Investors

• Operating environment
• Metso share
• Metso ADR
• Shareholders
• Credit facilities
• Governance
• Annual General Meeting
• Nomination Board
• Board of Directors
• Management structure
• Incentive systems
• Risk management
• Internal audit
• Insiders
• Auditors
• Articles of association
• Corporate governance in 2012
• Financials
• Reports and presentations
• Financial calendar
• Investor contacts
• FAQs

Annual General Meeting

The Annual General Meeting is the supreme decision-making body of Metso. The Annual General Meeting of Shareholders is held once a year before the end of June. It decides on the matters stipulated in the Finnish Companies Act and the Articles of Association. Such issues include:

• Adoption of the financial statements
• Use of the profit shown on the balance sheet
• Election of the Chairman, Vice Chairman and members of the Board and the decision on their remuneration
• Discharging from liability the members of the Board and the CEO
• Election of the Auditor and the decision on compensation
• Proposals made by the Board or a shareholder (e.g. amendments of the Articles of Association, the repurchase the company’s own shares, share issue, giving special authorizations).

Every holder of Metso shares has the right to participate in the Annual General Meeting, and each share entitles its holder to one vote. Decisions are primarily made by a simple majority of votes, such as decisions on the approving the financial statements, payment of dividends, election of Board members and auditors and their remuneration, and discharging from liability the members of the Board and the President and CEO. A 2/3 qualified majority is required for some decisions: authorizing the Board to issue shares or to repurchase the company’s own shares or amending the company’s Articles of Association.

Participation in the Annual General Meeting requires that the shareholder is registered in Metso’s shareholder register on the record date of the meeting, which is eight business days before the meeting, and that he/she registers for the meeting by the date mentioned in the meeting notice. The holder of a nominee-registered share may be entered temporarily in the shareholder register for participation in the Annual General Meeting, if the shareholder based on his/her holding has the right to be registered in the shareholder register on the record date. In addition, participation requires advance notice of participation at the latest by the date mentioned in the meeting notice.

Shareholders are entitled to have an issue put on the Annual General Meeting’s agenda, provided that the issue requires a decision by the Annual General Meeting according to the Finnish Companies Act. The request must be submitted in writing to the Board early enough so that the issue can be included in the meeting notice. On our website we will announce the date by which the shareholder must notify the Board of an issue to be added to the Annual General Meeting agenda. Regarding the Annual General Meeting of 2013, shareholders were entitled to submit the request addressed to the Board at the latest by January 25, 2013. The request is always deemed submitted early enough if the Board has been notified about it at least four weeks prior to the delivery of the meeting notice.

Last updated May 08, 2013