OUTOTEC OYJ STOCK EXCHANGE RELEASE OCTOBER 25, 2012 at 9.15 AM
Share ownership plan of Outotec Executive Board members to be dissolved through a share exchange
Outotec Executive Board members established in May 2010 a company named Outotec Management Oy, which acquired 203,434 Outotec shares at the average price of EUR 27.71 from the market as part of the management incentive plan. The Executive Board members personally invested their own funds in Outotec shares, EUR 1,203,217 in total, financing their investments partly themselves and partly by a loan of EUR 4,365,000 provided by Outotec. Members of the Outotec Board of Directors are not shareholders in Outotec Management Oy. The share ownership plan with its key terms and conditions was announced on May 21, 2010.
In accordance with its terms and conditions, the share ownership plan shall be dissolved after the publication of Outotec Oyj's Interim Report Q1/2013, and the parties to the plan shall agree on the dissolution method by October 31, 2012. The benefit of all parties shall be taken into consideration when selecting the dissolution method.
Outotec's Board of Directors has decided that the share ownership plan of Outotec Executive Board members shall be dissolved through a share exchange so that all the shares in Outotec Management Oy will be transferred to Outotec Oyj against Outotec shares. Through Outotec Management Oy, Outotec Oyj will also receive 203,434 own Outotec shares as well as the company's loan receivable and accrued interest in full from Outotec Management Oy. The number of new shares to be given in the share exchange shall be determined on the basis of Outotec Management Oy's net assets as of the date of dissolution of the plan. With the share exchange the Executive Board members' previously indirect share ownership will become a direct ownership in Outotec. The dissolution requires that the Board of Directors of Outotec continues having a valid share issue authorization granted by the Annual General Meeting necessary for the execution of the share exchange. Afterwards the intention is to merge Outotec Management Oy with Outotec Oyj. In this connection the loan granted to Outotec Management Oy will be set off and the Outotec shares held by Outotec Management Oy will transfer to Outotec's direct ownership.
However, the share ownership plan will be continued by one year at a time, in case the Outotec share price during five trading days after the publication of the Interim Report Q1/2013, Q1/2014, Q1/2015 or Q1/2016 is lower than the average share price which Outotec Management Oy paid for its Outotec shares. The dissolution of the plan and possible delay in such dissolution will be announced separately.
Board of Directors
For further information please contact:
Sami Lindström, General Counsel
Tel. +358 20 529 2032
NASDAQ OMX Helsinki