Share in our success. O Share Employee Share Savings Plan

Share in our success O Share Employee Share Savings Plan

Share in our success Outotec s strategy is to become the leading provider of sustainable life cycle solutions to our customers. We recognize that our competent and motivated people are essential to our success. O Share, Outotec s new Employee Share Savings Plan, is an incentive system that enables you to share in the growth and success we are building together. We want you to be proud of working for Outotec. Our belief is that to grow our business and make sustainable profits, we must have a reward system that motivates people and helps us retain and attract our current and future employees, ultimately helping Outotec to become the employer of choice. O Share is an easy-to-manage share savings plan available for Outotec employees globally. Participation is entirely voluntary. This booklet shows you how the plan works, how to join it as well as the benefits and possible risks it may offer. I hope you will give it your consideration and find O Share both attractive and rewarding. As a profitable, growing company we can reward our shareholders and invest for the future. With this new plan we want to reward our people for working towards our common goals and offer more opportunities for our employees to share in our success. O Share provides you with an opportunity to invest in Outotec while also investing in your own future. Let s continue on our common path to success, aspiring for excellence in everything we do! Pertti Korhonen President & CEO

O Share O Share is an easy-to-manage share savings plan available for Outotec employees globally. O Share is Outotec s new long-term incentive system. You can join O Share once a year, with the first saving period starting on January 1, 2013. You will get an invitation in November and your acceptance must be received by December 7, 2012. You save from your salary You can save the equivalent of 2 5% of your monthly gross base salary. The savings amount chosen by you will automatically be deducted from your net salary every payday. to buy Outotec shares After each 3-month period, Outotec converts your savings into euros, using the prevailing foreign exchange rate, and automatically buys shares for you at market price with the accumulated savings. In return, Outotec gives you free shares On completion after approximately three years, you will get one free share (minus tax) for each two shares purchased for you. This is provided that you keep the shares purchased with your savings and your employment continues. However, for the first saving period you will get one free share (minus tax) for each single share purchased with your savings in 2013. Free shares are usually taxable income and are treated according to the local income tax legislation in your country.

An investment in your future Here is an example of how Anna plans to participate in O Share. She plans to save 5% of her salary for three years. 2013 2014 2015 Total shareholding: 98 shares equals 3,773 Profit: 173 Total shareholding: 140 shares equals 5,929 Profit: 529 Anna saves 150 a month for 3 years 150 is deducted from her salary monthly. Every 3 months Outotec buys shares with Anna s savings. Her savings of 1,800 in 2013 equals 51 shares. Value of 2013 savings shares is 1,964 Value of 2013 savings shares is 2,160 Savings in 2014: 1,800 equals 47 shares. Value of 2014 savings shares is 1,990 Savings in 2015: 1,800 equals 42 shares. Share price 35.00 38.50 42.35 Please note: a. In this example we have assumed a share price increase of 10% per year and a 30% tax rate. b. In 2013, Outotec gives one free share (minus tax) for each single share purchased with savings. In 2014 and 2015, if the Board decides to continue the plan, there will be one free share for two shares purchased. c. In this example the savings amount slightly differs from the value of total shareholding, because the cash left over from share purchases is used for share purchases in the following years. d. Dividends to be paid for all shares are not taken into account in this example. e. Free shares are taxable income. The number of free shares after taxes is rounded down to whole shares with the difference paid in cash (cash is not shown in the example). f. The value of your shareholding depends on Outotec s share price development. The price of shares and the income from them can go up as well as down. See the three scenarios on the right. g. The saving periods 2014 and 2015 are subject to a separate Board decision.

...tailored to suit your needs 2016 2017 2018 Total shareholding: 175 shares equals 8,153 Profit: 2,753 Total shareholding: 191 shares equals 9,787 Profit: 4,387 Total shareholding: 205 shares equals 11,556 Profit: 6,156 For each share bought in 2013, Anna receives 1 free share (minus tax) from Outotec, i.e. 35 free shares. Value of free shares is 1,631 Value of Anna s 2013 savings shares is 2,376 Value of 2013 savings and free shares is 4,407 Value of 2013 savings and free shares is 4,848 Anna can keep the 2013 saving shares and free shares and continue to profit from Outotec share price development, or sell shares to receive cash. Value of 2014 savings shares is 2,190 For each 2 shares bought in 2014, Anna receives 1 free share (minus tax), i.e. 16 free shares. Value of free shares is 820 Value of Anna s 2014 savings shares is 2,408 Value of 2014 savings and free shares is 3,551 Value of 2015 savings shares is 1,957 Value of 2015 savings shares is 2,152 For each 2 shares bought in 2015, Anna receives 1 free share (minus tax), i.e. 14 free shares. Value of free shares is 789 Value of Anna s 2015 savings shares is 2,368 46.59 51.24 56.37 Three scenarios for share price development Share price 2016 Value of shares Total value of shareholding 1) Increase of 10% per year 46.59 Savings shares 2,376 Free shares 1,631 4,007 Initial savings in 2013: 1,800 (51 shares) 2) No change 35 Savings shares 1,785 Free shares 1,225 3,010 3) Decrease of 10% per year 25.52 Savings shares 1,302 Free shares 893 2,195

An affordable and attractive way to earn and become co-owner How much can I save? You may choose to save the equivalent of 2 5% of your gross base salary. Your chosen savings amount will automatically be deducted in local currency from your net salary. What is the saving period? January 1 December 31, 2013. Can I change my monthly savings amount? What are the main benefits? Your chosen savings amount is fixed for the saving period, i.e. one year. You will be able to change your savings amount before the beginning of the next saving period. You will get free shares which may considerably increase the value of your shareholding in the long run. What are the risks? What do I have to pay? Do I qualify for dividends? Share prices can go up as well as down, which may dilute your profits or even cause a loss. However, if the share price goes down, you will get more shares with your savings. Also, if savings are made in a currency other than euro, there may be a profit or a loss incurred due to exchange rate fluctuations. Income and other taxes are usually due on delivery of the free shares depending on your country s legislation. You also need to pay the costs related to the sale of shares if you decide to sell or transfer your shares at some point, and if you then decide to transfer money to another (e.g. local) bank account. Any dividends that are paid on your purchased shares will automatically be reinvested into additional shares on the following purchase date.

If you are making savings in a currency other than euro, your savings will be converted into euro quarterly before the share purchase. Succeeding years are subject to Board decision. You may suspend your savings at any time by informing the administrator. As a shareholder you are entitled to a portion of Outotec s profits as dividends and increase in share value. You can also participate in Outotec s Annual General Meeting with a voting right. Regarding the savings in 2013, the share price may decrease by 30 50% (depending on your personal tax rate) before you start making a loss, assuming that you retain your right to receive the free shares. For savings from 2014 onwards, share price may decrease by 17 33% before you start making a loss. A portion of your free shares will be paid in cash and used to cover tax withholdings in 2016 according to tax rules. The amount of future dividends will be subject to shareholder approval based on Outotec s future earnings, financial condition, cash flows, and working capital requirements.

Easy and available to all Saving has been made easy for you. Your chosen savings amount will be deducted automatically from you salary each payday. This example illustrates how the savings amount is calculated and deducted from your salary. The savings amount is calculated from your gross salary but deducted from your net salary. Let us assume that you have a monthly gross base salary of EUR 3,000 and have decided to save 5% of your salary. You save EUR 150 each month to acquire Outotec shares. In 2013 your savings total 12 x EUR 150 = EUR 1,800. Gross salary per month EUR 3,000 - Income tax per month (tax rate 30%) EUR 900 = Net salary per month EUR 2,100 - Savings per mont: 5% x EUR 3,000 EUR 150 = Remaining net salary per month EUR 1,950 How are the free shares calculated? This example shows how the free shares are calculated assuming you save EUR 150 monthly for three years and assuming a 10% annual share price increase. Dividends are not included in the calculations. They are used to buy more shares and entitle you to free shares as well. Savings in 2013 EUR 1,800 Shares bought with savings at EUR 35 51 Free shares given by Outotec in 2016 51-30% taxes -16 Shares from saving period 2013 86 Savings in 2014* EUR 1,800 Shares bought with savings at EUR 38.50 47 Free shares given by Outotec in 2017 23-30% taxes -7 Shares from saving period 2014 63 Savings in 2015* EUR 1,800 Shares bought with savings at EUR 42.35 42 Free shares given by Outotec in 2018 21-30% taxes -7 Shares from saving period 2015 56 Total shareholding from 2013 2015 savings including 65 free shares after taxes. Only whole shares can be given and any difference is paid in cash. 205 * Saving periods 2014 and 2015 are subject to a separate Board decision

What happens if I have to leave work due to disability, or if I retire during the plan? You may sell your shares at any point. However, if you sell your savings shares before you have received the corresponding free shares for those, you will lose the free shares. If you keep the shares that have been purchased with your savings in 2013 until the end of the designated holding period on May 15, 2016, Outotec will reward you with free shares. You may continue in O'Share until you have received the last free shares relating to your savings (in approximately 3 years). After that you either need to transfer your shares to another account or sell them. What happens if I go on maternity leave or can t afford to save for a couple of months? You may suspend your savings at any time by informing the administrator. If you suspend your savings, you cannot recommence them until the beginning of the next saving period. Your savings will automatically be suspended if your salary payment is interrupted due to e.g. maternity or study leave. In this case savings recommence automatically when salary payment continues. What happens if I leave the company due to misconduct? Your accumulated savings will automatically be used to purchase shares for you after the end of the 3-month period. You will lose your right to any free shares. You need to transfer or sell shares at the end of your employment. When can I sell my shares? You can sell any of your shares at any time you want, while abiding with Outotec s insider rules (see intranet www.myoutotec.com/insider_rules). In order to get free shares you need to keep the shares purchased with your savings until the holding period ends. Shares purchased in 2013 must be held until May 15, 2016. Book-entry account = account where shares are held A personal book-entry account will automatically be opened for you and your Outotec shares will be deposited there in electronic form. The book-entry account will be used for O Share only. No other book-entry account may be used in this plan.

Join O Share now and watch your shares progress Outotec employees in countries where there are no legal, tax or administrative restraints for participation are invited to participate in O Share. Participation is entirely voluntary. You can join O Share by accepting the invitation sent to you in November. By accepting the invitation, you enroll in the plan for an indefinite period. This means that if the Board decides to offer the plan in 2014, you do not need to rejoin. Thus you will stay in the plan unless you decide to stop saving. How to join O Share 1. Outotec sends you an email requesting your permission to give your name, address and salary information to the O'Share administrator. You need to give your permission by October 21 st in order to be invited to join the plan. 2. If you have given your permission, you will get an invitation to join the plan by email in November. Follow the instructions in the email to access the O Share Owners Site. 3. Confirm your participation and choose your savings amount in the Owners Site. 4. The sign-up period begins on November 14, 2012 and ends on December 7, 2012. Late sign-ups cannot be accepted. Important details In order to participate in O Share, you must have a valid email account. If you do not have an email account, please contact your local Human Capital representative. O Share is administered by Evli Alexander Management and Global Shares. The plan is operated on the O Share Owners Site, which means that all actions relating to the plan take place on the Owners Site and via email. Your personal data is protected. Only the persons responsible for running the actual execution of the plan in the Human Capital function and the administrator of the plan know about your participation in O Share. Your points of contact for O Share: Outotec s email oshare@outotec.com Your local Human Capital representative O Share Owners Site at www.oshareownerssite.com Administrator s email outotec@globalshares.com

O Share Owners Site You can join the Employee Share Savings Plan and watch your savings and shares progress on the O Share Owners Site. The Owners Site contains all the information and documentation specific to your savings, your shareholdings and your rights under the plan. You can access the Owners Site at www.oshareownerssite.com when signup commences in November. More information, such as an introduction and Questions & Answers, will also be available on Outotec s intranet. Insite Basic information about O Share is also available in our intranet at www.myoutotec.com/oshare with links to the Owners Site and contacts. You can experiment with different savings amounts and periods as well as share prices with a calculator provided on the intranet. www.outotec.com/investors You can follow Outotec s share price development and financial performance through our company website. Visit www.outotec.com/investors for further information on Outotec as an investment, including the current share price. Remember two deadlines: Oct 21, 2012: Give permission to transfer your personal data at Insite Dec 7, 2012: Sign up for O'Share at Owners' Site