SUPPLEMENT TO THE OFFERING CIRCULAR DATED MAY 8, 2020

This supplement to the offering circular dated October 7, 2019 (the "Offering Circular"), which has been prepared for the combination of Outotec Oyj ("Outotec") and Metso Corporation's ("Metso") Minerals business (the "Metso Minerals Business"), may not be sent to any person in the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction in which its distribution would be unlawful. Except as expressly noted in the Offering Circular, no offering has been made in or into any such countries.

Outotec supplements the Offering Circular with the following information. This information should be read in conjunction with the Offering Circular. Terms defined elsewhere in the Offering Circular have the same meaning when used in this supplement to the Offering Circular.

Interim Report of Outotec and Selected Interim Carve-out Financial Information of the Metso Minerals Business as at and for the Three Months Ended March 31, 2020

On May 7, 2020, Outotec published its interim report as at and for the three months ended March 31, 2020 (the "Interim Report"), and Metso published selected illustrative financial information of the Metso Minerals Business as at and for the three months ended March 31, 2020 (the "Interim Carve-out Financial Information").

Due to the publication of the Interim Report and the Interim Carve-out Financial Information, the section of the Offering Circular entitled "Documents Incorporated by Reference into this Offering Circular" is supplemented as follows:

(1) The following text is inserted to become the first bullet point under the heading "Documents Incorporated by Reference into this Offering Circular" on page 198 of the Offering Circular:
Outotec's unaudited consolidated financial information as at and for the three months ended March 31, 2020, including the unaudited comparative consolidated financial information as at and for the three months ended March 31, 2019;
(2) The following text is inserted to become the first bullet point of the second paragraph under the heading "Documents Incorporated by Reference into this Offering Circular" on page 198 of the Offering Circular:
the Metso Minerals Business' selected unaudited interim carve-out financial information as at and for the three months ended March 31, 2020.

Summary

Due to the publication of the Interim Report and the Interim Carve-out Financial Information, the section of the Offering Circular entitled "Summary" is supplemented as follows:

(1) The following text is inserted to replace the first paragraph of the section entitled "Summary—What is the Key Financial Information Regarding the Issuer?" on page 2 of the Offering Circular:

Outotec's selected consolidated financial information below has been derived from Outotec's unaudited consolidated financial information as at and for the three months ended March 31, 2020, prepared in accordance with "IAS 34 – Interim Financial Reporting," including the unaudited comparative consolidated financial information as at and for the three months ended March 31, 2019, Outotec's audited consolidated financial statements as at and for the years ended December 31, 2019, 2018 and 2017, the unaudited restated consolidated comparative financial information as at and for the year ended December 31, 2018, included in the audited consolidated financial statements as at and for the year ended December 31, 2019 and the unaudited restated consolidated comparative financial information as at and for the year ended December 31, 2017, included in the audited consolidated financial statements as at and for the year ended December 31, 2018, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (the "EU") ("IFRS").

(2) The following table is inserted to replace the table contained in the section entitled "Summary—What is the Key Financial Information Regarding the Issuer?" on page 3 of the Offering Circular:

		As at and for the three		As at and for the year ended
		months ended March 31,		December 31,
	2020	2019	2019(1)(2)	2018(1)	2017(1)(3)
		(restated)(4)		(restated)
		(unaudited)	(audited)	(unaudited, unless
				otherwise indicated)
		(EUR in millions, unless otherwise indicated)
Consolidated statement of comprehensive income data
Sales	285	246	1,210	1,198	1,144
Change in sales, percent	16.1	–	1.1	4.7	8.1
Operating result (EBIT)	9	13	107	(47)(6)	26
EBIT, percent	3.3	5.2	8.9	(3.9)(6)	2.3
Adjusted EBITA(5)	21	19	142	(7)(6)	55
Adjusted EBITA(5) , percent	7.2	7.7	11.7	(0.6)(6)	4.8
Result for the period from the continuing operations	4	8	73	(51)(6)	–
Result for the period from the discontinued operations	(0)	(3)	(45)	(17)	–
Result for the period	4	5	27	(67)(6)(7)	3
Result for the period attributable to equity holders of the
parent company	4	5	27	(67)(6)(7)	3
Result for the period, continuing operations, in relation to
sales, percent	1.3	3.4	6.0	(4.2)	0.3
Earnings per share, continuing operations, EUR	0.01	0.03	0.35	(0.33)(6)	–
Earnings per share, discontinued operations, EUR	(0.00)	(0.02)	(0.25)	(0.09)	–
Earnings per share, EUR	0.01	0.02	0.10	(0.42)(6)(7)	(0.03)
Consolidated statement of financial position data
Total assets	1,459	1,419	1,482	1,358(7)	1,357
Total equity	328	377	379	377(7)	467
Net interest-bearing debt at the end of period	124	60	18	(38)	(6)
Consolidated statement of cash flows data
Net cash from operating activities	(59)	(18)	68	70(7)	40
Net cash used in investing activities	(3)	(3)	(27)	(21)(7)	(19)
Net cash used in financing activities	43	(7)	(1)	(38)(7)	(13)

(1) Information on sales, operating result (EBIT), Adjusted EBITA and result for the period in relation to sales for the year ended December 31, 2019 has been presented for continuing operations and the comparison figures for the year ended December 31, 2018 have been restated accordingly due to business divestments in the Metals, Energy & Water segment being classified as discontinued operations. The restated figures for the year 2018 are, therefore, unaudited. Income statement information for the year ended December 31, 2017 has not been restated and it includes both continuing and discontinued operations.

(2) Outotec has adopted the "IFRS 16 – Leases" as of January 1, 2019, using the modified retrospective approach. The figures for the periods prior to January 1, 2019, were not adjusted and, therefore, are not fully comparable.

(4) Comparison figures related to the income statement have been restated due to business divestments in the Metals, Energy & Water segment being classified as discontinued operations.

(5) Excluding all amortizations, as well as adjustment items consisting of restructuring and capacity adjustment costs, costs related to mergers and acquisitions, outcome of material intellectual rights property disputes, gains and losses on business disposals and goodwill impairments.

(6) Includes the impact of the EUR 110 million provision recorded in relation to the ilmenite smelter project as described in Outotec's audited consolidated financial statements as at and for the year ended December 31, 2018.

(7) Audited.

__________

(3) The following text is inserted to replace the first paragraph of the section entitled "Summary—What is the Key Financial Information Regarding the Metso Minerals Business?" on page 4 of the Offering Circular:

The Metso Minerals Business' selected carve-out financial information has been derived from the selected unaudited interim carve-out financial information of the Metso Minerals Business as at and for the three months ended March 31, 2020, including unaudited comparative interim carve-out financial information as at and for the three months ended March 31, 2019, the selected unaudited carve-out financial information of the Metso Minerals Business as at and for the year ended December 31, 2019, including unaudited comparative carve-out financial information as at and for the year ended December 31, 2018, and the audited carve-out financial statements of the Metso Minerals Business as at and for the years ended December 31, 2018 and 2017. The carve-out financial information of the Metso Minerals Business has been prepared in accordance with IFRS, under consideration of the principles for determining which assets and liabilities, income and expenses and cash flows are to be assigned to the Metso Minerals Business as described in the accounting principles as well as the carve-out accounting policies in the notes to the audited carve-out financial statements of the Metso Minerals Business as at and for the years ended December 31, 2018 and 2017.

(4) The following table is inserted to replace the table contained in the section entitled "Summary—What is the Key Financial Information Regarding the Metso Minerals Business?" on page 5 of the Offering Circular:

		As at and for the three		As at and for the year ended
		months ended March 31,		December 31,
	2020	2019	2019	2018	2017
		(unaudited)			(audited)
		(EUR in millions, unless otherwise indicated)
Information from the combined statement of income
Sales	696	681	2,976	2,581	2,177
Change in sales, percent	2.2	16.6	15.3	18.6	5.7
Operating profit(1)	59	78	325	268	156
Profit for the period attributable to equity holders of Metso
Minerals	43	49	224	170	70
Operating profit as share of sales, percent	8.4	11.5	10.9	10.4	7.2
Information from the combined statement of financial
position
Total assets	3,464	3,131	3,457	2,979	3,015
Total equity	1,279	1,246	1,254	1,183	1,066
Net debt	665	271	772	239	165
Information from the combined statement of cash flows
Net cash from operating activities	103	21	43	107	169
Net cash used in investing activities	(29)	22	(207)	(135)	(61)
Net cash used in financing activities	68	0	(5)	(342)	(43)
____

(1) From the beginning of 2019, Metso has adopted "IFRS 16 – Leases," replacing the previously used "IAS 17 – Leases" and the related interpretations. The adoption was done using the modified retrospective approach whereby the comparative figures for 2018 were not restated. The adjustments resulting from the adoption were recognized on the opening balance sheet on January 1, 2019.

Selected Consolidated Financial Information

Due to the publication of the Interim Report and the Interim Carve-out Financial Information, the section of the Offering Circular entitled "Selected Consolidated Financial Information" is supplemented as follows:

(1) The following text is inserted to replace the first paragraph of the section entitled "Selected Consolidated Financial Information—Selected Consolidated Financial Information of Outotec" on page 42 of the Offering Circular:

The following tables set forth selected consolidated financial information of Outotec as at and for the three months ended March 31, 2020, and 2019, and as at and for the years ended December 31, 2019, 2018 and 2017. The selected consolidated financial information below has been derived from Outotec's unaudited consolidated financial information as at and for the three months ended March 31, 2020, prepared in accordance with "IAS 34 – Interim Financial Reporting," including the unaudited comparative consolidated financial information as at and for the three months ended March 31, 2019, Outotec's audited consolidated financial statements as at and for the years ended December 31, 2019, 2018 and 2017, the unaudited restated consolidated comparative financial information as at and for the year ended December 31, 2018, included in the audited consolidated financial statements as at and for the year ended December 31, 2019 and the unaudited restated consolidated comparative financial information as at and for the year ended December 31, 2017, included in the audited consolidated financial statements as at and for the year ended December 31, 2018, prepared in accordance with IFRS, all of which are incorporated by reference into this Offering Circular.

(2) The following tables are inserted to replace the tables contained in the section entitled "Selected Consolidated Financial Information—Selected Consolidated Financial Information of Outotec" starting on page 43 of the Offering Circular:

		For the three months
		ended March 31,		For the year ended December 31,
	2020	2019	2019(1)(2)	2018(1)	2017(1)(3)
		(restated)(4)			(restated)
		(unaudited)	(audited)		(unaudited)
		(EUR in millions, unless otherwise indicated)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Sales	285	246	1,210	1,198	1,144
Cost of sales	(215)	(177)	(850)	(999)	(874)
Gross profit	70	69	360	199	270
Other income	1	0	9	1	10
Selling and marketing expenses	(28)	(27)	(117)	(108)	(120)
Administrative expenses	(16)	(16)	(77)	(71)	(76)
Research and development expenses	(13)	(13)	(55)	(54)	(56)

Other expenses	(6)	(0)	(13)	(14)	(3)
Share of results of associated companies	0	0	1	0	0
Operating result	9	13	107	(47)	26
Finance income	1	1	6	6	5
Finance expenses	(3)	(3)	(17)	(13)	(12)
Market price gains and losses	(2)	(0)	(3)	(2)	(3)
Net finance income and expenses	(4)	(2)	(14)	(9)	(10)
Result before income taxes	5	11	93	(56)	16
Income taxes	(1)	(2)	(21)	5	(13)
Result for the period from continuing operations	4	8	73	(51)	–
Result for the period from discontinued operations	(0)	(3)	(45)	(17)	–
Result for the period	4	5	27	(67)	3
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit obligations	7	(6)	(14)	1	(4)
Changes in the fair value of other shares and securities	–	0	(0)	(0)	(0)

Income tax relating to items that will not be reclassified to
profit or loss	(2)	2	4	(0)	1
Items that may be subsequently reclassified to profit or
loss
Exchange differences on translating foreign operations	(25)	8	1	(11)	(23)
Cash flow hedges	(9)	(1)	0	(5)	4
Income tax relating to items that may be reclassified to
profit or loss	2	0	(0)	1	(1)
Other comprehensive income for the period, net of tax	(27)	3	(9)	(14)	(22)
Total comprehensive income for the period	(24)	9	19	(81)	(19)
Result for the period attributable to:
Equity holders of the parent company	4	5	27	(67)	3
Non-controlling interest	(0)	0	0	(0)	(0)

Total comprehensive income for the period attributable to:
Equity holders of the parent company	(23)	9	19	(81)	(19)
Non-controlling interest	(0)	0	0	(0)	(0)
Basic and diluted earnings per share for result attributable
to the equity holders of the parent company:

Earnings per share, continuing operations, EUR	0.01	0.03	0.35	(0.33)	–
Earnings per share, discontinued operations, EUR	(0.00)	(0.02)	(0.25)	(0.09)	–
Earnings per share, EUR	0.01	0.02	0.10	(0.42)	(0.03)
____

(1) Information related to the income statement for the year ended December 31, 2019 has been presented for continuing operations and the results for discontinued operations have been presented separately and the comparison income statement figures for the year ended December 31, 2018 have been restated accordingly due to business divestments in the Metals, Energy & Water segment being classified as discontinued operations. The restated figures for the year 2018 are, therefore, unaudited. Income statement information for the year ended December 31, 2017 has not been restated and it includes both continuing and discontinued operations.

(3) Outotec has adopted the "IFRS 15 – Revenue from Contracts with Customers" as of January 1, 2018. As a result, Outotec restated the figures as at and for the year ended December 31, 2017, using the full retrospective method. The figures are, therefore, unaudited. For more information, see "Certain Matters—Presentation of Financial Information—Historical Financial Statements of Outotec—New Standards Adopted."

(4) Comparison figures related to the income statement have been restated due to business divestments in the Metals, Energy & Water segment being classified as discontinued operations.

	As at March 31,	As at December 31,
	2020	2019(1)	2018	2017(2)
	(unaudited)		(audited)	(restated) (unaudited)
		(EUR in millions)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS
Non-current assets
Intangible assets	304	318	338	359
Property, plant and equipment Right-of-use assets(3)	41	42	53	56
	57	62	–	–
Deferred tax assets	73	72	78	91
Investments in associated companies	2	1	1	0
Other shares and securities	2	2	2	2
Derivative financial instruments	0	1	3	5
Loan receivables	1	2	4	2
Trade and other receivables	2	2	2	2
Total non-current assets	481	502	481	517
Current assets
Inventories	227	196	209	196
Derivative financial instruments	18	6	6	5
Current tax assets	12	10	11	14
Trade and other receivables	426	443	417	395
Cash and cash equivalents	233	267	233	230
Total current assets	915	923	876	840
Disposal group assets classified as held for sale	63	57	–	–
Total assets	1,459	1,482	1,358	1,357
EQUITY AND LIABILITIES
Equity attributable to the equity holders of the parent company
Share capital	17	17	17	17
Hybrid bond	150	150	150	150
Other components of equity	21	44	60	70
Retained earnings	137	165	147	227
Total equity attributable to the equity holders of the parent company	326	376	374	464
Non-controlling interest	3	3	3	3
Total equity	328	379	377	467
Liabilities
Non-current liabilities
Borrowings	1	1	178	184
Lease liabilities(3)	45	48	–	–
Derivative financial instruments	2	0	1	0
Deferred tax liabilities	5	8	8	40
Pension obligations	62	69	56	58
Provisions	50	50	50	–
Trade and other payables	4	7	7	8
Total non-current liabilities	170	183	299	290
Current liabilities
Borrowings	300	225	23	45
Lease liabilities(3)	13	14	–	–
Derivative financial instruments	19	8	9	7
Current tax liabilities	12	11	8	8
Provisions	77	77	111	45
Trade and other payables	497	542	530	494
Total current liabilities	918	877	681	600
Total liabilities	1,088	1,059	980	890
Liabilities directly associated with assets classified as held for sale	42	43	–	–
Total equity and liabilities	1,459	1,482	1,358	1,357
____

(1) Outotec has adopted the "IFRS 16 – Leases" as of January 1, 2019, using the modified retrospective approach. The figures for the periods prior to January 1, 2019, were not adjusted and, therefore, are not fully comparable.

(2) Outotec has adopted the "IFRS 15 – Revenue from Contracts with Customers" as of January 1, 2018. As a result, Outotec restated the figures as at and for the year ended December 31, 2017, using the full retrospective method. The figures are, therefore, unaudited. For more information, see "Certain Matters—Presentation of Financial Information—Historical Financial Statements of Outotec—New Standards Adopted."

(3) This item has been recognized through the implementation of "IFRS 16 – Leases."

	As at and for the three months ended March 31,			As at and for the year ended December 31,
	2020	2019	2019(1)	2018	2017(2)
					(restated)
		(unaudited)	(audited)		(unaudited)
			(EUR in millions)
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows from operating activities
Result for the period	4	5	27	(67)	3
Adjustments for
Depreciation and amortization	12	13	52	39	41
Other adjustments	(5)	1	26	(8)	24
Decrease (+) / Increase (-) in net working capital	(65)	(39)	(29)	113	(22)
Dividend received	–	–	0	1	0
Interest received	1	1	6	5	5
Interest paid	(1)	(1)	(9)	(6)	(9)
Income tax paid	(4)	0	(6)	(6)	(3)
Net cash from operating activities	(59)	(18)	68	70	40

Cash flows from investing activities Purchases of fixed assets	(5)	(3)	(18)	(22)	(21)
Proceeds from sale of fixed assets	1	–	0	1	2
Acquisitions, net of cash	–	(0)	(9)	(0)	(0)
Proceeds from disposal of subsidiaries	–	–	–	0	–
Acquisition of shares in associated companies	–	–	–	(0)	–
Change in other non-current receivables	–	–	–	0	(0)
Proceeds from other investing activities	1	–	–	–	–
	(3)	(3)	(27)	(21)	(19)
Net cash used in investing activities Cash flow before financing activities	(62)	(22)	40	49	21

Cash flows from financing activities
Repayments of non-current debt (-)	(0)	(0)	(0)	(4)	(8)
Decrease in current debt (-)	(25)	(1)	(64)	(33)	(22)
Increase in current debt (+)	101	9	90	10	29
Repayment of lease liabilities(3)	(4)	(4)	(14)	–	–
Dividends paid	(18)	–	–	–	–
Interest paid on hybrid bond	(11)	(11)	(11)	(11)	(11)
Cash outflows from other financing activities	–	(0)	(1)	–	(1)
Cash inflows from other financing activities	0	–	–	0	–
Net cash used in financing activities	43	(7)	(1)	(38)	(13)
Net change in cash and cash equivalents	(19)	(29)	39	11	8
Cash and cash equivalents at beginning of
period	267	233	233	230	233
Foreign exchange rate effect on cash and cash equivalents	(16)	5	(1)	(8)	(11)
Cash classified as assets held for sale	0	–	(4)	–	–
Net change in cash and cash equivalents	(19)	(29)	39	11	8
Cash and cash equivalents at end of period	233	210	267	233	230
____

(3) This item has occurred through the implementation of "IFRS 16 – Leases."

Key Figures

Outotec monitors several key figures which it uses to measure its financial performance. Key figures include also alternative performance measures. For more information on alternative performance measures, see "Certain Matters—Presentation of Financial Information—Alternative Performance Measures of Outotec" and "—Reconciliation of Certain Alternative Performance Measures" below.

The following table sets forth key figures of Outotec as at the dates and for the periods indicated:

		As at and for the three months ended March 31,		As at and for the year ended December 31,
	2020	2019	2019(1)(2)	2018(1)	2017(1)(3)
		(restated)(4)		(restated)
		(unaudited)		(unaudited, unless otherwise indicated)
				(EUR in millions, unless otherwise indicated)
KEY FIGURES
Order intake(5)	240	332	1,501	1,166	1,205
Service order intake(6)	120	156	586	513	495
Share of service in order intake(7) , percent	50.0	47.0	39.1	44.0	41.1
Order backlog at end of period(8)	992	927	1,070	830	1,005
Sales(9)	285	246	1,210	1,198	1,144
Service sales(11)	110	109	550	472	480
Share of service in sales(12) , percent	38.5	44.5	45.5	39.5	42.0
Gross margin(13) , percent	24.7	28.0	29.8	16.6	23.6
EBIT(14)	9	13	107	(47)(15)	26
EBIT(14) , percent	3.3	5.2	8.9	(3.9)(15)	2.3
Adjusted EBIT(16)	16	14	122	(32)(15)	34
Adjusted EBIT(16) , percent	5.4	5.6	10.1	(2.6)(15)	2.9
Adjusted EBITA(17)	21	19	142	(7)(15)	55
Adjusted EBITA(17) , percent	7.2	7.7	11.7	(0.6)(15)	4.8
Result before taxes(18)	5	11	93	(56)(15)	16
Result before taxes(18) in relation to sales, percent	1.7	4.4	7.7	(4.7)(15)	1.4
Result for the period, continuing operations, in relation
to sales(19), percent	1.3	3.4	6.0	(4.2)(15)	0.3
Earnings per share, continuing operations, EUR	0.01	0.03	0.35	(0.33)(15)	–
Earnings per share(20)(21) , EUR	0.01	0.02	0.10	(0.42)(10)(15)	(0.03)
Net cash from operating activities(22)	(59)	(18)	68	70(10)	40(10)
Net interest-bearing debt at end of period(23)	124	60	18	(38)	(6)
Gearing at end of period, percent(24)	37.8	16.0	4.8	(10.1)	(1.2)
Equity-to-assets ratio at end of period, percent(25)	25.0	30.9	29.6	32.9	41.1
Equity at end of period(26)	328	377	379	377(10)	467
Equity per share(27) , EUR	1.79	2.06	2.07	2.06	2.56
Net working capital at end of period(28)	(32)	(91)	(101)	(123)	(9)
Capital expenditure(29)	5	3	18	21	21
Capital expenditure(29) in relation to sales, percent	1.8	1.3	1.5	1.8	1.8
Research and development expenses(30)	13	13	55	54	56(10)
Research and development expenses(30) in relation to
sales, percent	4.5	5.3	4.6	4.5	4.9
Return on investment, LTM(31) , percent	16.4	(5.6)	18.3	(6.4)	3.0
Return on equity, LTM(32) , percent	19.3	(11.4)	19.2	(12.0)	0.6
Personnel at end of period(33)	3,947	4,027	4,045	3,986	4,146

(1) Key figures related to the income statement, order intake and order backlog for the year ended December 31, 2019 have been presented for continuing operations and the corresponding comparison figures for the year ended December 31, 2018 have been restated accordingly due to business divestments in the Metals, Energy & Water segment being classified as discontinued operations. The restated figures for the year 2018 are, therefore, unaudited. Key figures related to income statement information for the year ended December 31, 2017 have not been restated and they include both continuing and discontinued operations.

(2) Outotec has adopted the "IFRS 16 – Leases" as of January 1, 2019, using the modified retrospective approach. The figures for the periods prior to January 1, 2019, were not adjusted and, therefore, are not fully comparable.

(4) Comparison figures related to the income statement have been restated due to business divestments in the Metals, Energy & Water segment being classified as discontinued operations.

(5) Order intake = Orders received from customers during the period.

__________

(6) Service order intake = Orders received from customers during the period, Service business. (7) Share of service in order intake = Service order intake × 100 Order intake (8) Order backlog at end of period = The balance of orders received from customers, for which the revenue has not been

recognized yet. (9) Sales = Sales in the statement of comprehensive income.
(10) Audited.
(11) Service sales = Sales in the statement of comprehensive income, Service business.

		Service sales
(12)	Share of service in sales =	× 100 Sales
(13)	Gross margin =	Sales - cost of sales × 100
		Sales
(14)	EBIT(34) =	Operating result in the statement of comprehensive income.
(15)		Includes the impact of the EUR 110 million provision recorded in relation to the Ilmenite Smelter project as described in Outotec's audited consolidated financial statements as at and for the year ended December 31, 2018, incorporated by reference into this Offering Circular.
(16)	Adjusted EBIT(34) =	Operating result excluding restructuring and acquisition-related items, items related to mergers and acquisitions, purchase price allocation (PPA) amortizations, and goodwill impairments.
(17)	Adjusted EBITA(34) =	Operating result excluding amortizations and impairment losses, as well as adjustment items comprising of restructuring and capacity adjustment costs, costs related to mergers and acquisitions, outcome of material intellectual property right disputes and gains and losses on business disposals.
(18)	Result before taxes(34) =	Result before taxes in the statement of comprehensive income.
		Result for the period
(19)	Result for the period in relation to sales =	× 100 Sales
(20)	and EUR 9 million for the year ended December 31, 2017.	Average number of shares used in calculating the earnings per share is 181,808 thousand for the three months ended March 31, 2020, 181,609 thousand for the three months ended March 31, 2019, 181,669 thousand for the year ended December 31, 2019, 181,547 thousand for the year ended December 31, 2018, and 181,305 thousand for the year ended December 31, 2017. Earnings per share includes a reduction of accrued hybrid bond interest (net of tax) amounting to EUR 2 million for the three months ended March 31, 2020, EUR 2 million for the three months ended March 31, 2019, EUR 9 million for the year ended December 31, 2019, EUR 9 million for the year ended December 31, 2018
		Result for the period attributable to the
(21)	Earnings per share, EUR =	equity holders of the parent company - accrued hybrid bond interest, net of tax × 100
		Average number of shares during the period
(22)	Net cash from operating activities =	Net cash from operating activities in the statement of cash flows.
(23)	Net interest-bearing debt at end of = period(35)(36)	Borrowings + lease liabilities - other shares and securities - loan receivables - interest bearing trade and other receivables - cash and cash equivalents
(24)	Gearing(35)(36) =	Net interest-bearing debt × 100
		Total equity
(25)	Equity-to-assets ratio(35)(36) =	Total equity × 100
		Total assets - contract liabilities (net advances received)
(26)	Equity =	Total equity in the statement of financial position.
(27)	Equity per share, EUR =	Total equity attributable to the equity holders of the parent × 100
		Number of shares outstanding at the end of period
(28)	Net working capital =	Trade and other receivables (excluding accrued interests) + inventories + derivative financial instruments (assets) - pension obligations - provisions - trade and other payables (excluding accrued interests and dividend payable) - derivative financial instruments (liabilities)
(29)	Capital expenditure(34) =	Additions in intangible assets and property, plant and equipment. Does not include additions in right-of-use assets.
(30)	Research and development expenses(34) =	Research and development expenses in the statement of comprehensive income (including expenses covered by grants received).
		Operating result + finance income (last 12 months)
(31)	Return on investment (last 12 months)(36) =	× 100 Total equity + borrowings + lease liabilities (12 months' average)
(32)	Return on equity (last 12 months) =	Result for the period (last 12 months) × 100
		Total equity (12 months' average)
(33)	of employees at the end of the period.	As at January 1, 2019, Outotec has presented its personnel figures as full-time equivalent employees. The figures for 2018 have been recalculated as full-time equivalent employees. Personnel figures for the year ended December 31, 2017 have been presented as a total number
(34)		The relevant margin or in relation to sales measure has been calculated by dividing the appropriate measure with sales.

(35) If the hybrid bond were treated as a liability, the net interest-bearing debt would be EUR 274 million, gearing 153.7 percent, and the equityto-assets ratio 13.6 percent as at March 31, 2020 (as at March 31, 2019: EUR 210 million, 92.7 percent and 18.6 percent, respectively, as at December 31, 2019: EUR 168 million, 73.3 percent and 17.9 percent, respectively, as at December 31, 2018: EUR 112 million, 49.2 percent and 19.8 percent, respectively, and as at December 31, 2017: EUR 144 million, 45.6 percent and 27.9 percent, respectively).

(36) The following table sets forth the figures as at December 31, 2019, excluding the impact of implementing the "IFRS 16 – Leases":

	As at December 31, 2019
	As reported	IFRS 16 impact	Excluding "IFRS 16–Leases"
Net interest-bearing debt at end of period, EUR in millions	18	(62)	(44)
Gearing at end of period, percent	4.8	(16.4)	(11.7)
Equity-to-assets ratio at end of period, percent	29.6	1.5	31.1
Return on investment, LTM, percent	18.3	0.6	18.9

Reconciliation of Certain Alternative Performance Measures

The following table sets forth the reconciliations of certain alternative performance measures to the nearest IFRS measure for the periods indicated:

		For the three months ended March 31,		For the year ended December 31,
	2020	2019	2019(1)(2)	2018(1)	2017(1)(3)
		(restated)(4)		(restated)
	(unaudited)			(unaudited, unless otherwise indicated)
		(EUR in millions, unless otherwise indicated)
Reconciliation of adjusted EBIT and adjusted EBITA
Operating result (EBIT)	9	13	107(5)	(47)(6)	26
Restructuring and acquisition-related costs	5	–	10	11	0
PPA amortization	1	1	4	4	7
Adjusted EBIT(7)	16	14	122	(32)(6)	34
Adjusted EBIT(7) , percent	5.4	5.6	10.1	(2.6)(6)	2.9
Amortization and impairment of intangible assets (other
than PPA and restructuring related)	5	5	20	25	21
Adjusted EBITA(8)				(7)(6)
Adjusted EBITA(8) , percent	7.2	7.7	11.7	(0.6)(6)	4.8
____	21	19	142		55

(1) Figures related to the income statement for the year ended December 31, 2019 have been presented for continuing operations and the corresponding comparison figures for the year ended December 31, 2018 have been restated accordingly due to business divestments in the Metals, Energy & Water segment being classified as discontinued operations. The restated figures for the year 2018 are, therefore, unaudited. Figures related to income statement information for the year ended December 31, 2017 have not been restated and they include both continuing and discontinued operations.

(4) Comparison figures related to the income statement have been restated due to business divestments in the Metals, Energy & Water segment being classified as discontinued operations.

(5) Audited.

(6) Includes the impact of the EUR 110 million provision recorded in relation to the Ilmenite Smelter project as described in Outotec's audited consolidated financial statements as at and for the year ended December 31, 2018, incorporated by reference into this Offering Circular.

(7) Excluding restructuring- and acquisition-related items and PPA amortizations.

(8) Excluding all amortizations, as well as adjustment items comprising of restructuring and capacity adjustment costs, costs related to mergers and acquisitions, outcome of material intellectual right property disputes, gains and losses on business disposals and goodwill impairments.

(3) The following text is inserted to replace the first paragraph of the section entitled "Selected Consolidated Financial Information—Selected Carve-out Financial Information of the Metso Minerals Business" on page 48 of the Offering Circular:

The following tables set forth selected carve-out financial information of the Metso Minerals Business as at and for the three months ended March 31, 2020, and 2019, and as at and for the years ended December 31, 2019, 2018 and 2017. The selected carve-out financial information presented below has been derived from the unaudited interim carve-out financial information of the Metso Minerals Business as at and for the three months ended March 31, 2020, including unaudited comparative interim carve-out financial information as at and for the three months ended March 31, 2019, the unaudited carve-out financial information of the Metso Minerals Business as at and for the year ended December 31, 2019, including unaudited comparative carve-out financial information as at and for the year ended December 31, 2018, and the audited carve-out financial statements of the Metso Minerals Business as at and for the years ended December 31, 2018 and 2017. The carve-out financial information of the Metso Minerals Business has been prepared in accordance with IFRS, under consideration of the principles for determining which assets and liabilities, income and expenses and cash flows are to be assigned to the Metso Minerals Business as described in the accounting principles as well as the carve-out accounting policies in the notes to the audited carve-out financial statements of the Metso Minerals Business as at and for the years ended December 31, 2018 and 2017 included in the F-pages to this Offering Circular.

(4) The following tables are inserted to replace the tables contained in the section entitled "Selected Consolidated Financial Information—Selected Carve-out Financial Information of the Metso Minerals Business" starting on page 49 of the Offering Circular:

		For the three months
		ended March 31,		For the year ended December 31,
	2020	2019	2019	2018	2017
		(unaudited)			(audited)
			(EUR in millions)
COMBINED STATEMENT OF INCOME
Sales	696	681	2,976	2,581	2,177
Cost of goods sold(1)	(489)	(481)	(2,117)	(1,867)	(1,623)
Gross profit(1)	207	200	858	714	554
Selling and marketing expenses(1)	(68)	(59)	(266)	(222)	(218)
Administrative expenses	(60)	(49)	(212)	(185)	(166)
Research and development expenses	(8)	(8)	(30)	(23)	(13)
Other operating income and expenses, net	(12)	(6)	(25)	(16)	(1)
Share in profits of associated companies	0	0	1	0	0
Operating profit(1)	59	78	325	268	156
Finance income	3	1	4	4	11
Finance income, Metso group	1	1	3	5	7
Foreign exchange rate gain/losses	6	(1)	1	0	0
Finance expenses(1)	(10)	(9)	(42)	(36)	(45)
Finance expenses, Metso group	0	0	0	0	0
Profit before taxes	58	70	292	242	128
Income taxes	(14)	(21)	(69)	(72)	(58)
Profit for the period	43	49	223	169	70
Attributable to:
Shareholders of Metso Minerals	43	49	224	170	70
Non-controlling interests ____	0	0	(1)	(1)	0

		For the three months
		ended March 31,		For the year ended December 31,
	2020	2019	2019	2018	2017
		(unaudited)			(audited)
			(EUR in millions)
COMBINED STATEMENT OF
COMPREHENSIVE INCOME
Profit for the period	43	49	223	169	70
Other comprehensive income:
Cash flow hedges, net of tax	0	0	3	(1)	2
Currency translation on subsidiary net investments	(48)	12	2	(15)	(29)
Items that may be reclassified to profit or loss in
subsequent periods	(48)	12	4	(16)	(27)
Defined benefit plan actuarial gains (+) / losses (-),
net of tax	0	0	(3)	1	(2)
Items that will not be reclassified to profit or loss	0	0	(3)	1	(2)
Other comprehensive income	(48)	12	1	(15)	(29)
Total comprehensive income	(5)	61	224	154	42

Attributable to:
Shareholders of Metso Minerals	(5)	61	225	155	42
Non-controlling interests	0	0	(1)	(1)	0
Total comprehensive income	(5)	61	224	154	42

	As at March		As at December 31,
	31, 2020	2019	2018	2017
		(unaudited)	(EUR in millions)	(audited)
COMBINED BALANCE SHEET
ASSETS
Non-current assets
Intangible assets
Goodwill Other intangible assets	547 158	556 167	462 63	446 69
Total intangible assets	704	723	526	515
Property, plant and equipment
Land and water areas	42	43	35	38
Buildings and structures	92	98	75	80
Machinery and equipment Assets under construction	127 52	128 46	106 31	106 10
Total property, plant and equipment	313	315	246	233
Right-of-use assets(1)	81	89	–	–
Other non-current assets
Investments in associated companies	8	8	4	1
Non-current financial assets	3	3	3	3
Loan receivables Loan receivables, Metso group	5 0	6 25	6 49	3 70
Derivative financial instruments	3	2	3	2
Deferred tax asset	100	108	81	74
Other non-current receivables	38	42	38	28
Other non-current receivables, Metso group	81	88	137	83
Total other non-current assets	237	282	321	262
Total non-current assets Current assets	1,336	1,409	1,094	1,010
Inventories	965	975	790	612
Trade receivables	540	577	493	416
Trade receivables, Metso group	9	10	8	8
Customer contract assets	73	87	82	66
Loan receivables	1	1	1	0
Loan receivables, Metso group	26	25	33	23
Cash pool receivables, Metso group Derivative financial instruments	24 48	17 16	20 9	27 12
Income tax receivables	42	44	21	37
Other current receivables	109	139	102	101
Other current receivables, Metso group	1	1	1	0
Deposits and securities, maturity more than three months	0	–	76	248
Cash and cash equivalents	292	156	249	453
Liquid funds Total current assets	292 2,128	156 2,048	325 1,885	701 2,005
Total assets	3,464	3,457	2,979	3,015
EQUITY AND LIABILITIES
Equity
Cumulative translation adjustments	(199)	(151)	(153)	(138)
Hedge reserve Invested equity and retained earnings	0 1,475	0 1,402	(3) 1,328	(2) 1,199
Equity attributable to shareholders of Metso Minerals	1,276	1,252	1,173	1,059
Non-controlling interests	2	3	10	7
Total equity	1,279	1,254	1,183	1,066
Liabilities
Non-current liabilities Borrowings	729	801	383	554
Lease liabilities(1)	64	69	–	–
Post-employment benefit obligations	62	61	57	60
Provisions	27	33	27	35
Derivative financial instruments	3	2	2	0
Deferred tax liability	63	66	26	17
Other non-current liabilities Other non-current liabilities, Metso group	2 6	2 6	2 6	2 6
Total non-current liabilities	955	1,040	502	673
Current liabilities
Borrowings	134	24	209	300
Pool accounts liabilities, Metso group	67	86	81	136
Lease liabilities(1)	19	21	–	–
Trade payables Trade payables, Metso group	382 1	385 1	374 1	297 1
Provisions	69	71	59	66
Advances received	191	189	189	171
Customer contract liabilities	68	63	100	58
Derivative financial instruments	24	13	13	9
Income tax liabilities	34	47	58	66
Other current liabilities Other current liabilities, Metso group	239 2	251 11	210 0	171 1
Total current liabilities	1,231	1,163	1,294	1,276
Total liabilities	2,185	2,202	1,796	1,949
Total equity and liabilities	3,464	3,457	2,979	3,015

__________

		As at and for the three





















































Liquid funds at end of period	292	369	156	325	701

Key Figures

The Metso Minerals Business monitors several key figures which it uses to measure its financial performance. Key figures include also alternative performance measures. For more information on alternative performance measures, see "Certain Matters—Presentation of Financial Information—Alternative Performance Measures of the Metso Minerals Business" and "—Reconciliation of Certain Alternative Performance Measures" below.

The following table sets forth carve-out key figures of the Metso Minerals Business as at the dates and for the periods indicated:

				As at and for the three months ended March 31,		As at and for the year ended December 31,
			2020	2019	2019	2018	2017
				(unaudited)		(audited, unless otherwise indicated)
					(EUR in millions, unless otherwise indicated)
	KEY FIGURES
	Orders received(1)		874	823	3,009	2,872	2,427
	Orders received(1) by service business		498	474	1,907	1,777	1,594
	share of orders received, percent		57.0	57.6	63.4	61.9	65.7
	Order backlog(2)		1,427	1,545	1,408	1,411	1,204
	Sales		696	681	2,976	2,581	2,177
	Sales by services business		439	429	1,815	1,644	1,481
	share of sales, percent		63.1	63.0	61.0	63.4	68.0
	Adjusted EBITA(3)(4)		74	83	377	284	179
	share of sales, percent		10.7	12.1	12.7	11.0	8.2
	Adjusted EBITDA(4)(5)		89	95	432	314	210
	share of sales, percent		12.8	14.0	14.5	12.2	9.7
	Operating profit		59	78	325	268	156
	share of sales, percent		8.4	11.5	10.9	10.4	7.2
	Profit for the period		43	49	223	169	70
	Net cash flow from operating activities		103	21	43	107	169
	Net working capital(6)		793	664	853	629	458
Net debt(7)			665	271	772	239	165
	Gearing(8), percent		52.0	21.7	61.5	20.2	15.4
	Equity to assets ratio(9), percent		39.9	43.8	39.1	44.0	38.3
	Total assets		3,464	3,131	3,457	2,979	3,015
	Personnel at the end of period		12,664	10,648	12,894	10,367	9,670
____ (1)	Orders received	=		Orders received during the reporting period.
(2)	Order backlog	=		Undelivered orders at the end of the reporting period.
(3)	Adjusted EBITA	=				Operating profit (EBIT) + restructuring and acquisition-related costs + amortization
(4)	Unaudited.
(5)	Adjusted EBITDA	=		Adjusted EBITA + depreciation
(6)	Net working capital	=	bearing liabilities			Inventories + trade receivables + other non-interest bearing receivables + customer contract assets and liabilities, net - trade payables - advances received - other non-interest
(7)	Net debt	=		(current and non-current) - liquid funds		Borrowings - non-current financial assets - loan and other interest-bearing receivables
(8)	Gearing	=			Net debt		× 100
					Total equity
(9)	Equity to assets ratio	=			Total equity		× 100
					Balance sheet total - advances received

Reconciliation of Certain Alternative Performance Measures

The following table sets forth the reconciliations of certain alternative performance measures to the nearest IFRS measure for the periods indicated:

	For the three months ended March 31,		For the year ended December 31,
	2020	2019	2019	2018	2017
		(unaudited)		(audited, unless otherwise indicated)
			(EUR in millions)
Reconciliation of EBIT and adjusted EBIT(D)A
Operating profit (EBIT)	59	78	325	268	156
Restructuring and acquisition-related costs	10	2	36	–	8
Amortization	6	3	16	16	14
Adjusted EBITA(1)	74	83	377	284	179
Depreciation	15	13	55	30	31
Adjusted EBITDA(1) ____	89	95	432	314	210

(1) Unaudited.

Risk Factors

Due to COVID-19, the section of the Offering Circular entitled "Risk Factors" is supplemented as follows:

(1) The following text is inserted to replace the section "Risk Factors—Risks Relating to the Combined Company and its Industry—Uncertain global, regional or local economic and political operating environment could have an effect on the Combined Company's ability to achieve its strategic goals" on page 14 of the Offering Circular:

Uncertain global, regional or local economic and political operating environment could have an effect on the Combined Company's ability to achieve its strategic goals.

The Combined Company's operations and its customers' operations are geographically widespread and, therefore, uncertainty in the global, regional or local economic and political conditions and in the Combined Company's customer industries influence the demand for the Combined Company's technology, products and services and the availability of financing in some of the Combined Company's customer industries, which may affect the Combined Company's ability to meet its strategic goals. During 2020, the global spread of COVID-19 ("Coronavirus") has caused significant short-term risks and uncertainties to the markets affecting the entire global operating environment. In addition, in 2018 and 2019, concerns over political developments, such as the trade tensions between the United States and China, the policies of the U.S. presidential administration and the ongoing negotiations regarding the United Kingdom's exit from the EU ("Brexit"), as well as increased geopolitical tensions, including those related to the Middle East or Hong Kong, increased the risks relating to the global operating environment, especially in the emerging markets. China is a significant market for metal products and, therefore, any uncertainty or adverse changes, such as the economic decline caused by the Coronavirus, in, for example, China's economic outlook and the policies of the Chinese government or the laws and regulations in China could have an adverse effect in demand for the Combined Company's products and services. Further, financial uncertainty or volatility in the euro zone and other global markets, fluctuations in exchange rates and tightening financial market regulations, may have an adverse effect on the availability of financing from banks and capital markets. Short-term financing deficits may have an indirect adverse effect on the Combined Company's business operations due to the reduced investment levels of the Combined Company's customers, which could also increase the Combined Company's risks related to receivables.

The Coronavirus poses significant short-term risks and uncertainties to the operating markets of the Combined Company. The spread and severity of the pandemic are difficult to predict. National and local measures adopted abruptly by governments to restrict the spread of the virus further decrease the predictability of demand for the Combined Company's products and services and of the Combined Company's operations as they prevent the ability to perform particularly services at customer sites due to restrictions on mobility of workforce, cause challenges on the availability of components and logistics as well as restrict the operations of the Combined Company's manufacturing sites during lockdowns.

The spread of the Coronavirus has increased the risk that global economic growth will significantly decline, which together with uncertain political and economic developments could affect the Combined Company's customer industries, reduce the amount of large investments particularly as well as weaken demand for the Combined Company's products and services. In addition, there can be no assurance that the Coronavirus will not otherwise adversely affect the Combined Company's business operations in the short-term as well as in the long-term.

Operating and Financial Review and Prospects of Outotec

Due to the publication of the Financial Statements, the section of the Offering Circular entitled "Operating and Financial Review and Prospects of Outotec" is supplemented as follows:

(1) The following subsection is inserted to replace the subsection "Market Outlook" of the section entitled "Operating and Financial Review and Prospects of Outotec—Outlook" on page 134 of the Offering Circular:

Outlook for 2020

Due to the ongoing COVID-19 pandemic, market activity and visibility in minerals processing and metals refining market have weakened. The timing of larger investments in particular is uncertain.

Operating and Financial Review and Prospects of the Metso Minerals Business

On May 7, 2020, Metso published a press release relating to the arrangement of new funding totaling EUR 290 million in preparation for the impact of COVID-19.

Due to the publication of the press release, the section of the Offering Circular entitled "Operating and Financial Review and Prospects of the Metso Minerals Business" is supplemented as follows:

(1) The following text is inserted as the last paragraph under the heading "Operating and Financial Review and Prospects of the Metso Minerals Business—Recent Events" on page 156 of the Offering Circular:

On May 7, 2020, Metso announced that to be well prepared for the impacts of COVID-19 on its businesses, it has obtained new funding totaling EUR 290 million.

The new funding consists of a EUR 100 million, two-year term loan from Nordea Bank Abp, which is expected to be drawn soon. In addition, Metso signed four bilateral revolving credit facilities totaling EUR 190 million for one and two years with four banks. The four banks are Commerzbank AG, OP Corporate Bank Plc, Skandinaviska Enskilda Banken AB (publ), and Standard Chartered Bank. All the facilities will be transferred to Metso Outotec at the completion of the Demerger.

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SUPPLEMENT TO THE OFFERING CIRCULAR DATED MAY 8, 2020

Interim Report of Outotec and Selected Interim Carve-out Financial Information of the Metso Minerals Business as at and for the Three Months Ended March 31, 2020

Summary

(3) The following text is inserted to replace the first paragraph of the section entitled "Summary—What is the Key Financial Information Regarding the Metso Minerals Business?" on page 4 of the Offering Circular:

Selected Consolidated Financial Information

Key Figures

(36) The following table sets forth the figures as at December 31, 2019, excluding the impact of implementing the "IFRS 16 – Leases":

Reconciliation of Certain Alternative Performance Measures

Key Figures

Reconciliation of Certain Alternative Performance Measures

Risk Factors

Uncertain global, regional or local economic and political operating environment could have an effect on the Combined Company's ability to achieve its strategic goals.

Operating and Financial Review and Prospects of Outotec

Outlook for 2020

Operating and Financial Review and Prospects of the Metso Minerals Business

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