OUTOTEC OYJ STOCK EXCHANGE RELEASE, MAY 21, 2010 AT 9.45 AM
Outotec's management invests in the company's shares as part of the management incentive plan
The Board of Directors of Outotec has decided on a new share ownership plan directed to the members of the Outotec Executive Board. The purpose of the plan is to commit the members of the Executive Board to the company by encouraging them to acquire and hold Outotec shares, and this way increase the company's shareholder value in the long run. Through this incentive plan, the members of the Executive Board personally invest a considerable amount of their own funds in Outotec shares, financing their investments partly themselves and partly by a loan provided by Outotec. The Executive Board members carry the actual owner risk personally for the part of their personal investment in the plan.
For the purpose of the share ownership, the members of the Executive Board will establish a limited company, whose entire share capital they own. The intention of the company to be formed is to acquire Outotec shares from the market for a maximum total of EUR 6,250,000. The acquisitions will be financed by capital investments in the company to be formed by the members of the Executive Board, in the maximum total amount of EUR 1,250,000 as well as by a loan provided by Outotec. Some members will finance their capital investments in the company to be formed by selling to the market the Outotec shares they currently hold. After the plan has been implemented in full, the members of the Executive Board will hold approximately 0.34% of the Outotec shares through the company to be formed. The company shall give a securities broker an order to acquire Outotec shares from the NASDAQ OMX Helsinki stock exchange in accordance with a separate share acquisition program. The share purchases are expected to be carried out in one or several phases by July 22, 2010.
As part of the plan, the Board of Directors of Outotec has decided to grant to the company to be formed an interest-bearing loan in the maximum amount of EUR 4,980,000 to finance the acquisition of the Outotec shares. The loan will be repaid in full by June 30, 2013. Should the plan be continued by one year at a time in 2013, 2014, 2015 or 2016, the loan period may be extended respectively. The company to be formed has the obligation to repay the loan prematurely by selling the Outotec shares it holds, in case the Outotec share price exceeds a certain level determined in the plan, otherwise than occasionally.
The plan will be valid until June 2013, at which time the plan is intended to be dissolved in a manner to be determined later. The plan may be dissolved, for example, by placing the company to be formed into liquidation or by merging it with Outotec, or by otherwise selling the Outotec shares held by the company to be formed. The plan will be continued by one year at a time, in case the Outotec share price during five (5) 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 the company to be formed paid for its Outotec shares.
During the validity of the plan, the transfer of the Outotec shares held by the company to be formed has been restricted. The shareholding in the company to be formed by the members of the Executive Board will be valid until the plan is dissolved.
For further information please contact:
Ari Jokilaakso, Senior Vice President - Human Capital
Tel. +358 20 529 2008
Eila Paatela, Vice President - Corporate Communications
tel. +358 20 529 2004, +358 400 817 198
DISTRIBUTION NASDAQ OMX Helsinki