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Stock exchange release

Published 2012-02-09 10:20 +3005 GMT
Juha Rouhiainen 

Invitation to the Annual General Meeting

Metso Corporation’s stock exchange release on February 09, 2012 at 14:30 p.m. local time

Shareholders of Metso Corporation are hereby invited to the Annual General Meeting to be held on Thursday, March 29, 2012 at 3.00 p.m. at the Helsinki Exhibition & Convention Centre at Messuaukio 1, 00520 Helsinki, Finland. Reception of registrants and the distribution of voting tickets will commence at 2.00 p.m.

A. Matters on the agenda of the General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s report for 2011
- Review by the CEO
7. Adoption of the Financial Statements and the Consolidated Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes that a dividend of EUR 1.70 per share be paid based on the balance sheet to be adopted for the financial year which ended December 31, 2011 and the remaining part of the profit be retained and carried further in the Company’s unrestricted equity.

The dividend shall be paid to shareholders who on the dividend record date April 3, 2012 are registered in the Company’s shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on April 12, 2012. All the shares in the Company are entitled to a dividend with the exception of own shares held by the Company on the dividend record date.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Resolution on the remuneration of members of the Board of Directors

The Nomination Board of the General Meeting proposes to the General Meeting that the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting of 2013 be paid the following annual remuneration: to the Chairman of the Board of Directors EUR 100,000; to the Vice-Chairman of the Board of Directors and the Chairman of the Audit Committee EUR 60,000; and to the other members of the Board of Directors EUR 48,000 each. The Nomination Board furthermore proposes that for each meeting of the Board of Directors or the committees of the Board of Directors a fee of EUR 700 is paid to the members of the Board that reside in the Nordic countries, a fee of EUR 1,400 is paid to the members of the Board that reside in other European countries and a fee of EUR 2,800 is paid to the members of the Board that reside outside Europe. The Nomination Board of the General Meeting proposes that as a condition for the annual remuneration the members of the Board of Directors are obliged, directly based on the General Meeting’s decision, to use 40% of the fixed annual remuneration for purchasing Metso Corporation shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of the interim review for the period January 1, 2012 to March 21, 2012.

11. Resolution on the number of members of the Board of Directors

The Nomination Board of the General Meeting proposes that the number of members of the Board of Directors shall be seven.

12. Election of members of the Board of Directors

The Nomination Board of the General Meeting proposes that the following individuals be re-elected members of the Board of Directors: Mr. Jukka Viinanen, Mr. Mikael von Frenckell, Mr. Christer Gardell, Mr. Ozey K. Horton, Jr., Mr. Erkki Pehu-Lehtonen, and Ms. Pia Rudengren. The Nomination Board of the General Meeting further proposes that Ms. Eeva Sipilä be elected as a new member of the Board of Directors. The Nomination Board of the General Meeting proposes that Jukka Viinanen be elected as Chairman of the Board of Directors and Mikael von Frenckell as Vice-Chairman of the Board of Directors. According to Section 4 of the Articles of Association the term of office of a member of the Board of Directors expires at the end of the first Annual General Meeting following the election.

Eeva Sipilä, M.Sc. (Econ), CEFA, b. 1973, has served as the Chief Financial Officer (CFO) of Cargotec Corporation since 2008. She has been a Board member of Basware Corporation since 2010. Eeva Sipilä has worked for Cargotec since 2005, prior to her current role she was Senior Vice President, Investor Relations and Communications during 2005-2008. During 2002-2005 she worked for Metso Corporation as Vice President, Investor Relations. Before Metso, Eeva Sipilä worked as an equity analyst at Mandatum Stockbrokers, Sampo-Leonia and Leonia Bank during 1999-2002. During 1997-1998 she worked as an associate consultant at Arkwright AB in Sweden.

Personal information and positions of trust of the proposed individuals is available on Metso’s website (www.metso.com). The candidates have given their consent to the appointments.

In addition the Nomination Board of the General Meeting notes that also during the commencing term of office a personnel representative will participate as an invited expert in meetings of the Board of Directors within the limitations imposed by the Finnish Act on Personnel Representation in the Administration of Undertakings.

13. Resolution on the remuneration of the Auditor

Based on the proposal of the Audit Committee the Board of Directors proposes that the remuneration to the Auditor be paid against the Auditor’s invoice and according to the principles approved by the Audit Committee.

14. Election of the Auditor

Based on the proposal of the Audit Committee the Board of Directors proposes that Ernst & Young Oy, authorized public accountants, be elected Auditor of the Company. Ernst & Young has notified that Roger Rejström, APA, would act as responsible auditor.

15. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares as follows.

The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 per cent of all shares in the Company. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the market.

Own shares may be repurchased and/or accepted as pledge in order to develop the Company’s capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of the Company’s incentive schemes.

The repurchased shares may be held for reissue, canceled or transferred further.

The Board of Directors decides on all other matters related to the repurchase and/or acceptance as pledge of own shares. The authorization is effective until June 30, 2013 and it cancels the authorization given to the Board of Directors by the General Meeting on March 30, 2011 to decide on the repurchase of the Company's own shares.

16. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of new shares, transfer of the Company’s own shares and the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows. The amount of new shares which may be issued shall not exceed 15,000,000 shares, which corresponds to approximately 10 per cent of all shares in the Company. The amount of the Company’s own shares which may be transferred shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 per cent of all shares in the Company.

The Board of Directors is furthermore authorized to issue special rights referred to in Chapter 10 Section 1 of the Companies Act for the holder to receive new shares or the Company’s own shares against payment so that the subscription price of the shares is to be set off against a receivable of the subscriber (“Convertible Bond”). The amount of shares which may be issued or transferred based on the special rights shall not exceed 15,000,000 shares, which corresponds to approximately 10 per cent of all shares in the Company. This aggregate number of shares is included in the aggregate numbers of shares mentioned in the previous paragraph.

The new shares may be issued and the Company’s own shares may be transferred against payment or without payment.

The Board of Directors is also authorized to decide on a share issue to the Company itself without payment. The amount of shares which may be issued to the Company combined with the amount of shares to be repurchased based on authorization shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 per cent of all shares in the Company.

The new shares and the special rights referred to in Chapter 10 Section 1 of the Companies Act may be issued and the Company’s own shares transferred to the shareholders in proportion to their current shareholdings in the Company. The new shares and the special rights referred to in Chapter 10 Section 1 of the Companies Act may also be issued and the Company’s own shares transferred in deviation from the shareholders' pre-emptive rights by way of a directed issue if there is a weighty financial reason for the Company to do so. The deviation from the shareholders' pre-emptive rights may be carried out for example in order to develop the Company’s capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares for incentive schemes. A directed share issue may be executed without payment only if there is an especially weighty financial reason for the Company to do so, taking the interests of all shareholders into account.

The Board of Directors decides on all other matters related to the issuance of shares and special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act.

The authorization is effective until April 30, 2015, and it cancels the authorization given by the General Meeting on March 30, 2011.

17. Amendment of the Articles of Association

The Board of Directors proposes that Section 8 of the Company’s Articles of Association, which concerns the notice to a General Meeting, be amended to read as follows:

“8 § Notice to convene a meeting

The notice to convene a General Meeting of shareholders must be delivered to the shareholders by publishing the notice on the Company’s website or by a newspaper announcement which is published in one or more widely circulated newspapers chosen by the Board of Directors or otherwise in a verifiable way no more than three (3) months and no less than three weeks before the meeting, and in any case at least nine days before the General Meeting record date referred to in Chapter 4, Section 2.2 of the Companies Act.

In order to take part in a General Meeting a shareholder must register with the Company at the latest on the date mentioned in the notice, which may not be earlier than ten (10) days before the General Meeting.”

The Board of Directors further proposes that Section 10 of the Articles of Association, which concerns the obligation to redeem shares, be removed from the Articles of Association.

18. Shareholder Solidium Oy’s proposal to appoint a Nomination Board

Shareholder Solidium Oy proposes the establishment of a Nomination Board comprising of shareholders or representatives of shareholders. With respect to the matter, Solidium Oy proposes that:

1. The General Meeting resolves to establish a Nomination Board comprising of shareholders or representatives of shareholders to prepare proposals for the following Annual General Meeting concerning the election and remuneration of the members of the Board of Directors.

2. The tasks of the Nomination Board are
a. to prepare the proposal for the General Meeting concerning the members of the Board of Directors;
b. to prepare the proposal for the General Meeting concerning the remuneration issues of the members of the Board of Directors;
c. to seek successor candidates for the members of the Board of Directors; and
d. to introduce the proposals for the General Meeting concerning the members of the Board of Directors and their remuneration issues.

3. The four largest shareholders or their representatives are elected to the Nomination Board and the Board additionally includes the Chairman of the Board of Directors as an expert member. The right to appoint members representing shareholders belongs to the four shareholders registered on October 1, 2012 in the shareholders’ register of the Company held by Euroclear Finland Ltd who, according to the register, hold the largest share of all votes in the Company. Should a shareholder, who according to the Finnish Securities Markets Act is obliged to report certain changes in holdings (shareholder with a flagging obligation), notify the Company’s Board of Directors in writing of such demand at the latest on September 28, 2012, such shareholder’s holdings in several funds or registers are added together when counting the share of votes. Should a shareholder choose not to use his right to appoint, the right to appoint is transferred to the next largest shareholder according to the shareholders’ register who otherwise would not have the right to appoint.

4. The Nomination Board is convened by the Chairman of the Board of Directors, and the Board elects a chairman from among its members.

5. The Nomination Board shall submit its proposals to the Board of Directors no later than on 1 February prior to the Annual General Meeting.

19. Closing of the meeting

B. Documents of the General Meeting

The proposals for decisions on the matters on the agenda of the General Meeting as well as this notice are available on Metso Corporation’s website at the address www.metso.com. The Annual Report of Metso Corporation including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor’s report are available on the above-mentioned website no later than March 8, 2012. The proposals for decisions and the Financial Statements and Consolidated Financial Statements are also available at the General Meeting and copies of said documents and of this notice will be delivered to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website from April 12, 2012 at the latest.

C. Instructions for the participants in the General Meeting

1. The right to participate in the General Meeting and registration

Each shareholder, who is registered on March 19, 2012 in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.

A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting, has to register for the meeting no later than on March 23, 2012 by giving a prior notice of participation. Such notice can be given:

a) at the address www.metso.com/agm;

b) by telephone at the number +358 10 808 300 (on weekdays between 8.00 a.m. and 6.00 p.m.);

c) by telefax at the number +358 20 484 3125; or

d) by sending a written notification to the address Metso Corporation, Ritva Tyventö-Saari, POB 1220, 00101 Helsinki Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or statutory representative. The personal data given to Metso Corporation by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

2. Holders of nominee registered shares

A holder of nominee registered shares who wants to participate in the General Meeting has to notify his/her registration into the temporary shareholders’ register at the latest on March 26, 2012 at 10.00 a.m. A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the General Meeting record date March 19, 2012 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd.

A holder of nominee registered shares is advised to request the necessary instructions regarding the registration in the temporary shareholders’ register, the issuing of proxy documents and participation in the General Meeting from his/her custodian bank.

The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.

When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares held at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be delivered in originals to the address Metso Corporation, Ritva Tyventö-Saari, POB 1220, 00101 Helsinki, Finland, before the last date for registration.

4. The total number of shares in Metso Corporation on the date of this notice

On the date of this notice February 9, 2012, the total number of shares and votes in Metso Corporation is 150,348,256, which includes 719,060 own shares held by the Company. Such own shares held by the Company do not have voting rights.

Helsinki, February 9, 2012

METSO CORPORATION
Board of Directors

Metso is a global supplier of sustainable technology and services for mining, construction, power generation, automation, recycling and the pulp and paper industries. We have about 29,000 employees in more than 50 countries. www.metso.com

Further information for investors, please contact:
Aleksanteri Lebedeff, Senior Vice President, General Counsel, tel. +358 20 484 3240

Metso Corporation

Harri Nikunen
CFO

Juha Rouhiainen
VP, Investor Relations

Distribution:
NASDAQ OMX Helsinki Ltd
Media
www.metso.com