THE ANNUAL GENERAL MEETING OF METSO CORPORATION: DECISIONS
The Annual General Meeting of Metso Corporation approved the accounts for 1999 as presented by the Board of Directors and voted to discharge the members of the Board of Directors and the President and CEO of Metso Corporation from liability for the 1999 financial period. In addition, the Annual General Meeting approved the proposals of the Board of Directors. These applied to the share capital, amendments to the Articles of Association, authorizations to acquire and dispose the Corporation’s own shares and to raise the share capital by issuing new shares, and the issue of options. The Annual General Meeting decided, as proposed by the Board, to distribute a dividend of EUR 0.40 per share.
Pertti Voutilainen, President of Merita Bank, was re-elected the Chairman of the Board at the Annual General Meeting. Mikko Kivimäki, President and CEO of Rautaruukki Corporation, was re-elected the Vice Chairman of the Board. Board members re-elected are Jaakko Rauramo, President of Sanoma-WSOY Oyj and Markku Tapio, Director General, Ministry of Trade and Industry. New Board members elected are Heikki Hakala, President and CEO of Metso Corporation; Juhani Kuusi, Senior Vice President, Head of Nokia Reasearch Center and Pentti Mäkinen, Valmet Corporation, as labor representative. The auditing company, Authorized Public Accountant SVH Pricewaterhouse Coopers was re-elected Auditor of the Corporation.
The Annual General Meeting decided to restate the share capital and nominal value of the shares in euros and to raise the share capital through a transfer of funds. The share capital will be raised by EUR 2,461,108.90 to EUR 230,889,367.50 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 the restating of the share capital in euros and the funds transfer the par value of each share will be EUR 1.70.
The Annual General Meeting also authorized the Board to restate the bonds with warrants and stock options in euros.
The Annual General Meeting decided to amend articles 3, 4 and 6 of the Articles of Association restating the minimum and maximum capital in euros, changing the par value of the shares to EUR 1.70, and removing the references to the Chief Executive Officer.
The Annual General Meeting decided to cancel 500,000 of the Corporation’s own shares and to decrease the share capital. The aggregate par value of the shares to be canceled, EUR 850,000, will be transferred from share capital to the additional paid-in capital.
The Corporations’ Board of Directors was authorized to acquire the Corporation’s own shares within one year of the shareholders’ meeting, provided that the combined par value of the shares thus acquired corresponds to no more than 5 percent of the Corporation’s total shares at the moment of acquisition. The Board of Directors may also propose the cancellation of 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. In addition the authorization given to the Board at the Extraordinary Shareholders’ Meeting held in August 1999 to acquire the Corporation’s own shares was canceled.
The Annual General Meeting authorized the Board of Directors to decide on disposal of the Corporation’s own shares acquired by the Corporation within one year of the shareholders’ meeting. The Board may dispose the Corporation’s own shares for use as payment in possible future corporate acquisitions or in financing investments. The authorization given to the Board at the Extraordinary Shareholders’ Meeting in August 1999 to dispose its own shares was canceled.
The Annual General Meeting also decided to issue options to key personnel of Metso Corporation and to a wholly owned subsidiary of Metso Corporation as part of the incentive program for key personnel. The purpose of the options is also to standardize the incentive programs of the Corporation in such a manner that the warrants and options transferred from Valmet Corporation and Rauma Corporation to Metso Corporation may be converted to the options now being issued.
The Annual General Meeting authorized the Board to decide on raising the share capital by issuing new shares, by issuing convertible bonds, and/or issuing share options within one year of the shareholders’ meeting, provided that in the subscription issue or convertible bonds issue or issue of options at most 12,500,000 new shares of the Corporation with a par value of EUR 1.70 may be subscribed, and that the Corporation’s share capital may be raised by no more than EUR 21,250,000. 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 Annual General Meeting decided that a dividend of EUR 0.40 per share will be paid on the financial year ended December 31, 1999. The dividend will be paid to shareholders who have been entered as shareholders in the Corporation’s shareholder register maintained by the Finnish Central Securities Depository Ltd. by the dividend record date, April 3, 2000. The dividend will be paid on April 10, 2000.
Clear increase in order intake early in the year
Good demand for the products of Metso's customer industries during the early part of the year has been reflected in the investment willingness of these industries, stated Heikki Hakala, President and CEO of Metso Corporation, in his speech at the Annual General Meeting today.
"This has positively affected Metso Corporation's order intake in January-February. The amount of new orders increased by more than 50 per cent compared with the corresponding period last year. The number of orders gained by the Fiber and paper technology business area have doubled from January-February last year. The Machinery business area has also received a distinct increase in orders than during the corresponding time last year. The positive development will not yet, however, essentially affect the January-March result."