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Base Prospectus BASE PROSPECTUS Metso Outotec Corporation (incorporated with limited liability in the Republic of Finland) EUR 2,000,000,000 Euro Medium Term Note Programme (Notes issued under the Programme will have a minimum denomination of EUR 100,000 (or its equivalent in another currency)) This base prospectus (the “Base Prospectus”) has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the “CSSF”), as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) for the purpose of giving information with regard to the issue of notes (“Notes”) issued under this EUR 2,000,000,000 Euro Medium Term Note Programme (the “Programme”) described in this Base Prospectus during the period of twelve months after the date hereof. The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or of the quality of any Notes that are subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. The CSSF gives no undertaking as to the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of Metso Outotec Corporation (the “Issuer”, and together with its consolidated subsidiaries, “Metso Outotec” or the “Group”). Application has been made for Notes (other than Non PR Notes (as defined herein)) issued under the Programme during the period of twelve months after the date hereof to be admitted to listing on the official list and to trading on the Bourse de Luxembourg, the regulated market of the Luxembourg Stock Exchange (the “Regulated Market”), which is a regulated market for the purposes of the Directive on Markets in Financial Instruments Directive 2014/65/EU, as amended (“MiFID II”). Non PR Notes may be unlisted and/or may be admitted to listing, trading and/or quotation on a market, stock exchange and/or quotation system as may be agreed between the Issuer and the relevant Dealer(s) (in circumstances where the provisions of the Prospectus Regulation do not apply). This Base Prospectus comprises a base prospectus for the purposes of Article 8 of the Prospectus Regulation. Interest payable under the Notes may be calculated by reference to one of LIBOR and EURIBOR as specified in the relevant Final Terms, Pricing Supplement or Drawdown Prospectus. As at the date of this Base Prospectus, the administrators of LIBOR and EURIBOR are included in the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority (“ESMA”) under Article 36 of the Regulation (EU) No. 2016/1011 (the “Benchmarks Regulation”). The registration status of any administrator under the Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update the Final Terms, Pricing Supplement or Drawdown Prospectus to reflect any change in the registration status of the administrator. Investing in Notes issued under the Programme involves certain risks. Factors which could be material for the purposes of assessing the risks associated with the Notes issued under the Programme are set out under “Risk Factors”. Arranger Citigroup Dealers BBVA BNP PARIBAS Citigroup Commerzbank HSBC Nordea OP Corporate Bank plc SEB Standard Chartered Bank The date of this Base Prospectus is 13 November 2020 IMPORTANT NOTICES Under this EUR 2,000,000,000 Euro Medium Term Note Programme, the Issuer may from time to time issue Notes denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). No Notes may be issued under the Programme which have a minimum denomination of less than EUR 100,000 (or its equivalent in another currency). Subject thereto, Notes will be issued in such denominations as may be specified in the relevant Final Terms (as defined below), subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. Final Terms, Pricing Supplement or Drawdown Prospectus Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under “Terms and Conditions of the Notes” (the “Conditions”) as completed by a document specific to such Tranche called final terms (the “Final Terms”) or, in the case of Non PR Notes (as defined below), a Pricing Supplement (as defined below) or in a separate prospectus specific to such Tranche (the “Drawdown Prospectus”). The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed EUR 2,000,000,000 (and, for this purpose, any Notes denominated in another currency shall be translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the provisions of the Dealer Agreement (as defined under “Subscription and Sale”)). The maximum aggregate principal amount of Notes which may be outstanding at any one time under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “General Description of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together, the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the “Relevant Dealer” shall, in relation to an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all the Dealers agreeing to subscribe for such Notes, or in the case of a syndicated issue of Notes, the lead manager of such issue, as the case may be. The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be listed on the official list and to trading on the Regulated Market) a supplement to the base prospectus, if appropriate, or Drawdown Prospectus, as the case may be, will be made available which will describe the effect of the agreement reached in relation to such Notes. In the case of Non PR Notes (as defined below), the relevant provisions relating to such Non PR Notes will be included in the applicable Pricing Supplement. The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market for the purposes of MiFID II in the European Economic Area (the “EEA”) and the United Kingdom (the “UK”) and/or offered to the public in the EEA or in the UK other than in circumstances where an exemption is available under Article 1(4) and/or Article 3(2) of the Prospectus Regulation. References in this Base Prospectus to “Non PR Notes” are to Notes for which no prospectus is required to be published under the Prospectus Regulation. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with Non PR Notes. Other Relevant Information This Base Prospectus must be read and construed together with any supplements hereto and with any other information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms or, in the case of Non PR Notes, a pricing supplement (“Pricing Supplement”) or a Drawdown Prospectus should be read and construed together with the relevant Final Terms, Pricing Supplement or Drawdown Prospectus. In the case of a Tranche of Notes which is the subject of a Pricing Supplement or a Drawdown Prospectus, each reference in this Base Prospectus to: (1) information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Pricing Supplement or Drawdown Prospectus and (2) information being completed by the relevant Final Terms shall be read and construed as a reference to such information being completed, supplemented, amended and/or replaced by the relevant Pricing Supplement or Drawdown Prospectus, unless in each case the context requires otherwise. The Issuer has confirmed to the Dealers named under “Subscription and Sale” that this Base Prospectus (including, for this purpose, each relevant Final Terms) contains all information which is (in the context of the Programme and the issue, offering and sale of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme and the issue, offering and (i) sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. Other than in relation to the documents which are deemed to be incorporated by reference (see “Documents Incorporated by Reference” below), the information on the websites to which this Base Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved by the CSSF. Unauthorised Information No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or any Dealer.
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