NOTICE OF ANNUAL GENERAL MEETING
The shareholders of Metso Corporation are invited to attend the Annual General Meeting scheduled at 12.00 on Wednesday, March 28, 2001. The meeting will be held in the Marina Congress Center at Katajanokanlaituri 6, 00160 Helsinki.
The following matters will be on the agenda:
1. The matters referred to in Article 11 of the Articles of Association
2. Board of Directors’ proposal to amend article 10 of the Articles of Association
Amendments to be made to article 10 of the Articles of Association to state that the last date to give a prior notice to attend a General Meeting be no more than ten days prior to a General Meeting and that the notice convening the General Meeting must be delivered to the shareholders no more than two (2) months and no less than seventeen (17) days before the meeting.
3. Board of Directors’ proposal to authorize the Board to repurchase
the Corporation’s own shares
The Board of Directors to be authorized to decide to repurchase the Corporation’s own shares within one year of the shareholders’ meeting using funds available for distribution of profits, provided that the combined par value of the shares thus acquired corresponds to no more than 5 percent of the Corporation’s total share capital at the moment of repurchasing. The Board of Directors may also propose the cancellation of the acquired shares by reducing the share capital.
The authorization entitles the Board to repurchase the Corporation’s own shares for use as consideration in connection with business acquisitions or in financing investments. According to the decision of the Board, the shares are to be acquired through public trading on the Helsinki Exchanges, at the share price prevailing on the day of acquisition. The purchase 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 material impact on the distribution of the ownership of shares and the voting rights of the Corporation.
It is proposed that the authorization given to the Board at the Annual Shareholders’ Meeting on March 29, 2000, to repurchase the Corporation’s own shares, be cancelled.
4. Board of Directors’ proposal to authorize the Board to resolve to transfer the Corporation’s own shares
The Board of Directors will be authorized, within one year of the shareholders’ meeting, to resolve to transfer the Corporation’s own shares acquired by the Corporation. The authorization will cover the transfer of all shares repurchased on the basis of the authorizations given to the Board.
The authorization will entitle the Board to resolve to whom and in which order the shares are transferred. The Board may transfer the shares for use as consideration in connection with business acquisitions or in financing investments.
It is proposed that the authorization given to the Board at the Annual Shareholders’ Meeting on March 29, 2000, to transfer its own shares, be cancelled.
5. Board of Directors’ proposal to grant stock options to key personnel of Metso Corporation and to a wholly-owned subsidiary of Metso Corporation
The number of stock options issued will be 1,000,000, of which 500,000 will be marked with the letter A and 500,000 with the letter B. The options give the right to subscribe to a maximum of 1,000,000 shares of Metso Corporation with a par value of EUR 1.70 each. The share subscription price shall be fifteen euros and sixty cents (EUR 15.60). The amount of the dividend distributed after March 1, 2001, but before the date of subscription for shares, shall be deducted from the share subscription price as per the dividend record date. The share subscription period for the stock options shall begin in stages, starting on April 1, 2001 for stock options A, on April 1, 2003 for stock options B, and shall end on April 30, 2005 for all stock options. It is proposed that the shareholders’ pre-emptive right to subscription be disapplied since the stock options are intended as part of the incentive program for the key personnel of the Metso Group.
6. Board of Directors’ proposal to authorize the Board to increase the share capital by issuing new shares, convertible bonds and/or stock options.
The Board proposes that it be authorized, within one year of the shareholders’ meeting, to resolve on increasing the share capital by issuing new shares, convertible bonds, and/or stock options in one or more issues. The increase of the share capital through issuance of new shares, subscription of shares pursuant to conversion of convertible bonds into shares and/or subscription of shares pursuant to stock options may amount to an aggregate maximum of 12,500,000 new shares with a par value of EUR 1.70 each and to a maximum aggregate increase of share capital of EUR 21,250,000.
The authorization entitles the Board to disapply shareholders’ pre-emptive rights to subscribe for new shares, convertible bonds or stock options, and to resolve on the subscription prices and the other terms and conditions of subscription, and the terms and conditions of the convertible bonds and/or stock options. The shareholders’ pre-emptive rights to subscribe can be disapplied provided that the Corporation has important financial grounds for doing so, such as financing or execution of business acquisitions, or other arrangements or other development of the Corporation’s business operations. The Board may not deviate from the shareholders' pre-emptive subscription rights for the benefit of a person belonging to the inner circle of the Corporation. The Board will also be entitled to resolve that the shares can be subscribed for in exchange for property in kind, or otherwise on certain conditions.
Documents on view
Copies of the financial statements and the proposals of the Board of Directors will be available for shareholders to view from Monday, March 19, 2001 at Metso Corporation's headquarters at Fabianinkatu 9 A, 00130 Helsinki. The annual report 2000 is also available on March 19, 2001 on the corporate web sites www.metso.com. Copies of the documents will be mailed to shareholders upon request.
Right to participate in the meeting
Shareholders who have been registered in the Corporation’s shareholder register maintained by the Finnish Central Securities Depository Ltd. on March 16, 2001 shall have the right to attend the meeting.
Notification of participation
Shareholders who wish to attend the meeting must notify the Corporation of their intention to participate no later than 4 pm, Friday March 23, 2001, either by mail to Metso Corporation, Soili Johansson, PO Box 1220, FIN-00101 Helsinki, Finland or by telephone at +358 (0)108-0-8300, or by fax at +358 (0)2048 43125 or by e-mail at the address email@example.com. Shareholders wishing to vote by proxy should submit their own forms of proxy to the company before the above deadline.
Distribution of dividend
The Board of Directors proposes to the shareholders’ meeting that a dividend of EUR 0.60 per share be paid for the financial year which ended on December 31, 2000. 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 2, 2001. The dividend will be paid on April 9, 2001.