CORPORATES

CREDIT OPINION8 October 2019

New Issue

RATINGS

Metso OutotecDomicile Finland

Long Term Rating Baa2

Type LT Issuer Rating - FgnCurr

Outlook Stable

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Contacts

Daniel Harlid +46.8.5025.6546AVP-Analystdaniel.harlid@moodys.com

Christian Hendker,CFA

+49.69.70730.735

Associate Managing Directorchristian.hendker@moodys.com

Svitlana Ukrayinets +49.69.70730.920Associate Analystsvitlana.ukrayinets@moodys.com

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

Metso OutotecNew issuer

SummaryThe Baa2 long-term issuer rating of Metso Outotec reflects as positives its (1) good marketposition and comprehensive solutions offering within the mid- and downstream mining andaggregates value chain; (2) high share of aftermarket sales, amounting to over 50% of 2018revenue pro forma for the merger, which should support relative stability of profitabilitythrough the cycle; (3) diversified revenue base in terms of both geography and commodity;(4) meaningful exposure to aggregates, a sector that historically has behaved somewhatcountercyclical to the traditional mining sector; and (5) firm commitment to maintaining aninvestment-grade rating, demonstrated by Metso Corporation’s (Baa2 Stable) track record ofde-risking its balance sheet and reflected in its Moody’s-adjusted debt/EBITDA of 1.6x as ofJune 2019.

However, the rating is constrained by the company’s (1) somewhat narrow end-marketexposure, because 55% of revenue is derived from the highly cyclical mining sector; (2)relatively low profitability compared with that of its peers within the rating category —although it is a reflection of Outotec's struggling Metals, Energy and Water (MEW) segment,which is likely to be turned around over the next few years; (3) risks related to the complexproject business; and (4) initially low-single-digit free cash flow (FCF)/debt in percentageterms.

Exhibit 1

Leverage expected to come down toward 2.0x within the next 12-18 monthsMoody's-adjusted debt/EBITDA and FCF/debt development

2.4x

2.1x

1.8x

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

18.0%

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

2020F 2021F 2022F

Debt/EBITDA FCF/debt (RHS)

Numbers reflect operating performance should the proposed merger close on 1 January 2020.Source: Moody’s Investors Service

MOODY'S INVESTORS SERVICE CORPORATES

Credit strengths

» One of the largest companies within mid- and downstream minerals processing equipment and services globally, with 2018 proforma revenue of €4.2 billion

» Large installed base of mining equipment, with high exposure to very profitable sales of wear and spare parts

» Versatile exposure in terms of commodity, with high-growth commodities such as battery metals generating 25% of sales

» Expanding aggregates business, which helps the company shield itself from the volatile traditional mining sector

Credit challenges

» Somewhat narrow end-market exposure, with mining (excluding aggregates) generating 55% of revenue

» Relatively low Moody’s-adjusted EBITA margin of 10% compared with that of its peers

» Initially somewhat limited FCF generation, as demonstrated by its expected Moody’s-adjusted FCF/debt of 6% for 2020, althoughthe ratio is projected to strengthen as capital spending returns to more normal levels

Rating outlookThe stable outlook is based on our expectation of a continued healthy business environment related to mining capital spending forthe next 12-18 months, translating into a growth forecast of around 7% during the period. This, together with some revenue and costsynergies, should translate into a slowly increasing Moody’s-adjusted EBITA margin, to 11% in 2020 from 10% in 2019. The outlook alsofactors in an improvement in its Moody’s-adjusted FCF-to-debt ratio to above 9% in our forward view as capital spending returns tomore normal levels of around 1.5% of sales. In addition, adjusted debt/EBITDA is likely to be maintained below 2.5x through the cycle.

Factors that could lead to an upgrade

» Double-digit Moody's-adjusted EBITA margin in percentage terms

» Moody's-adjusted debt/EBITDA close to or below 2.0x

» Moody's-adjusted FCF/debt at or above 10%

Factors that could lead to a downgrade

» Moody's-adjusted EBITA margin decreasing below 10%

» Moody's-adjusted debt/EBITDA above 3.0x

» A prolonged period of negative free cash flow generation

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 8 October 2019 Metso Outotec: New issuer

MOODY'S INVESTORS SERVICE CORPORATES

Key indicators

Exhibit 2

Metso Outotec

Moodys 12-18 months forward view

Revenue (USD Billion) $5.5-$5.8

EBITA Margin 10%-11%

EBITA / Interest Expense 12x-14x

Debt / EBITDA 2.1x-2.4x

Retained Cash Flow / Net Debt 20%-30%

Free Cash Flow / Debt 6%-9%

This represents Moody’s forward view, not the view of the issuer, and unless noted in the text, does not incorporate significant acquisitions and divestitures.Numbers reflect our 12-18-month forward view on operating performance starting from 1 January 2020. Estimated closing date is 1 April 2020.Source: Moody’s Investors Service

ProfileHeadquartered in Helsinki, Finland, Metso Outotec will be the name of the combined group consisting of Metso’s Minerals segmentand Outotec Oyj, employing 15,600 employees globally. After the proposed merger, the group’s main revenue source will be acomprehensive offering of equipment and services to the mid- and downstream value chain of minerals and aggregates processing. Proforma for 2018, the group generated revenue of €4.2 billion and adjusted EBITA of €369 million.

Exhibit 3

Revenue per regionAs of 2018

Exhibit 4

Revenue per segmentAs of 2018

EMEA42%

Americas35%

APAC23%

Numbers are pro forma.Source: Company presentation

Services52%

Aggregates equipment19%

Minerals equipment19%

Metals Energy & Water9%

Recyclicng1%

Numbers are pro forma.Source: Company presentation

Detailed credit considerationsMerger to create a comprehensive offering to the mid- and downstream value chain of minerals processingBy combining Metso Minerals and Outotec, the two groups' different strengths will create a company with a presence in all the stagesof the mid- and downstream value chain of minerals processing. The improved market position of the combined group is a positivedriver for the Baa2 rating. The value chain includes materials handling, comminution, separation and refining. While Metso Minerals hasits strengths in the first two areas, Outotec’s strengths reside in the latter two. The value chain is rather fragmented, with only Danish-based FLSmidth having the same coverage as Metso Outotec (although somewhat narrower), and Terex Corporation (B1 stable), WeirGroup Plc (The) (Baa3 stable) and CITIC Group Corporation (A3 stable) in foremost comminution. We think having a full-suite offeringfor mining and aggregates customers is attractive because of the increasing integration between equipment and services, not at leastthrough digitalization where we understand Outotec has a strong offering. The group will exhibit a good and balanced geographicdiversification, supported by both companies’ extensive global service network and large installed base. This effectively provides barriersto entry, enabling customer proximity and making it very difficult for new incumbents to replicate the group's coverage.

3 8 October 2019 Metso Outotec: New issuer

MOODY'S INVESTORS SERVICE CORPORATES

Volatility in the mining sector is balanced by exposure to the more stable aggregates sector and aftermarketMetso Outotec’s exposure to the mining sector makes it rather vulnerable to the capital spending cycle of the global miningcompanies, which from time to time can show significant swings, and constrains the rating. This was evident in both companies'operating performance during the commodity downturn from 2012 to 2016, with both sales and profit contracting materially.

For Metso Minerals, its large aftermarket exposure and outsourcing of mining equipment manufacturing has shielded the division’sprofitability and revenue somewhat from the severest downturns. Outotec’s Minerals division, however, has proven less resilient, withits reported EBITA margin contracting sharply and troughing at around 4% in 2016 on a trailing 12-month basis.

Exhibit 5

Metso Minerals' historical financial performanceExhibit 6

Outotec Minerals' historical financial performance

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

Q4 1

2

Q1 1

3

Q2 1

3

Q3 1

3

Q4 1

3

Q1 1

4

Q2 1

4

Q3 1

4

Q4 1

4

Q1 1

5

Q2 1

5

Q3 1

5

Q4 1

5

Q1 1

6

Q2 1

6

Q3 1

6

Q4 1

6

Q1 1

7

Q2 1

7

Q3 1

7

Q4 1

7

Q1 1

8

Q2 1

8

Q3 1

8

Q4 1

8

Q1 1

9

Q2 1

9

€ m

illio

n

Equipment sales Service sales EBITA Margin (RHS)

Source: Metso's interim reports

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

16.0%

0

200

400

600

800

1,000

1,200

Q412

Q113

Q213

Q313

Q413

Q114

Q214

Q314

Q414

Q115

Q215

Q315

Q415

Q116

Q216

Q316

Q416

Q117

Q217

Q317

Q417

Q118

Q218

Q318

Q418

Q119

Q219

€ m

illio

n

Equipment sales Service sales EBITA Margin (RHS)

Source: Outotec's interim reports

One of the other factors behind Metso Minerals stronger performance is its exposure to aggregates, a much more stable sector becauseof its close links to governmental infrastructure spending, which is countercyclical in nature (governments tend to spend more duringtougher economic times). Pro forma for Metso Minerals latest acquisition in this business line, aggregates sales will represent around30% of total revenue.

Exhibit 7

Metso Mineral's sales to the aggregates industry have shown more stable performance than sales to the mining industrySales indexed to 100 in 2012 for aggregates and mining

50

60

70

80

90

100

110

120

2012 2013 2014 2015 2016 2017 2018

Aggregates Mining

Source: Metso's annual reports

Performance of the Metals, Energy and Water segment to have a negative impact on group profitabilityOutotec has historically been exposed to the metals and minerals refining value chain through its MEW segment. This is a morecomplex process in terms of technology and includes steps such as sintering, pelletizing, smelting and roasting. The segment alsoincludes solutions related to alumina treatment, industrial/municipal water treatment and an offering to the energy sector such aswaste-to-energy and oil shale processing. Performance has been very volatile during the last five years, and loss making for the lastthree, a result of the combination of weak end markets and a complex and high-risk project business. We understand that the volatile

4 8 October 2019 Metso Outotec: New issuer

MOODY'S INVESTORS SERVICE CORPORATES

performance has been driven partly by the fact that the company has historically taken on construction risks in many projects, whichchanged with the appointment of the new CEO Markku Teräsvasara in 2016. Nevertheless, legacy projects have continued to hurtprofitability, as last seen in the fourth quarter of 2018 when Outotec booked a €110 million provision for an ilmenite smelter projectin Saudi Arabia awarded in 2012. Although the MEW segment will continue to impact Metso Outotec’s profitability negatively, itstill represented only around 9% of sales pro forma for 2018. Nevertheless, the current rating reflects our expectation of a gradualturnaround of the division.

Exhibit 8

Outotec's MEW segment has shown volatile operating performancehistoricallyFinancial performance of Outotec's MEW segment

Exhibit 9

The MEW segment has seen its energy and ferroalloy salesdecrease materially

-12.0%

-10.0%

-8.0%

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

0

200

400

600

800

1,000

1,200

1,400

2012 2013 2014 2015 2016 2017 2018

EU

R m

illio

n

Revenue Adjusted EBIT margin (RHS)

Source: Outotec's annual reports

146

268

70 48 32 34 26

125

115

70 84 116 103 102

271

153

14096

127240

217

292 287

182

96

127

8077

0

100

200

300

400

500

600

700

800

900

2012 2013 2014 2015 2016 2017 2018

EU

R m

illio

n

Ferroalloys Alumina Precious Metals Energy and environmental solutions

Source: Outotec's annual reports

Improved profitability and asset-light business model provide healthy FCF generationWe understand that one of the main arguments supporting more integrated offering to the various stages of the minerals mid- anddownstream value chain is to bring customers closer to the company, enabling greater aftermarket penetration and, as such, a highershare of wallet. As Outotec has a large installed base, which is somewhat underpenetrated in terms of wear and spare parts, thereare clear prospects for revenue synergies to materialize over the medium term. Together with targeted annual cost synergies of €100million (to be fully realized by the end of the third year following completion), these factors are the main driving forces behind ourprojections for the EBITA margin to increase to around 11.0% in 2021 from 9.2% in 2018 pro forma for the merger. This translatesinto our expectation for FCF/debt increasing from around 6% in 2020 to around 12% in 2021 (including €50 million annually inimplementation costs for realizing synergies). On a Moody’s-adjusted debt/EBITDA level, the improved profitability helps the ratiodecrease to 2.1x in 2021 from 2.6x in 2020, positioning Metso Outotec well compared with its Baa2-rated peers.

5 8 October 2019 Metso Outotec: New issuer

MOODY'S INVESTORS SERVICE CORPORATES

Liquidity analysisWe view Metso Outotec’s liquidity to be strong, with sources including an expected opening cash balance of €277 million as of1 January 2020 and a revolving credit facility with a total available amount of €600 million. Furthermore, we expect funds fromoperations to amount to €385 million in 2020. Main uses include capital spending of 1.5%-2.0% of sales annually, equivalent to €80million-€100 million, and working capital outflows of €30 million-€40 million annually. As the dividend policy is yet to be decided on,a 50% payout ratio has been modeled, which is in line with Metso Corporation's current dividend policy.

Exhibit 10

Metso Outotec’s liquidity is strong, supported by a large revolving credit facility of €600 millionProjected liquidity sources and uses for 2020

FFO

Cash

RCF

Working cash

Working capital Capital expenditure

Debt retirements

Dividends

0

200

400

600

800

1,000

1,200

1,400

1,600

Sources Uses

EU

R m

illio

n

Numbers reflect liquidity assuming the proposed merger closes on 1 January 2020, as the estimated closing date is 1 April 2020.Source: Moody’s Investors Service

Environmental, social and governance considerationsMetso Outotec will over time see the benefits of the low carbon transition, as it has exposure to metals such as copper, lithium andnickel. In addition, its mining customers are subject to increasing environmental regulations. Meeting more stringent hurdles willrequire more new mine investment, which is expected to benefit Metso Outotec.

With respect to governance, we expect the financial policy of the combined Metso Outotec to be consistent with Metso Corporation'scurrent policy, including dividend policy and commitment to a strong balance sheet and its investment-grade rating. The boardcomposition of Metso Outotec will constitute 10 directors, with six from Metso Corporation and four from Outotec Oyj.

In addition, there are execution risks related to the combination of the two companies and realization of synergies. However, we viewthat these risks are manageable because of the good governance standards at both Metso Corporation and Outotec Oyj.

6 8 October 2019 Metso Outotec: New issuer

MOODY'S INVESTORS SERVICE CORPORATES

Rating methodology and scorecard factorsThe principal methodology used in this rating was the Global Manufacturing Companies rating methodology, published in June 2017.The scorecard-indicated outcome is in line with the actual rating. Please see the Rating Methodologies page on www.moodys.com for acopy of this methodology.

Exhibit 11

Rating factorsMetso Outotec

Manufacturing Industry Grid [1]

Factor 1 : Business Profile (20%) Measure Score

a) Business Profile Baa Baa

Factor 2 : Scale (20%)

a) Revenue (USD Billion) $5.5 - $5.8 Baa

Factor 3 : Profitability (10%)

a) EBITA Margin 10% - 11% Baa

Factor 4 : Coverage and Leverage (40%)

a) EBITA / Interest Expense 12x - 14x Ba

b) Debt / EBITDA 2.1x - 2.4x Baa

c) Retained Cash Flow / Net Debt 20% - 30% Ba - Baa

d) Free Cash Flow / Debt 6% - 9% Ba

Factor 5 : Financial Policy (10%)

a) Financial Policy Baa Baa

Rating:

a) Scorecard-indicated Rating from Grid Baa2

b) Actual Rating Assigned Baa2

Moody's 12-18 Month Forward View

As of 9/17/2019 [2]

[1] All ratios are based on ‘Adjusted’ financial data and incorporate Moody’s Global Standard Adjustments for Non-Financial Corporations.[2] This represents Moody’s forward view, not the view of the issuer; numbers reflect 12-18-month forward view on operating performance starting from 1 January 2020, assuming that theproposed merger closes by this date.Sources: Moody's Financial Metrics™ and Moody’s Investors Service

Appendix

Exhibit 12

Peer comparison

FYE

Dec-18

LTM

June-19

12-18 month

forward view

FYE

Dec-18

LTM

June-19

12-18 month

forward view

FYE

Dec-18

LTM

June-19

12-18

month

forward

view

Revenue ($, bn) $3.2 $3.5 $3.5-$3.7 $9.9 $9.4 $9.9 - $10.1 $5.1 $5.2 $5.5

EBITA Margin 13.7% 12.5% 15.5% - 16.5% 12.0% 11.5% 12% - 13% 6.3% 6.2% 7.5%

EBITA / Interest Expense 6.5x 6.1x 7.5x - 8.5x 9.3x 8.5x 9x - 11x 3.3x 2.9x 4.3x

Debt / EBITDA 3.9x 4.4x 3.1x-3.5x 2.5x 2.6x 2.2x - 2.5x 4.0x 4.1x 3.1x

Retained Cash Flow / Net Debt 14.1% 10.0% 19%-21% 33.6% 26.2% 40% - 50% 24.0% 22.1% 22.5%

Free Cash Flow / Debt 1.4% -8.0% 3%-6% 9.0% 6.6% 12% - 14% -1.4% -5.2% 6.5%

$5.5-$5.8

Metso Outotec

Baa2/STA

Weir Group Plc (The)

Baa3/STA

SKF AB

Baa1/STA

Terex Corporation

B1/STA

12-18 months forward view

10%-11%

12x-14x

2.1x-2.4x

20%-30%

6%-9%

Sources: Moody's Financial Metrics™ and Moody’s Investors Service

7 8 October 2019 Metso Outotec: New issuer

MOODY'S INVESTORS SERVICE CORPORATES

Ratings

Exhibit 13Category Moody's RatingMETSO OUTOTEC

Outlook StableIssuer Rating Baa2

Source: Moody's Investors Service

8 8 October 2019 Metso Outotec: New issuer

MOODY'S INVESTORS SERVICE CORPORATES

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REPORT NUMBER 1196587

9 8 October 2019 Metso Outotec: New issuer

MOODY'S INVESTORS SERVICE CORPORATES

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454

10 8 October 2019 Metso Outotec: New issuer