METSO'S BOARD OF DIRECTORS' PROPOSALS TO THE ANNUAL GENERAL MEETING
Metso Corporation's Board of Directors has decided to propose to the Annual General Meeting, planned to take place on March 29, 2000, that the following items be placed on the agenda:
Restating the par value of the shares and share capital in euros and raising of the share capital by funds transfer
Metso Corporation's Board proposes to the Annual General Meeting that the Corporation's share capital and the par value of the shares be restated in euros and that the share capital be raised from 2,461,108.90 euros to 230,889,367.50 euros by transferring an amount equal to the amount of the increase from the additional paid-in capital to the share capital. No new shares will be issued in the funds transfer nor will the number of Metso shares be changed. After restating of the share capital in euros and the funds transfer the par value of each share will be 1.70 euros.
Amendments to sections 3, 4 and 6 of the Articles of Association
The Board proposes an amendment to section 3 of the Articles of Association to state the minimum capital and maximum capital in euros and an amendment to section 4 to change the par value of the shares to 1.70 euros and an amendment to section 6 to remove the references to the Chief Executive Officer.
After the amendments, sections 3, 4 and 6 will read as follows:
"§ 3 Minimum capital and maximum capital
The Corporation's minimum capital is one hundred and seventy million (170,000,000) euros and its maximum capital is six hundred and eighty million (680,000,000) euros, within which limits the share capital may be increased or reduced without amending the Corporation's Articles of Association.
§ 4 The shares
The number of shares in the Corporation is no less than 100,000,000 shares and no more than 400,000,000 shares. The par value of each share is one euro (EUR 1) and seventy cents (70 c).
§ 6 Board of Directors and President
The Corporation has a Board of Directors, a President and one or several Executive Vice Presidents, if required.
The Board of Directors has no less than five (5) and no more than eight (8) members. The term of office of a member of the Board of Directors expires at the close of the first annual general meeting of shareholders following the election.
The general meeting of shareholders elects the chairman, vice chairman and other members of the Board of Directors.
The Board of Directors elects the Corporation's President.
The Board of Directors meets when a meeting is convened by the chairman or, if he/she is prevented, the vice chairman. The Board of Directors constitutes a quorum when more than half its members are present and one of them is the chairman or the vice chairman.
The Board's decision shall be that opinion which is supported by more than one-half of the members present or, if the votes are equal, the opinion with which the chairman of the meeting agrees."
Decrease of share capital by canceling company shares
Metso's Board of Directors proposes that the share capital of the Corporation be decreased by 850,000 euros by canceling 500,000 of the Corporation's own shares. The aggregate par value of the shares to be canceled, 850,000 euros, will be transferred from share capital to the additional paid-in capital. The Corporation's restricted funds will not be reduced as a consequence of the decrease in the share capital, as an amount equal to the decrease will be transferred to the additional paid-in capital. Since the share capital is decreased by canceling the Corporation's own shares, the cancellation will have no effect on the division of other shareholders' shares and voting rights.
Authorization of the Board to decide on acquiring the Corporation's own shares
Metso's Board of Directors proposes that the Board is authorized to decide on acquiring of the Corporation's own shares within one year following the shareholders' meeting with its distributable funds provided that the combined par value of the shares thus acquired corresponds to no more than 5 % of the Corporation's total share capital at the moment of acquisition. The authorization also entitles the Board to decide on canceling the acquired shares by reducing the share capital.
The authorization entitles the Board to acquire the Corporation's own shares for use as payment in possible future corporate acquisitions or in financing investments. According to the authorization, the shares are to be acquired through public trading on the Helsinki Exchanges, at the share price prevailing on the day of acquisition. The acquisition price will be paid to the sellers within the payment period stipulated by the rules of the Helsinki Exchanges and the Finnish Central Securities Depository Ltd.
Since the maximum amount of the shares to be repurchased is 5 percent of the total amount of the shares and voting rights of the Corporation and as the Corporation has only one series of shares, the repurchase of the shares will have no impact on the division of the ownership of shares and the voting rights of the Corporation.
In addition, the Board proposes that the authorization given to the Board in the Extraordinary Shareholders' Meeting on August 18, 1999 to acquire Corporation's own shares, be cancelled.
Authorization of the Board to decide on surrendering the Corporation's own shares
Metso Corporation's Board proposes that it be authorized within one year following the shareholders' meeting to decide on surrendering the Corporation's own shares acquired by the Corporation. The authorization will cover the surrender of all shares acquired on the basis of the acquisition authorization given to the Board.
The authorization will entitle the Board to decide to whom and in which order the Corporation's own shares are surrendered. The Board may surrender the Corporation's own shares for use as payment in possible future corporate acquisitions or in financing investments.
In addition, the Board proposes that the authorization given to the Board in the Extraordinary Shareholders' Meeting on August 18, 1999, to surrender its own shares be cancelled.
Authorization of the Board to decide on raising of the share capital by a subscription issue, a convertible bonds issue and/or an issue of options
The Board proposes that it be authorized within one year following the shareholders' meeting to decide on raising the share capital by one or several subscription issues, by one or several convertible bond issues, and/or by the issue of share options, provided that in the subscription issue or convertible bonds issue or issue of options at most 25,000,000 new shares of the Corporation with a par value of one euro (EUR 1) and seventy cents (70 c) may be subscribed, and that the Corporation's share capital may be raised by no more than EUR 42,500,000.
The authorization entitles the Board to deviate from shareholders' pre-emptive rights to subscribe for new shares, convertible bonds or options, and to decide on the subscription prices and the other terms and conditions of subscription, and the terms and conditions of the convertible bonds or options. The shareholders' pre-emptive rights to subscribe can be deviated from provided that the Corporation has substantial financial grounds for doing so, such as financing corporate acquisitions, enabling joint operation arrangements or other development of the Corporation's business operations. The Board may not deviate from the pre-emptive subscription rights for the benefit of a person belonging to the inner circle of the Corporation. When the share capital is raised by a subscription issue, the Board will be entitled to decide that the shares can be subscribed in exchange for property in kind, or otherwise on certain conditions.