Share in our success
O’Share
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 forOutotec. Our belief is that to grow our business and make sustainable profits, we must have a reward system that mo-tivates people and helps us retain and attract our current and future employ-ees, ultimately helping Outotec to be-come the employer of choice.
O’Share is an easy-to-manage share savings plan available for Outotec em-ployees 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 of-fer. I hope you will give it your considera-tion 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 op-portunities for our employees to share in our success.
O’Share provides you with an opportuni-ty to invest in Outotec while also invest-ing in your own future.
Let’s continue on our common path to success, aspiring for excellence in eve-rything we do!
Pertti Korhonen
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 in-centive 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 ac-ceptance 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,
us-ing the prevailus-ing foreign exchange
rate, and automatically buys shares
for you at market price with the
ac-cumulated 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 purchasedfor you. This is provided
that you keep the shares purchased
with your savings and your
employ-ment 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
in-come and are treated according to
the local income tax legislation in
your country.
Anna saves 150€ a month for 3 years
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.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.
Share price 46.59€ 51.24€ 56.37€
2013
2014
2015
Savings in 2014: 1,800€ equals 47 shares. Savings in 2015: 1,800€ equals 42 shares. 150€ is deducted fromher salary monthly. Every 3 months Outotec buys shares with Anna’s savings. Her savings of 1,800€ in 2013 equals 51 shares. Total shareholding: 140 shares equals 5,929€ Profit: 529€ Value of 2013 savings shares is 2,160€ Value of 2014 savings shares is 1,990€ Total shareholding: 98 shares equals 3,773€ Profit: 173€ Value of 2013 savings shares is 1,964€ 35.00€ 38.50€ 42.35€
Share price 46.59€ 51.24€ 56.37€
2016
2017
2018
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€
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€
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€ Total shareholding: 175 shares equals 8,153€ Profit: 2,753€ Total shareholding: 191 shares equals 9,787€ Profit: 4,387€
Value of 2013 savings and free shares is 4,407€
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.
Total shareholding: 205 shares equals 11,556€ Profit: 6,156€
Value of 2013 savings and free shares is 4,848€
Value of 2014 savings
shares is 2,190€ 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€
Initial savings in 2013: 1,800€ (51 shares) 1) Increase of 10% per year 2) No change 3) Decrease of 10% per year Savings shares 2,376€ Free shares 1,631€ 4,007€ Savings shares 1,785€ Free shares 1,225€ 3,010€ Savings shares 1,302€ Free shares 893€ 2,195€ 46.59€
Share price 2016 Value of shares Total value of shareholding
Three scenarios for share price development
35€
25.52€
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.
If you are making savings in a currency other than euro, your savings will be converted into euro quarterly before the share purchase.
What is the saving period? January 1–December 31, 2013. Succeeding years are subject to Board decision.
Can I change my monthly savings amount?
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 may suspend your savings at any time by informing the administrator.
What are the main benefits? You will get free shares which may considerably in-crease the value of your shareholding in the long run.
As a shareholder you are entitled to a portion of Outotec’s profits as divi-dends and increase in share value. You can also participate in Outotec’s Annual General Meeting with a voting right.
What are the risks? 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 cur-rency other than euro, there may be a profit or a loss incurred due to exchange rate fluctuations.
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.
What do I have to pay? Income and other taxes are usually due on delivery of the free shares depending on your country’s legisla-tion. 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.
A portion of your free shares will be paid in cash and used to cover tax withholdings in 2016 according to tax rules.
Do I qualify for dividends? Any dividends that are paid on your purchased shares will automatically be reinvested into additional shares on the following purchase date.
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.
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.
If you are making savings in a currency other than euro, your savings will be converted into euro quarterly before the share purchase.
What is the saving period? January 1–December 31, 2013. Succeeding years are subject to Board decision.
Can I change my monthly savings amount?
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 may suspend your savings at any time by informing the administrator.
What are the main benefits? You will get free shares which may considerably in-crease the value of your shareholding in the long run.
As a shareholder you are entitled to a portion of Outotec’s profits as divi-dends and increase in share value. You can also participate in Outotec’s Annual General Meeting with a voting right.
What are the risks? 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 cur-rency other than euro, there may be a profit or a loss incurred due to exchange rate fluctuations.
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.
What do I have to pay? Income and other taxes are usually due on delivery of the free shares depending on your country’s legisla-tion. 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.
A portion of your free shares will be paid in cash and used to cover tax withholdings in 2016 according to tax rules.
Do I qualify for dividends? Any dividends that are paid on your purchased shares will automatically be reinvested into additional shares on the following purchase date.
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. Yourchosen 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 cal-culated from your gross salary but de-ducted 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 Ou-totec shares. In 2013 your savings total 12 x EUR 150 = EUR 1,800.
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
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
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 corre-sponding 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 re-ward you with free shares.
You may continue in O'Share until you have received the last free shares re-lating 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 sus-pended if your salary payment is inter-rupted due to e.g. maternity or study leave. In this case savings recommence automatically when salary payment con-tinues.
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.
What happens if I leave the
company due to misconduct?
Your accumulated savings will automat-ically 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.
Join O’Share now and
watch your shares progress
Outotec employees in countries wherethere 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 request-ing your permission to give your name, address and salary informa-tion to the O'Share administrator. You need to give your permission by October 21st 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 ac-cess 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 No-vember 14, 2012 and ends on Decem-ber 7, 2012. Late sign-ups cannot be accepted.
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
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 repre-sentative.
O’Share is administered by Evli Alex-ander Management and Global Shares. The plan is operated on the O’Share Owners’ Site, which means that all ac-tions 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 ac-tual execution of the plan in the Human Capital function and the administrator of the plan know about your participation in O’Share.
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
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 infor-mation 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 sign-up commences in November. More in-formation, such as an introduction and Questions & Answers, will also be avail-able 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 sav-ings 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 de-velopment and financial performance through our company website. Visit www.outotec.com/investors for further information on Outotec as an invest-ment, including the current share price.