the VDM divestiture regarding the split of Outokumpu s sale that we have given by the end of Quarter So what you see is that there are no major changes. You see that still there is some 20% of our high performance stainless after the divestiture of VDM. Overall, VDM revenues of 1.2bn will go out of the Company leaving the overall group sales at 5.4bn of turnover; 20% in high performance stainless and then a little bit more than half in Europe. America is 14% and Asia a little bit over 10%. Regarding our overall portfolio, no changes we will be able to provide stainless special grades in all the different areas that we have, be duplex, high performance austenitics, high resistant grades and martensitic grades, we will have all the standard grades still available of course in our austenitic CrNi grades, in the standard austenitic CrNiMo grades as well as in the full range of ferritic grades. We will also have an all product form covered so very much stainless coiled, sheet plate, quarto plate. We ll have long products, thin and precision strips, wire and tube. On page 20 you see that the overall announcement that we had on the 29 th of November will cover very much our way forward to strengthen the balance sheet and reach sustainable profitability. We will, as a summary, divest Terni and VDM to ThyssenKrupp at the full value of the loan note currently 1.27 billion at Quarter 3. The divestment will have an impact of a positive development of some 30 percentage points reduction in gearing. There will be amendments and extensions to the existing financial arrangement and there is on top a new loan facility with the maturity of three years of 500 million.

6 6 There will be a rights issue of 650 million that will take place directly after closing of the transaction and ThyssenKrupp will dissolve the Outokumpu ownership. The on-going actions to strengthen the cash flow of profitability will still remain that we have in total cost savings of 450 million, out of which 380 will already be relevant in We will have due to the closures and the elimination of overcapacity, higher capacity utilisation and an improved product mix. The ramp up and the profitability improvement of Calvert of the US is proceeding well now. Ferrochrome ramp up is proceeding as planned and will reach its final stage in We will extract 300 million of cash from the working capital by 2014 and there will be significant lower Capex level at below 200 million in So all of that on page 21 in a summary underlines the key milestone that we have announced with these comprehensive measures to enable Outokumpu to reinforce its global stainless steel leadership position. It is a solution to the EU requirements, it is the securitisation of the company s balance sheet and liquidity. We have received attractive valuations for VDM and Terni in the sale to ThyssenKrupp in exchange for the loan note. Of course, we have seen strong support from all Outokumpu s stakeholders when we proposed all these measures and this comprises the key shareholders, our senior lenders and all the supportive elements surrounding Outokumpu. And Outokumpu s stainless steel offering will still be globally the broadest and there will be all steel offerings and value proposition remaining intact after this sale of VDM and Terni. Our goal clearly remains to return Outokumpu fast back to profitability and putting us in the position to reduce our debt and pay the dividends to our shareholders, and the immediate operational focus is continuing to be to deliver the synergies and operational savings, to do the restructuring and drive the overall growth through the ramp up in US and our ferrochrome investments. So with these comprehensive measures introduced last week Friday, we are taking an important step towards the goal of a leading position in stainless steel and to the financial strength of Outokumpu. So with this, I would like to conclude the presentation and will be ready for questions if there are any. Thank you very much. James Hanford Credit Suisse Questions and Answers Hi there, thank you good morning. Firstly, just the impacts on the balance sheet from the two transactions is obviously very clear, but I was just wondering if you could give us now a clear impact of your estimated earnings impact from the VDM divestment. Obviously you said it made 1.3 billion in sales in 2012, but now it s been divested, can you give us a clearer idea of the impact on the earnings from the sale? And then secondly just on ()() has anything change now here with regards to these strategic reviews? I mean obviously the gearing ratio will be considerably reduced following both of these transactions. So I was wondering if you could please communicate if there s been any change in how you thinking about these strategic reviews as well. Thanks very much.

7 7 Thank you for your question. To your first question regarding the earnings of VDM we are not disclosing the specific situation of the earnings of VDM. We have just been looking into our high performance stainless and alloys business are and their VDM is included. VDM is a profitable business but we have not specifically shown what the earnings are and what the specific financial performance of VDM is. Regarding your second question of ()() nothing has changed there so there will be still the strategic review of this operations and what will be the consequences of the operational set up be concluded by the end of This will be on the few weeks that we will be able to decide and also communicate on that. So no changes in that respect from the management point of view. Okay thanks a lot just wanted to check if there was any way you could be more specific, but that s fine. Thanks very much indeed. Thank you. Thank you Neil Hampad - Nomura. Hi there it s Neil Hampad from Nomura just a question on your Capex bill. So previously you got it to a 120 to 150 million of maintenance Capex including VDM, so I would suspect that would have come down ex VDM, and then in addition to that I guess the only growth Capex that I see is the 100 million to be invested in Krefeld over the next three years. To me it looks like the 200 million of Capex that you guiding to or is below looks a little bit on the high side. Could you kind of build a bit of a bridge here for 2014 Capex please? Thank you for the question. I think your calculations are quite on the spot and indeed there will be reduction of the maintenance Capex from VDM in our 120 to 150 range. However, it is not specifically the maintenance Capex which is high in VDM; it is very much the growth and adjustment Capex that helps this business always to move in an advancing industrial environment, that in special alloys require adjustment to the latest state of technology. So it is not so much the maintenance Capex in VDM that falls away, but specifically the growth Capex and adjustment to new business opportunities. Overall the level of below 200 seems appropriate for us, also on a sustainable level and we also think that of cause we will not stop our opportunities to also improve and optimise our production and operation system, but we will do that in very limited way and this is why you have seen that this year there have been some investments in our quarto plate operation. We had, of course, built some investments in Calvert and Alabama and that will be only quite limited investment levels on top of what we see on the () investments of the 100 million to enable its ferritic strategy and close the side of () later on. Alexander Leroy - BPI Good morning gentlemen. First congratulation, a very nice deal; unexpected I guess by most of the people in the market. I just wanted to know from a sector point of view, what do you think ThyssenKrupp is going to do with Terni, first of all, going forward? Second can you release the prices we ve been receiving from Abram and Appolo(?) now that the deal is over?

8 8 Thank you for your question. Regarding the strategic concept of ThyssenKrupp with Terni, I think there have been quite some comprehensive discussions on that during ThyssenKrupp s opening regarding the year-end numbers, and both Mr Hiesinger and Mr Kerkoff have given a quite clear perspective about that. So it s not on Outokumpu to speculate how this will be done but as said we do not expect that there will be any kind of shifts in the market compared to the current situation because we see that ThyssenKrupp is a capable owner, has a very good ability to combine this with their distribution assets that they have in their portfolio and they have been running this business before, so we feel that there s also good knowledge and knowhow, how to operate in the stainless steel market. Then regarding the overall disclosures of any kind of competitive offers, we of cause have received them on a confidential basis and will not be able to comment on that. However, it is clear that the offering from ThyssenKrupp for both of these assets have been clearly the most attractive. Okay thanks a lot. Jari Raisinen - Pohjola Bank Yes good morning. Could you please open up a bit what is the total book value of this Terni and VDM package and does that transaction possibly bring some capital gain or loss? Thank you. Yes thank you for the question. You can see on the one page that we have included in our presentation regarding the values that overall, we are not expecting any kind of change in our equity situation this is page 14 by way. Where we see that in a proforma situation, we see that this roughly stays in line. So in total we see that we do not see any kind of significant book loss or book gain from this, simply also due to the situation that regarding our purchase price allocation, we will be able to do small adjustments just to make sure that we do not have any kind of disruptions here. You can also see that regarding the assets held for sale in Q3/2013 which is more or less the Terni and Willich package here, we have a value of 633 million included, so this resembles this specific value. Alright thank you. No further questions Closing Comments Well if there are no further questions then let me thank you for your attendance and thank you for your questions to this important announcement that Outokumpu was doing Friday last week, and with that, I propose to conclude the call.

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