Outokumpu has resolved on a directed share issue of new shares and cancellation of treasury shares related to its EUR 125 million convertible bonds

Outokumpu has resolved on a directed share issue of new shares and cancellation of treasury shares related to its EUR 125 million convertible bonds

In 2020, Outokumpu issued EUR 125 million senior unsecured convertible bonds due in July 2025 (the “Convertible Bonds”). As provided in the terms and conditions of the Convertible Bonds, they are convertible into new and/or existing ordinary shares in Outokumpu. The underlying authorization of the 2020 annual general meeting of Outokumpu authorizing the issuance of the Convertible Bonds enables issuance of sufficient number of new and/or existing shares for potential conversions; however, it is economically more beneficial for Outokumpu to utilize primarily new shares in potential conversions, whenever otherwise feasible.

As at the date of this release, the number of shares underlying the Convertible Bonds is 45,261,669, representing approximately 10% of the total number of Outokumpu’s issued and outstanding shares, subject to potential adjustments to the conversion price. During the past two years, Outokumpu has prepared for the potential conversions of the Convertible Bonds through its share buyback programs to mitigate and manage the possible dilutive impact, but the number of shares needed for all the potential conversions currently exceeds Outokumpu’s existing treasury shares.

The underlying authorization of the 2020 annual general meeting of Outokumpu authorizing the issuance of the Convertible Bonds allows for an issuance of 40,000,000 new shares in addition to an issuance of treasury shares. To manage potential conversions of the Convertible Bonds and to provide Outokumpu with flexibility to potentially convert all the Convertible Bonds into new shares, the Board of Directors of Outokumpu has in its meeting today, on April 4, 2025, resolved on a directed issue of up to 8,000,000 new shares in the company to the holders of the Convertible Bonds. This is based on the authorization granted by the annual general meeting of Outokumpu on April 3, 2025. The subscription of these shares is made only if bondholders exercise their conversion right and Outokumpu decides to utilize new shares in conversions.

The bondholders will be entitled to convert the Convertible Bonds into shares in the company at a conversion price set out in the terms and conditions of the Convertible Bonds. There are weighty financial reasons for Outokumpu to deviate from shareholders’ pre-emptive subscription rights, as the share issue relates to the Convertible Bonds issued by Outokumpu in July 2020 and since using new shares for conversions is economically significantly more beneficial, particularly if a substantial number of Convertible Bonds are converted into shares.

Further, to manage the total number of Outokumpu’s issued and outstanding shares, the Board of Directors of Outokumpu has in its meeting today, on April 4, 2025, resolved to cancel treasury shares held by the company for each new share to be potentially issued under the Convertible Bonds, until the number of treasury shares cancelled and/or delivered from treasury pursuant to conversions reaches 30,836,205, corresponding to the number of shares Outokumpu has repurchased under its share buyback programs.

For more information

Investors: Linda Häkkilä, Head of Investor Relations, tel. +358 400 719 669

Media: Päivi Allenius, SVP – Communications and Brand, tel. +358 40 753 7374 or media desk, tel. +358 40 351 9840, e-mail: media(at)outokumpu.com