YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE LISTING PARTICULARS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON.

Transcription

1 IMPORTANT NOTICE The following disclaimer applies to the listing particulars following this page (the Listing Particulars ). You must read this disclaimer carefully before accessing, reading or making any other use of the Listing Particulars. Access to the Listing Particulars is restricted for regulatory reasons. By accessing the Listing Particulars, you agree to be bound by the following terms and conditions. The Listing Particulars relate to the admission for listing and trading of the securities discussed in the Listing Particulars. The Listing Particulars do not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. In particular, no securities are being offered or sold, directly or indirectly, in or into the United States pursuant to the Listing Particulars and no securities of Outokumpu Oyj have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), or under the securities laws of any state of the United States and, accordingly, may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S under the Securities Act), unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States. The distribution of the Listing Particulars may, in certain jurisdictions, be restricted by law. The Listing Particulars may not be sent to any jurisdiction in which it would not be permissible to do so. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE LISTING PARTICULARS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON. ANY FORWARDING OR DISTRIBUTION OF THE LISTING PARTICULARS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Prior to accessing the Listing Particulars, I confirm that I have read, understand and agree to comply with all of the restrictions set forth above.

2 SUPPLEMENT TO OUTOKUMPU OYJ S LISTING PARTICULARS DATED DECEMBER 28, 2012 January 2, 2013 Outokumpu Oyj ( Outokumpu ) revises the listing particulars dated December 28, 2012 relating to the listing of 621,042,572 new shares on the official list of NASDAQ OMX Helsinki Ltd with the following information relating to Outokumpu s capitalization and indebtedness: The table relating to capitalization and indebtedness on page 54 of the English language listing particulars is replaced by the following table. The changes in the table relate to the items Net current financial indebtedness and Net financial indebtedness. Net current financial indebtedness (actual) of EUR 529 million is changed into negative EUR 529 million and net current financial indebtedness (as adjusted for the Inoxum Transaction (pro forma)) of negative EUR 554 million is changed into EUR 554 million. Net financial indebtedness (actual) of EUR 2,102 million is changed into EUR 1,044 million and net financial indebtedness (as adjusted for the Inoxum Transaction (pro forma)) of EUR 1,995 million is changed into EUR 3,103 million. As at September 30, 2012 As adjusted for the Inoxum Transaction Actual (pro forma) (1) (unaudited) (EUR in millions) CAPITALIZATION Current interest-bearing debt Of which unguaranteed/unsecured Of which guaranteed/secured (2) Total Non-current interest-bearing debt Of which unguaranteed/unsecured ,841 Of which guaranteed/secured (2) Total... 1,573 2,549 Total debt... 2,223 3,348 Shareholders equity Share capital Premium fund Other reserves Share issue ,433 Retained earnings ,064 Total... 2,843 3,572 Total shareholders equity and interest-bearing financial debt... 5,066 6,920 NET INDEBTEDNESS Cash and cash equivalents... 1, Liquidity... 1, Bonds... Loans from financial institutions Commercial paper Pension loans Finance lease liabilities Other current liabilities Current financial debt Net current financial indebtedness (3)... (529) 554 Bonds issued Non-current loans from financial institutions Pension loans Finance lease liabilities Loan Note (4) Other long-term liabilities Non-current financial debt... 1,573 2,549 Net financial indebtedness... 1,044 3,103

3 (1) For information on pro forma adjustments and basis for preparing the information set forth in this column, see Pro Forma Financial Information. (2) Mortgages and guarantees. For additional information, see Operating and Financial Review and Prospects Borrowings. (3) Net current financial indebtedness = liquidity + other financial receivables current financial debt. (4) The principal amount of the Loan Note based on Inoxum s audited combined statement of financial position as at September 30, On the Completion Date, the principal amount of the Loan Note has been calculated based on an estimate of Inoxum s Intra-Group Financing Balance (as defined herein) prepared by ThyssenKrupp in accordance with the Business Combination Agreement and consists of two tranches. The initial principal amount of the first tranche is approximately EUR 700 million, which will be adjusted following the Completion Date as described below ( Tranche A ), and the initial principal amount of the second tranche is EUR 550 million ( Tranche B ). For more information on the conditions related to the Loan Note see Material Agreements Inoxum Transaction Loan Note. 2

4 LISTING PARTICULARS Listing of 621,042,572 Shares On January 31, 2012, Outokumpu Oyj ( Outokumpu ) entered into a business combination agreement (the Business Combination Agreement ) with ThyssenKrupp AG ( ThyssenKrupp ), pursuant to which Outokumpu agreed to acquire from ThyssenKrupp the entire share capital of both Inoxum GmbH and ThyssenKrupp Nirosta GmbH ( Nirosta ) (collectively, Inoxum ), the parent companies of the group comprising the stainless steel business of ThyssenKrupp (the Inoxum Transaction ). As part of the consideration paid by Outokumpu for Inoxum, on the date of these listing particulars (the Completion Date ), the Board of Directors of Outokumpu approved, pursuant to the authorization of the Extraordinary General Meeting of shareholders held on March 1, 2012, a directed issue of 621,042,572 new shares in Outokumpu (the Placement Shares, and together with the existing shares in Outokumpu, the Shares ) to ThyssenKrupp (the Placement ). The Placement Shares represent, in aggregate, 29.9 percent of Outokumpu s issued and outstanding shares after the Placement. The Placement Shares will be issued against contribution in kind of the entire share capital of both Inoxum GmbH and Nirosta. The subscription price for the Placement Shares is EUR per share and it has been determined on the basis of the volume weighted average price of Outokumpu shares on NASDAQ OMX Helsinki Ltd (the Helsinki Stock Exchange ) during the period from October 1, 2012 to December 19, On the Completion Date, Outokumpu also paid ThyssenKrupp EUR 1 billion in cash and entered into a loan agreement with ThyssenKrupp (the Loan Note ). As part of the Inoxum Transaction, Outokumpu also assumed certain pension and other liabilities of Inoxum. For more information, see Material Agreements Inoxum Transaction Business Combination Agreement. These listing particulars relate to the admission for listing and trading (the Listing ) of the Placement Shares on the official list of the Helsinki Stock Exchange. Outokumpu expects that the Placement Shares will be registered with the trade register maintained by the National Board of Patents and Registration in Finland (the Trade Register ) on or about December 31, Outokumpu intends to file an application for the Placement Shares to be admitted to trading on the Helsinki Stock Exchange. Outokumpu expects that the Placement Shares will be listed on the Helsinki Stock Exchange on or about January 3, No Placement Shares or any other securities of Outokumpu are being offered or sold pursuant to these listing particulars. See Risk Factors for a discussion of certain risk factors relating to Outokumpu. These listing particulars do not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction. In particular, no securities are being offered or sold, directly or indirectly, in or into the United States pursuant to these listing particulars and neither the Placement Shares nor any other securities of Outokumpu have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), or under the securities laws of any state of the United States and, accordingly, may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S under the Securities Act), unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws of the United States. The distribution of these listing particulars may, in certain jurisdictions, be restricted by law. These listing particulars may not be sent to any jurisdiction in which it would not be permissible to do so. The date of these listing particulars is December 28, 2012.

5 TABLE OF CONTENTS SUMMARY... 1 RISK FACTORS Risks Relating to the Inoxum Transaction Risks Relating to the Combined Group and the Stainless Steel Industry Risks Relating to Financial Condition and Financing Risks Relating to the Shares INOXUM TRANSACTION STOCK MARKET INFORMATION DIVIDENDS AND DIVIDEND POLICY OF OUTOKUMPU EXCHANGE RATES CAPITALIZATION AND INDEBTEDNESS SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION PRO FORMA FINANCIAL INFORMATION AUDITOR S ASSURANCE REPORT ON PRO FORMA FINANCIAL INFORMATION OPERATING AND FINANCIAL REVIEW AND PROSPECTS Overview of Outokumpu Inoxum Transaction Key Factors Affecting Results of Operations Recent Developments Short-term Outlook Non-IFRS Measures Explanations of Key Income Statement Items Results of Operations Development of Outokumpu s Results of Operations and Financial Condition in Comparison to Its Objectives Liquidity and Capital Resources Inventories Working Capital Statement Balance Sheet Data Borrowings Contractual Obligations and Contingent Liabilities Off-balance-sheet Liabilities Government Grants Capital Expenditure Financial Risk Management Critical Accounting Policies Recent Accounting Pronouncements OPERATING AND FINANCIAL REVIEW AND PROSPECTS OF INOXUM Overview Presentation of Financial Information and Factors Affecting Comparability Key Factors Affecting Results of Operations Recent Developments Non-IFRS Measures Explanations of Key Items in the Combined Statement of Income of Inoxum Results of Operations Liquidity and Capital Resources Balance Sheet Data Borrowings Contractual Obligations and Contingent Liabilities Subsidies and Governmental Grants Off-balance-sheet Liabilities Capital Expenditure Financial Risk Management Selected Critical Accounting Policies and Use of Judgments and Estimates INDUSTRY OVERVIEW BUSINESS OF OUTOKUMPU Overview History Outokumpu s Organization Outokumpu s Business Operations Production Facilities and the Kemi Mine (ii)

6 Service Centers, and Distribution and Sales Network Customers Raw Materials, Energy and Supplies Research and Development Intellectual Property Group Legal Structure and Significant Subsidiaries Employees Insurance Legal Proceedings BUSINESS OF INOXUM Overview History Inoxum Separation Inoxum s Business Operations Production Facilities Divestment of the AST Business Service Centers and Sales Network Customers Raw Materials and Energy Research and Development Intellectual Property Group Legal Structure and Significant Subsidiaries Employees Insurance Legal Proceedings REGULATION AND ENVIRONMENTAL MATTERS MATERIAL AGREEMENTS BOARD OF DIRECTORS, MANAGEMENT AND AUDITORS OWNERSHIP STRUCTURE RELATED PARTY TRANSACTIONS DESCRIPTION OF THE SHARES AND SHARE CAPITAL FINNISH SECURITIES MARKETS TAXATION LEGAL MATTERS DOCUMENTS ON DISPLAY DOCUMENTS INCORPORATED BY REFERENCE INTO THE LISTING PARTICULARS GLOSSARY ANNEX A: OUTOKUMPU S ARTICLES OF ASSOCIATION (UNOFFICIAL ENGLISH TRANSLATION)... A-1 INOXUM S AUDITED COMBINED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED SEPTEMBER 30, 2012 (iii)

7 CERTAIN IMPORTANT INFORMATION In these listing particulars, (i) Outokumpu refers to Outokumpu Oyj and its consolidated subsidiaries, except where the context may otherwise require; (ii) Inoxum refers to the stainless steel business of ThyssenKrupp operated under Inoxum GmbH and Nirosta and the subsidiaries of these two companies, except where the context may otherwise require; and (iii) ThyssenKrupp refers to ThyssenKrupp AG. Outokumpu together with Inoxum is herein referred to as the Combined Group. Although the entities operating the stainless steel business of ThyssenKrupp were carved out as a separate group under Inoxum GmbH and Nirosta by September 30, 2011 (subject to certain exceptions) (see Operating and Financial Review and Prospects of Inoxum Presentation of Financial Information and Factors Affecting Comparability Reorganization of Inoxum ), Inoxum has been presented as a separate operation for all periods discussed in these listing particulars, except where the context may otherwise require. Further, the historical financial information for Outokumpu and Inoxum included in these listing particulars does not take into account the impact of the Inoxum Transaction, including, but not limited to, Outokumpu s commitment to divest the Divestment Assets (as defined herein). For pro forma financial information giving effect to the Inoxum Transaction, including the disposal of the Divestment Assets, see Pro Forma Financial Information. For definitions of certain other terms used in these listing particulars, see Certain Defined Terms and Glossary. In connection with the Listing, Outokumpu has prepared a Finnish language listing prospectus (the Finnish Prospectus ) in accordance with the Finnish Securities Markets Act (495/1989, as amended, the Finnish Securities Markets Act ), Commission Regulation (EC) No. 809/2004 of April 29, 2004 (Appendices I, II and III) implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements, Commission Delegated Regulation (EU) No 486/2012 of March 30, 2012 amending Regulation (EC) No 809/2004 as regards the format and the content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements, the Finnish Ministry of Finance Decree on offering circulars referred to in Chapter 2 of the Finnish Securities Markets Act (452/2005, as amended) and the standards issued by the Finnish Financial Supervisory Authority (the FFSA ). The FFSA has approved the Finnish Prospectus; however, it is not responsible for the accuracy of the information presented therein or herein. The register number of the FFSA s approval of the Finnish Prospectus is FIVA 120/ /2012. These listing particulars are, in all material respects, a translation of the Finnish Prospectus. No person is or has been authorized to give any information or to make any representation in connection with the Listing other than those contained in these listing particulars and, if given or made, such information or representation must not be considered as having been so authorized. Information given or representations made in connection with the Listing that are inconsistent with those contained in these listing particulars are invalid. The data contained herein is current as at the date of these listing particulars. Neither the delivery of these listing particulars nor the Listing means that no adverse changes have occurred or events have happened that may or could result in an adverse effect on Outokumpu s business, financial condition or results of operations. Nothing contained in these listing particulars constitutes, or shall be relied upon as, a promise or representation by Outokumpu as to the future. In making an investment decision, each prospective investor in Outokumpu must rely on their own examination, analysis and enquiry of Outokumpu, the Combined Group, Inoxum and the Inoxum Transaction, including the merits and risks involved. Each prospective investor should consult their own advisors before investing in Outokumpu. Prospective investors in Outokumpu are required to make their independent assessment of the legal, tax, business, financial and other consequences of a prospective investment. They are also required to make their independent assessment of the risks involved in the investment. Any tax consequences arising from an investor s investment in Outokumpu will be solely on account of such investor. No Placement Shares or any other securities of Outokumpu are being offered or sold pursuant to these listing particulars. The distribution of these listing particulars may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Placement Shares for public offer in any jurisdiction. Outokumpu requires persons into whose possession these listing particulars comes to inform themselves of and observe all such restrictions. Outokumpu does not accept any legal responsibility for any violation by any person, whether or not a shareholder of Outokumpu, of any such restrictions. Accordingly, neither these listing particulars nor any advertisement or any other materials relating to the Placement may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. Any disputes arising in connection with these listing particulars or the Finnish Prospectus will be settled exclusively by a court of competent jurisdiction in Finland. (iv)

8 SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS These listing particulars contain forward-looking statements about Outokumpu, the Combined Group, Inoxum and the Inoxum Transaction that are not historical facts, but statements about future expectations. When used in these listing particulars, the words aims, anticipates, assumes, believes, could, estimates, expects, intends, may, plans, should, will, would and similar expressions as they relate to Outokumpu, the Combined Group, Inoxum, the Inoxum Transaction or Outokumpu s management identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in these listing particulars, including in the sections Summary, Risk Factors, Inoxum Transaction, Dividends and Dividend Policy of Outokumpu, Capitalization and Indebtedness, Pro Forma Financial Information, Operating and Financial Review and Prospects, Operating and Financial Review and Prospects of Inoxum, Industry Overview, Business of Outokumpu, Business of Inoxum and wherever these listing particulars include information on the future results, plans, synergy benefits or expectations with regard to Outokumpu, the Combined Group or the Inoxum Transaction, or on growth, profitability and the general economic conditions to which Outokumpu and the Combined Group are exposed. Such statements relate to, among others: Outokumpu s and the Combined Group s strategy, prospects and outlook; expectations regarding integration of Inoxum into Outokumpu s existing stainless steel business; expectations regarding the amount and the timeframe for synergy benefits and other benefits expected to arise from the Inoxum Transaction; expectations regarding costs relating to the Inoxum Transaction and integration measures; expectations regarding planned capacity closures and redundancies within Outokumpu and Inoxum; expectations of Outokumpu s management on the effects of risks concerning its and the Combined Group s business; anticipated developments in the major segments and industries in which the Combined Group operates; anticipated completion and impact of Outokumpu s and Inoxum s investment programs; expectations regarding Outokumpu s operational and financial targets; Outokumpu s dividend policy; general economic conditions in Europe, the Americas, Asia and other regions in which the Combined Group operates; the trends and the competitive environment in the industries and sectors in which the Combined Group operates; and the development of the global financial markets. These forward-looking statements are based on Outokumpu s present plans, estimates, projections and expectations. They are based on certain expectations that, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Prospective investors in Outokumpu and the Combined Group should not unduly rely on these forward-looking statements. Numerous factors may cause actual results, realized revenues or performance to differ materially from the results, revenues and performance expressed or implied in the forward-looking statements. These factors include, among others: changes and delays in implementing Outokumpu s strategy for the Combined Group; the risk that the Combined Group is unable to achieve the synergy benefits as estimated as at the date of these listing particulars; (v)

9 Outokumpu s ability to successfully integrate Inoxum into its existing stainless steel business or the risk that such integration may be more difficult, time-consuming or costly than anticipated on the date of these listing particulars; the risk that Inoxum may be subject to liabilities of which Outokumpu is unaware at the date of these listing particulars, including environmental and pension liabilities; actions taken by Outokumpu s competitors in response to the Inoxum Transaction; the impact on the Combined Group s business of general economic conditions in Europe, the Americas, Asia and other regions in which the Combined Group operates; the risk of excessive capacity in the stainless steel industry globally, and especially in China; the risk of a protracted decrease in stainless steel prices or of price volatility; any volatility or increases in the cost of raw materials and energy; competitive developments that impact demand for Outokumpu s and the Combined Group s products; the risk that the Combined Group s indebtedness could increase, limiting its operative flexibility; the risk that the Combined Group s access to funding may not be available due to market conditions, or otherwise; the impact on the Combined Group s business of changes in laws and regulations; the availability of qualified personnel to the Combined Group; changes in foreign currency rates and interest rates; and the general risks and uncertainties applicable to the Combined Group and its business. These listing particulars contain certain estimates relating to cost reductions and other benefits expected to arise from the Inoxum Transaction and the integration of Inoxum into Outokumpu s existing stainless steel business as well as related costs to implement such measures. The estimates present the expected future impact of the Inoxum Transaction and the integration of Inoxum into Outokumpu s existing stainless steel business on the business, financial condition and results of operations of the Combined Group. Such estimates are based on a number of assumptions made in reliance on the information available to Outokumpu and management s judgments based on such information. Such assumptions include, among others, that the contemplated capacity closures can be effected in the planned timeline; that the planned redundancies can be effected in a manner consistent with past restructurings; that the costs underlying the analysis of variable and fixed cost benefits, which are based on historical performance data, will not materially change during the restructuring phase; and that actual environmental remediation costs will equal Outokumpu s estimates. However, the assumptions used in estimating these synergies are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the synergy benefit estimates. For more information on the assumptions used to estimate the cost synergy and other benefits expected to arise from the Inoxum Transaction and the integration of Inoxum into Outokumpu s existing stainless steel business, see Operating and Financial Review and Prospects Inoxum Transaction Assumptions Used in Preparing the Cost Synergy Potential Estimates and Implementation Costs Estimates. Additional factors that could cause Outokumpu s and Combined Group s actual results of operations, performance or achievements to differ materially include, but are not limited to, those discussed under Risk Factors. The absence or the occurrence of these factors may cause actual results, including the financial position and profitability of the Combined Group, to differ significantly from the results stated or described, expressly or implicitly, in the sections containing such forward-looking statements. In light of the risks, uncertainties, assumptions and other factors referred to in these listing particulars, events described in the forward-looking statements may not occur or may fail to materialize. Consequently, Outokumpu cannot guarantee the accuracy and completeness of any of the forward-looking statements contained in these listing particulars or the actual materialization of predicted developments. Outokumpu expressly disclaims any obligation to update such forward-looking statements or to adjust them in light of future events or developments except as required by law or regulation. (vi)

10 Historical Financial Statements of Outokumpu PRESENTATION OF FINANCIAL INFORMATION The historical financial information of Outokumpu included in these listing particulars has been derived from Outokumpu s audited consolidated financial statements as at and for the years ended December 31, 2011 and 2010, including comparative unaudited consolidated financial information as at and for the year ended December 31, 2009, and unaudited consolidated interim financial statements as at and for the nine months ended September 30, 2012, including unaudited comparative consolidated interim financial information as at and for the nine months ended September 30, These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as adopted by the European Union (the EU ). Outokumpu s audited consolidated financial statements as at and for the years ended December 31, 2011, 2010, 2009 and unaudited consolidated interim financial statements as at and for the nine months ended September 30, 2012, including unaudited comparative consolidated interim financial information as at and for the nine months ended September 30, 2011, are incorporated by reference herein. See Documents Incorporated by Reference into the Listing Particulars. Outokumpu s audited parent company financial statements as at and for the years ended December 31, 2011, 2010 and 2009 have been prepared in accordance with Finnish Accounting Standards and the Finnish Accounting Act (1336/1997, as amended). Outokumpu s audited consolidated financial statements and audited parent company financial statements as at and for the years ended December 31, 2011, 2010 and 2009 have been audited by KPMG Oy Ab, with Mauri Palvi, Authorized Public Accountant, as the responsible auditor. In 2011, Outokumpu s segment reporting was changed as compared to 2010 regarding the Kloster thin strip production facility in Sweden. In 2010, the Kloster thin strip production facility was reported under the Specialty Stainless reporting segment and in 2011, under the General Stainless reporting segment. In order to facilitate comparison of segment information across the periods, segment information for the year ended December 31, 2010 was restated in Outokumpu s consolidated financial statements as at and for the year ended December 31, The restatement affected sales and operating profit segment information. The restated segment information has not been audited as indicated throughout these listing particulars. The full audited consolidated financial statements of Outokumpu as at and for the year ended December 31, 2010 are incorporated by reference herein. In 2010, Outokumpu reclassified its remaining Brass operations from discontinued operations to Outokumpu s other operations under continuing operations. In order to facilitate comparison across the periods, Outokumpu s consolidated financial statements as at and for the year ended December 31, 2009 were restated as comparative information in Outokumpu s audited consolidated financial statements as at and for the year ended December 31, The restatement affected sales of other operations and operating profit. In addition, due to the nature of the restatement, all items in consolidated statement of profit or loss, consolidated statement of financial position, and consolidated statement of cash flows, as well as corresponding notes to the financial statements, except net profit or loss for the financial year, total assets and total equity and liabilities, were changed due to the restatement. The restated financial information has not been audited as indicated throughout these listing particulars. Outokumpu s audited historical financial information as at and for the year ended December 31, 2009 in which the remaining Brass operations are included in discontinued operations have been incorporated by reference herein. Historical Combined Financial Statements of Inoxum The historical combined financial information of Inoxum included in these listing particulars have been derived from Inoxum s audited combined financial statements as at and for the fiscal year ended September 30, 2012 and Inoxum s audited combined financial statements as at and for the fiscal years ended September 30, 2011, 2010 and 2009 and from the underlying accounting system. These audited combined financial statements have been prepared in accordance with IFRS as adopted by the EU. Inoxum s audited combined financial statements as at and for the fiscal years ended September 30, 2011, 2010 and 2009 are incorporated by reference herein. See Documents Incorporated by Reference into the Listing Particulars. Inoxum s audited combined financial statements as at and for the fiscal year ended September 30, 2012 are included in the F-pages to these listing particulars. Inoxum s audited combined financial statements as at and for the fiscal year ended September 30, 2012 and Inoxum s audited combined financial statements as at and for the fiscal years ended September 30, 2011, 2010 and 2009 have been audited by PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft ( PwC ), with its address at Friedrich-List-Strasse 20, Essen, Germany. PwC is a member of the German Chamber of Public Accountants (Wirtschaftsprüferkammer), Berlin. Inoxum s audited combined financial statements have been prepared on a carve out basis from ThyssenKrupp s consolidated financial statements reflecting the historical results of operations, assets, liabilities and cash flows attributable to Inoxum as well as allocations of expenses from ThyssenKrupp. At the time of preparing the audited combined financial statements, the business activities of Inoxum corresponded mainly to the business activities previously combined under the Stainless segment or the Stainless Global business area in ThyssenKrupp s group (vii)

11 reporting. However, the combined financial information does not necessarily reflect what its combined results of operation, financial position and cash flows would have been had Inoxum operated as an independent group during the periods presented. Moreover, the combined financial information may not be indicative of Inoxum s future performance of the operative activities aggregated within Inoxum. Furthermore, the combined financial statements exclude the effects of the conditions imposed by the European Commission to commit Outokumpu to divest certain of Inoxum s production facilities and stainless steel service centers as discussed in more detail in Inoxum Transaction Regulatory Approvals. For more information on basis for preparation of Inoxum s audited combined financial statements, see Operating and Financial Review and Prospects of Inoxum Presentation of Financial Information and Factors Affecting Comparability. Pro Forma Financial Information These listing particulars also include unaudited pro forma financial information giving effect to the Inoxum Transaction as if the Inoxum Transaction had been completed on: January 1, 2011 for the purposes of the unaudited pro forma statement of income and unaudited pro forma statement of comprehensive income for the 12 months ended December 31, 2011, and that of the unaudited pro forma interim statement of income and unaudited pro forma interim statement of comprehensive income for the nine months ended September 30, 2012; and September 30, 2012 for the purposes of the unaudited pro forma statement of financial position. The unaudited pro forma financial information below was prepared on a basis consistent with IFRS as adopted by the EU, except for the treatment of the effects of the disposal of certain Divestment Assets (the Remedy Adjustments ). The underlying remedy assets, associated liabilities and related income and expenses are carved out from the unaudited pro forma financial information (i.e., they are deducted from the corresponding items of the Combined Group in a separate column). The unaudited pro forma financial information is based on the financial information derived from the following sources: The unaudited pro forma statement of financial position as at September 30, 2012 was based on and derived from (a) Outokumpu s unaudited consolidated statement of financial position as at September 30, 2012; (b) Inoxum s audited combined statement of financial position as at September 30, 2012; and (c) the internal IFRS reporting of the Divestment Assets of Outokumpu and Inoxum; The unaudited pro forma statement of income and unaudited pro forma statement of comprehensive income for the 12 months ended December 31, 2011 were based on and derived from (a) Outokumpu s audited consolidated statement of income and audited consolidated statement of comprehensive income for the year ended December 31, 2011; (b) Inoxum s audited combined statement of income and audited combined statement of comprehensive income for the fiscal year ended September 30, 2011 (excluding Inoxum s unaudited combined interim statement of income and unaudited combined interim statement of comprehensive income for the three months ended December 31, 2010 and including Inoxum s unaudited combined interim statement of income and unaudited combined interim statement of comprehensive income for the three months ended December 31, 2011); and (c) the internal IFRS reporting of the Divestment Assets of Outokumpu and Inoxum; and The unaudited pro forma interim statement of income and unaudited pro forma interim statement of comprehensive income for the nine months ended September 30, 2012 were based on and derived from (a) Outokumpu s unaudited consolidated interim statement of income and unaudited consolidated interim statement of comprehensive income for the nine months ended September 30, 2012; (b) Inoxum s audited combined statement of income and audited combined statement of comprehensive income for the fiscal year ended September 30, 2012 (excluding Inoxum s unaudited combined interim statement of income and unaudited combined interim statement of comprehensive income for the three months ended December 31, 2011); and (c) the internal IFRS reporting of the Divestment Assets of Outokumpu and Inoxum. The unaudited pro forma financial information below was prepared in a manner consistent with the accounting principles applied in Outokumpu s audited consolidated financial statements as at and for the year ended December 31, 2011, except for the accounting policies related to post-employment benefit arrangements (pensions). Outokumpu applies the corridor method for the recognition of actuarial gains and losses arising from pension arrangements while Inoxum recognizes such gains and losses in other comprehensive income. Inoxum classifies interest expenses related to pension plans as well as the expected return on pension plan assets as financial expenses and financial income, respectively. Outokumpu treats these interest expenses and the expected return on plan assets as part of the employee benefit expenses. (viii)

12 In preparation of the unaudited pro forma financial information the future accounting policy of Outokumpu has been applied which corresponds to Inoxum s current accounting policy and has been explained in more detail in pro forma Note 3. The unaudited pro forma adjustments also give effect to events that are directly attributable to the Inoxum Transaction, and the proposed financing thereof. The unaudited pro forma statement of financial position presents the Inoxum Transaction as being accounted for under the acquisition method in accordance with IFRS 3 Business Combinations. Under the acquisition method, assets and liabilities are recorded at their fair values on the date of acquisition. The adjustments also include the Remedy Adjustments. The remedy adjustments include the following from the Divestment Assets: Outokumpu s stainless steel service center in Willich, Germany; Inoxum s AST S.p.A., Italy; Inoxum s Terninox stainless steel service center, Italy; and Inoxum s IT-service company Aspasiel S.r.l, Italy. Those assets that may be divested at the option of the purchaser of the Divestment Assets have not been included in the Impact of Remedy Adjustments, except for the warehouses in Padova, Ancona, Florence and Bologna, Italy that are legally a part of Terninox. The unaudited pro forma financial information below, including the provisional purchase price allocation, are mainly based on the carrying values since the fair values of the assets could not be determined reliably as at the date of this pro forma financial information. Therefore, the provisional purchase price allocation is hypothetical and the final purchase price allocation may significantly differ from the provisional purchase price allocation presented in this unaudited pro forma financial information. The unaudited pro forma financial information below has been prepared for illustrative purposes and, because of their nature, addresses a hypothetical situation and therefore, do not represent Outokumpu s actual financial position or results of operations. The unaudited pro forma financial information does not purport to represent what Outokumpu s financial position and results would have been if the Inoxum Transaction had been completed on the dates indicated nor do they purport to represent Outokumpu s or the Combined Group s results of operations for any future period or financial position at any future date. The unaudited pro forma financial information does not reflect the effect of estimated synergies and efficiencies associated with the Inoxum Transaction. Outokumpu will recognize the identifiable assets acquired and the liabilities assumed as of the Completion Date. The provisional amounts recognized at the Completion Date, based on the provisional purchase price allocation including the determination of fair values, may be adjusted within 12 months after the Completion Date, to reflect new information obtained about facts and circumstances that existed as at the Completion Date. For more information, see Pro Forma Financial Information. Non-IFRS Measures Certain measures included in these listing particulars are not measures of performance under IFRS. These include operating result before depreciation, amortization and impairments ( EBITDA ) and adjusted EBITDA. The non-ifrs measures disclosed in these listing particulars are unaudited supplementary measures of Outokumpu s and Inoxum s performance and liquidity that are not required by, or presented in accordance with, IFRS. Non-IFRS measures should be considered as an alternative to the measures determined in accordance with IFRS. Outokumpu and Inoxum calculate EBITDA and adjusted EBITDA differently; therefore, they may not be comparable. For example, Outokumpu includes impairments in EBITDA, whereas Inoxum does not. For a reconciliation of EBITDA and adjusted EBITDA to the closest IFRS measure for Outokumpu and Inoxum, see Operating and Financial Review and Prospects Non-IFRS Measures and Operating and Financial Review and Prospects of Inoxum Non-IFRS Measures, respectively. Although EBITDA and adjusted EBITDA are not measures of operating income, operating performance or liquidity under IFRS, Outokumpu has presented such measures in these listing particulars because it understands that such measures are used by some investors to determine a company s ability to service indebtedness and fund ongoing capital expenditure. EBITDA and adjusted EBITDA should not, however, be considered in isolation or as a substitute for operating result as defined by Outokumpu or Inoxum, or for cash flows from operating activities as determined in accordance with IFRS, or as an indicator of operating performance, or as a member of discretionary cash available to Outokumpu or to Inoxum to invest in the growth of their respective businesses. The non-ifrs measures disclosed in these listing particulars may not be comparable to those disclosed by other companies as EBITDA and adjusted EBITDA are not uniformly defined. Some of the limitations of EBITDA and adjusted EBITDA as measures are: they do not reflect Outokumpu s or Inoxum s cash expenditures or future requirements for capital expenditure or contractual commitments; they do not reflect changes in, or cash requirements for, Outokumpu s or Inoxum s working capital needs; (ix)

13 although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the measures do not reflect any cash requirements for such replacements; and other companies in the stainless steel industry may calculate EBITDA and adjusted EBITDA differently than Outokumpu or Inoxum do, limiting their usefulness as comparative measures. Accordingly, undue reliance should not be placed on the non-ifrs measures presented in these listing particulars. NO INCORPORATION OF WEBSITE INFORMATION The Finnish Prospectus will be published on Outokumpu s website at on or about December 28, In addition, the Finnish Prospectus will be available at the Helsinki Stock Exchange, located at Fabianinkatu 14, FI Helsinki, Finland, on or about December 28, However, the contents of Outokumpu s website or any other website do not form a part of these listing particulars (except for the documents incorporated by reference into these listing particulars as set forth in Documents Incorporated by Reference into the Listing Particulars ). AVAILABLE INFORMATION Outokumpu publishes annual reports, including its audited consolidated financial statements, quarterly interim financial information and other information as required by the Helsinki Stock Exchange. All annual reports are published in English and annual financial reports, interim reports and stock exchange releases are published in Finnish and English. None of these documents form part of these listing particulars (except for the documents incorporated by reference into these listing particulars as set forth in Documents Incorporated by Reference into the Listing Particulars ). MARKET AND INDUSTRY INFORMATION These listing particulars contain information about the markets and industries in which Outokumpu and/or Inoxum operate and Outokumpu s and Inoxum s competitive position therein. Where such information contained in these listing particulars has been derived from third-party sources, the name of the source is given therein. While Outokumpu has accurately reproduced such third-party information, Outokumpu has not verified the accuracy of such information, market data or other information on which third parties have based their studies. As far as Outokumpu is aware and is able to ascertain from information published by these third parties, no facts have been omitted that would render the reproduced information inaccurate or misleading. Moreover, market studies are frequently based on information and assumptions that may not be exact or appropriate, and their methodology is by nature forward-looking and speculative. These listing particulars also contain estimates regarding the market position of Outokumpu and Inoxum that cannot be gathered from publications by market research institutions or any other independent sources. In many cases, there is no publicly available information on such data, for example from industry associations, public authorities or other organizations and institutions. Outokumpu believes that the estimates of market data and information derived therefrom and included in these listing particulars are helpful in order to provide a better understanding of the industry in which it and Inoxum operate as well as their position within this industry. Although Outokumpu believes that its internal market observations are fair estimates, they have not been reviewed or verified by any external experts and Outokumpu cannot guarantee that a third-party expert using different methods would obtain or generate the same results. PRESENTATION OF CERTAIN OTHER INFORMATION Financial information set forth in a number of tables in these listing particulars has been rounded. Accordingly, in certain instances, the sum of the numbers in a column or row may not conform exactly to the total figure given for that column or row. All references in these listing particulars to U.S. dollar and USD refer to the currency of the United States of America, those to British pound sterling and GBP to the currency of the United Kingdom, those to Swedish krona and SEK to the currency of Sweden, those to Chinese yuan renminbi and CNY refer to the currency of the People s Republic of China and those to euro and EUR refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. (x)

14 PRESENTATION OF MINERAL RESERVE AND RESOURCE DATA Included in these listing particulars are various statements relating to the amount of estimated mineral reserves and resources at the Kemi chromite mine. Outokumpu s mineral reserve and resource estimates described in these listing particulars constitute Outokumpu s internal estimates, which have been updated internally based on a mining expert s report prepared in 2003 in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code ). The mineral expert s report has not been updated by an external mineral expert since its issue and the estimates included in these listing particulars are Outokumpu s internal estimates. They have not been independently reviewed or verified. There can be no assurance that a report prepared by a third party would yield the same results as the estimates included in these listing particulars. Mineral resources are based on mineral occurrences quantified on the basis of geological data and an assumed cut-off grade, and are divided by Outokumpu into indicated and inferred categories reflecting decreasing confidence in geological and/or grade continuity. Resources may be viewed as the estimation stage prior to the application of more stringent economic criteria for reserve definition, such as a rigorously defined cut-off grade and mine design outlines, along with allowances for dilution and losses during mining. An ore reserve is the economically mineable part of the measured and/or indicated mineral resource. Ore reserves are not included in the mineral resources. Ore reserve estimates included in these listing particulars are designated by Outokumpu as proven. As used throughout these listing particulars, references to: CERTAIN DEFINED TERMS AST are to ThyssenKrupp Acciai Speciali Terni S.p.A.; Business Combination Agreement are to the business combination agreement by and between Outokumpu and ThyssenKrupp, dated January 31, 2012; China are to the People s Republic of China; Combined Group are to Outokumpu together with Inoxum; Divestment Assets are to Inoxum s production units (including all related sales and marketing activities and personnel) at the Terni integrated stainless steel production facility in Italy, Inoxum s Terninox stainless steel service center, Outokumpu s stainless steel service center in Willich; Germany and IT-service company Aspasiel S.r.l in Italy, and at the option of the purchaser of the Divestment Assets, Outokumpu s stainless steel service center in Tours, France; Inoxum s stainless steel service center in Birmingham, United Kingdom; the Terninox warehouses in Padova, Ancona, Florence and Bologna, Italy and Inoxum s forging production facility (Societá delle Fucine) in Terni, Italy. The remedy commitment does not include Terni s tube-making production facility (Tubificio di Terni) in Terni, Italy; EEA are to the European Economic Area; EU are to the European Union; euro area are to the economic and monetary union of 17 EU member states that have adopted the euro as their common currency and sole legal tender; HPA are to high performance alloy; IAS are to the International Accounting Standards as adopted by the EU; IFRS are to the International Financial Reporting Standards as adopted by the EU; Inoxum are to the stainless steel business Outokumpu acquired from ThyssenKrupp, which were operated under Inoxum GmbH and Nirosta and the subsidiaries of these two companies, except where the context may otherwise require; Inoxum Separation are to ThyssenKrupp s separation of its stainless steel and HPA businesses from its other operations; (xi)

15 Inoxum Transaction are to the transaction in which Outokumpu acquired from ThyssenKrupp the entire share capital of both Inoxum GmbH and Nirosta pursuant to the Business Combination Agreement; NAFTA are to the United States, Canada and Mexico; Nirosta are to ThyssenKrupp Nirosta GmbH; Nordic region are to Denmark, Finland, Norway and Sweden; NRV are to net realizable value; Outokumpu are to Outokumpu Oyj and its consolidated subsidiaries, except where the context may otherwise require; SKS are to Shanghai Krupp Stainless Co. Ltd.; SPS are to Shanghai Pudong Iron & Steel Co., Ltd.; Stainless USA are to ThyssenKrupp Stainless USA, LLC; ThyssenKrupp are to ThyssenKrupp AG; tonnes are to metric tons; United Kingdom or UK are to the United Kingdom of Great Britain and Northern Ireland; United States or U.S. are to the United States of America; and VDM are to ThyssenKrupp VDM GmbH. For definitions of certain technical terms used throughout these listing particulars, see Glossary. (xii)

16 SUMMARY Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in the summary for this type of securities and the issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and the issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with the mention of not applicable. Section A Introduction and warnings Disclosure Element requirement Disclosure A.1... Introduction... This summary should be read as an introduction to these listing particulars. Any decision to invest in the Shares should be based on a consideration of the listing particulars as a whole by prospective investors. Where a claim relating to the information contained in these listing particulars is brought before a court, the plaintiff might, under the national legislation of the member states, have to bear the costs of translating these listing particulars before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of these listing particulars or if it does not provide, when read together with the other parts of these listing particulars, key information in order to aid investors when considering whether to invest in the Shares. Element B.1... B.2... B.3... Disclosure requirement Section B Issuer Legal and commercial name... Outokumpu s name is Outokumpu Oyj. Disclosure Domicile/legal form/legislation/ country of incorporation... Outokumpu is domiciled in Espoo, Finland. Outokumpu is a public limited liability company incorporated in Finland and organized under the laws of Finland. Current operations and principal activities... Overview of Outokumpu Outokumpu is a leading stainless steel producer based on its annual melting capacity of 2.5 million tonnes and annual finished product capacity of approximately 1.8 million tonnes in In addition, Outokumpu is the leading producer of duplex stainless steel grades globally in terms of market share (source: International Stainless Steel Forum ( ISSF )) and the leading producer of duplex stainless steel grades in Europe in terms of market share (source: SMR GmbH Steel & Metals Market Research ( SMR )). The majority of Outokumpu s external stainless steel deliveries are standard and specialty austenitic stainless steel grades (approximately 86 percent for the year ended December 31, 2011), with the remaining deliveries consisting of ferritic stainless steel grades, which do not contain nickel, as well as duplex and other stainless steel grades. In addition, Outokumpu produces ferrochrome at its ferrochrome production facility, which is located next to Outokumpu s Tornio integrated stainless steel production facility in Finland, using chromite extracted from its wholly-owned Kemi chromite mine, which is located approximately 20 kilometers from the Tornio integrated production facility. Outokumpu has production facilities in Finland, Sweden, the United Kingdom and the United States. Its Tornio integrated production facility in Finland is the largest single site stainless steel production facility in Europe in terms of cold rolling capacity (source: CRU, November 2011) and is the only stainless steel production 1

17 Element Disclosure requirement Section B Issuer Disclosure facility in the world that is fully backwards-integrated into a ferrochrome production facility and a chromite mine. Overview of Inoxum Inoxum is one of the leading stainless steel producers globally with approximately 100 years of experience in stainless steel production. Inoxum s main stainless steel products are hot and cold rolled flat products in austenitic and ferritic stainless steel grades. Inoxum is a leading producer of ferritic stainless steel grades in Europe based on delivery volumes (source: EUROFER). To a lesser extent, Inoxum also produces tubes, forgings and low volumes of products in martensitic and some duplex stainless steel grades. In addition to stainless steel, Inoxum produces a variety of HPAs, such as nickel alloys, titanium, zirconium and cobalt alloys. Inoxum is one of the leading HPA producers in Europe based on nickel alloys deliveries (source: SMR). Inoxum has stainless steel production facilities in Germany, Italy, Mexico, the United States and China, and HPA production facilities in Germany and the United States. In 2007, Inoxum, in cooperation with ThyssenKrupp s carbon steel operations, began to build an integrated carbon and stainless steel production facility in Calvert, United States, which is scheduled to be completed by the end of 2012 and ramped up to full production capacity in Inoxum Transaction On January 31, 2012, Outokumpu entered into the Business Combination Agreement with ThyssenKrupp, pursuant to which Outokumpu agreed to acquire from ThyssenKrupp the entire share capital of both Inoxum GmbH and Nirosta, the parent companies of the group comprising the stainless steel business of ThyssenKrupp. The Inoxum Transaction was completed on the Completion Date. Pursuant to the terms of the Business Combination Agreement, the completion of the Inoxum Transaction was subject to, among other conditions, the receipt of the necessary regulatory approvals and confirmations from the relevant competition authorities, including the European Commission. Pursuant to Article 8(2) of Council Regulation (EC) No 139/2004, as amended, Outokumpu has agreed to certain commitments in order to enable the European Commission to approve the Inoxum Transaction and to declare it compatible with the internal market and the Agreement on the European Economic Area (the EEA Agreement ). Outokumpu s commitments include, with certain exceptions discussed in more detail in Inoxum Transaction Regulatory Approvals, the divestment of Inoxum s integrated stainless steel production facility in Terni, Italy and certain service centers in Europe. The commitments took effect on November 7, 2012, and oblige the Combined Group to divest the Divestment Assets (as defined herein) within six months. From the Completion Date until the disposal of the Divestment Assets, the Divestment Assets will, pursuant to commitments given to the European Commission, be subject to hold separate and ringfencing obligations and will therefore be run independently of the Combined Group until they are divested. Outokumpu expects to treat them as assets held for sale in its consolidated statement of financial position. As the Terni assets that are to be divested form a discontinued operation, related income and expense items will be presented separately in the consolidated statement of income. 2

18 Element B.4a... B.5... B.6... Disclosure requirement Section B Issuer Disclosure Significant recent trends of the issuer and its industry... Demand for stainless steel is expected to grow slightly in the fourth quarter of 2012 as a result of normal seasonality. No visible recovery among investment-driven enduse segments has taken place and distributor inventories are currently estimated to be below normal levels. Outokumpu s average base prices for stainless steel in the fourth quarter of 2012 are expected to be approximately at the same level as in the third quarter of Outokumpu s fourth-quarter external delivery volumes (stainless and ferrochrome) are expected to be at the same level or slightly higher than in the third quarter of Group structure... Outokumpu Oyj is the parent company of Outokumpu. The following table sets forth the significant subsidiaries that Outokumpu Oyj owned, directly or indirectly, as at September 30, 2012: Group Country holding (percent) Outokumpu Stainless Steel Oy... Finland 100 Outokumpu Stainless Oy... Finland 100 Outokumpu Chrome Oy... Finland 100 Outokumpu Stainless AB... Sweden 100 Outokumpu Treasury Belgium NV/SA... Belgium 100 Outokumpu GmbH... Germany 100 Outokumpu S.p.A... Italy 100 Outokumpu Stainless Bar, Inc.... United States 100 Outokumpu Stainless Plate, Inc.... United States 100 Outokumpu Stainless Pipe, Inc.... United States 100 Outokumpu Stainless Ltd... United Kingdom 100 OSTP Holding Oy... Finland 64 Notifiable interests... In so far as is known to Outokumpu, the following shareholders, directly or indirectly, have an interest in Outokumpu s capital or voting rights which is notifiable under Finnish law according to the shareholder register maintained by Euroclear Finland Ltd ( Euroclear Finland ) as at December 18, 2012 and assuming that the Placement Shares have been registered with the Trade Register and excluding 1,015,888 treasury Shares: Number of Shares Percent ThyssenKrupp ,042, Solidium Oy (a Finnish government-owned investment company) ,802, Different voting rights... Not applicable. None of Outokumpu s major shareholders have any voting rights that are different from those of the other shareholders in Outokumpu. Controlling interests... Not applicable. To the extent known to Outokumpu, Outokumpu is not directly or indirectly owned or controlled by any person. 3

19 Section B Issuer Disclosure Element requirement Disclosure B.7... Selected historical key financial information... Historical Financial and Other Information on Outokumpu The following tables present summary consolidated financial and other information on Outokumpu as at and for the nine months ended September 30, 2012 and 2011 and as at and for the years ended December 31, 2011, 2010 and The summary consolidated financial information presented below has been derived from Outokumpu s unaudited consolidated interim financial statements as at and for the nine months ended September 30, 2012, including unaudited comparative consolidated interim financial information as at and for the nine months ended September 30, 2011, and audited consolidated financial statements as at and for the years ended December 31, 2011 and 2010, including comparative unaudited consolidated financial information as at and for the year ended December 31, The historical audited consolidated financial statements of Outokumpu as at and for the year ended December 31, 2009 are incorporated by reference herein. Outokumpu s consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU. For the nine months ended September 30, For the year ended December 31, (unaudited) (audited, except where (unaudited) (1) otherwise indicated) (EUR in millions, except where otherwise indicated) CONSOLIDATED STATEMENT OF INCOME DATA Sales... 3,533 3,884 5,009 4,229 2,641 Cost of sales... (3,474) (3,756) (4,882) (4,051) (2,796) Gross margin (154) Other operating income (2) Selling and marketing expenses... (89) (107) (147) (135) (136) Administrative expenses... (115) (104) (153) (122) (128) Research and development expenses (2)... (14) (15) (21) (22) (19) Other operating expenses (2)... (30) (107) (113) (28) (32) Operating result... (167) (189) (260) (83) (441) Share of results in associated companies... (0) (4) (5) (10) (13) Total financial income and expenses (2)... (88) (50) (25) Result before taxes... (255) (119) (253) (143) (479) Income taxes Net result for the period (2)... (226) (68) (186) (124) (336) Attributable to Equity holders of Outokumpu (2)... (226) (68) (181) (123) (336) Non-controlling interest (2)... (0) (1) (5) (0) (0) Earnings per share (3) for result attributable to the equity holders of Outokumpu Earnings per share (4), adjusted to give effect to the Rights Offering, EUR (unaudited)... (0.22) (0.24) (0.64) Earnings per share (5), not adjusted to give effect to the Rights Offering, EUR (unaudited)... (0.99) (0.68) (1.86) Diluted earnings per share (4), adjusted to give effect to the Rights Offering, EUR (unaudited)... (0.22) (0.24) (0.64) Diluted earnings per share (5), not adjusted to give effect to the Rights Offering, EUR (unaudited)... (0.99) (0.68) (1.86) CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME DATA Net result for the period (2)... (226) (68) (186) (124) (336) Other comprehensive income for the period, net of tax (2) (94) (68) Total comprehensive income for the period (2)... (198) (162) (255) (24) (259) 4

20 Section B Issuer As at September As at December 31, 30, (unaudited) (audited) (unaudited) (1) (EUR in millions) CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA Assets Total non-current assets... 3,039 2,914 3,202 3,160 Total current assets... 3,051 2,333 2,431 1,690 Total assets (2)... 6,090 5,247 5,633 4,850 Equity and liabilities Equity attributable to the equity holders of Outokumpu Share capital (2) Premium fund (2) Other reserves (2)... 1, Retained earnings (2)... 1,021 1,200 1,365 1,735 Net result for the period (2)... (226) (181) (123) (336) Total equity attributable to the equity holders of the Outokumpu (2)... 2,843 2,070 2,374 2,451 Non-controlling interests (2) Total equity (2)... 2,860 2,084 2,376 2,451 Total non-current liabilities... 1,706 1,364 1,709 1,224 Total current liabilities... 1,524 1,799 1,549 1,176 Total equity and liabilities (2)... 6,090 5,247 5,633 4,850 CONSOLIDATED STATEMENT OF CASH FLOWS DATA For the nine months ended September 30, For the year ended December 31, (unaudited) (audited) (unaudited) (1) (EUR in millions) Net cash from operating activities (497) 201 Net cash from investing activities... (212) (55) (114) (147) (219) Net cash from financing activities (2)... 1,006 (47) (206) 677 (97) Net change in cash and cash equivalents (2)... 1, (115) Cash and cash equivalents at the beginning of the period (2) Foreign exchange rate effect on cash and cash equivalents (2)... (7) (1) Net change in cash and cash equivalents (2)... 1, (115) Cash and cash equivalents at the end of the period (2)... 1, As at and for the nine months ended September 30, As at and for the year ended December 31, (unaudited) (audited, except where (unaudited) (1) otherwise indicated) (EUR in millions, except where otherwise indicated) KEY DATA OF THE GROUP Capital employed (6)... 3,601 3,902 3,804 4,213 3,642 Operating capital (7)... 3,531 3,895 3,779 4,273 3,701 Capital expenditure in relation to sales, percent Depreciation and amortization Personnel (8) (unaudited)... 7,366 8,421 8,253 8,431 7,754 Operating result... (167) (189) (260) (83) (441) in relation to sales, percent... (4.7) (4.9) (5.2) (2.0) (16.7) EBITDA (9) (unaudited) (212) Adjusted EBITDA (10) (unaudited) (129) Debt-to-equity ratio (gearing) (11) (12) Result before taxes... (255) (119) (253) (143) (479) in relation to sales, percent... (7.2) (3.1) (5.1) (3.4) (18.1) Net result for the period (2)... (226) (68) (186) (124) (336) in relation to sales, percent... (6.4) (1.8) (3.7) (2.9) (12.7) Return on equity (2)(13), percent... (12.2) (4.0) (8.3) (5.1) (12.8) Return on capital employed (14), percent... (6.0) (6.2) (6.5) (2.1) (11.7) Return on operating capital (15), percent... (6.1) (6.2) (6.5) (2.1) (11.4) Net interest-bearing debt (16)... 1,714 (17) 1,730 1,720 1,837 1,191 Interest-bearing liabilities... 2,284 2,350 2,159 2,418 1,649 Total stainless steel deliveries, tonnes in thousands (unaudited). 1,091 1,068 1,391 1,315 1,030 Number of Shares at the beginning of the period (18) (unaudited). 181,977, ,937, ,937, ,969, ,233,280 Number of Shares at the end of the period (18) (unaudited)... 1,456,022, ,977, ,977, ,937, ,969,654 5