Stock Exchange release February 4, 2009 02:00:00 PM CET

NOTICE TO THE ANNUAL GENERAL MEETING

Metso Corporation's company release on February 4, 2009 at 3.00 p.m.
 
 
Notice is given to the shareholders of Metso Corporation to the Annual General Meeting to be held on Tuesday March 31, 2009 at 3:00 PM at Helsinki Fair Centre, Messuaukio 1, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2:00 PM.
 
A.
Matters on the agenda of the Annual General Meeting
 
At the Annual General Meeting, the following matters will be considered
 
1.                   Opening of the meeting
 
2.                   Calling the meeting to order
 
3.                   Election of persons to confirm the minutes and to supervise the counting of votes
 
4.                   Recording the legality of the meeting
 
5.                   Recording the attendance at the meeting and the list of votes
 
6.                   Presentation of the financial statements, the report of the Board of Directors and the     auditor's report for the year 2008
 
  •                      Review by the CEO
  •  
    7.                   Adoption of the financial statements and 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 0.70 per share be paid based on the adopted balance sheet for the financial year ended on December 31, 2008. The dividend will be paid to shareholders registered in the Company's shareholders' register maintained by the Finnish Central Securities Depository (Euroclear Finland Ltd) on the record date for dividend April 3, 2009. The dividend is paid on April 15, 2009.
     
    In addition the Board of Directors proposes that the Board of Directors be authorized to decide within its discretion, and when the economic situation of the Company favours it, on the payment of dividend addition to the dividend decided in the Annual General Meeting, however no more than EUR 0.68 per share. The Board of Directors shall make its decision no later than December 31, 2009. The dividend paid on the basis of the decision of the Board of Directors will be paid to the shareholders registered in the Company's shareholders' register maintained by the Finnish Central Securities Depository (Euroclear Finland Ltd) on the record date decided by the Board of Directors. The Board of Directors shall decide the record date for dividend and the date of payment of the dividend, which can at the earliest be the fifth banking day from the 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 the members of the Board of Directors
     
    The Nomination Committee of the Annual General Meeting proposes that the Chairman of the Board of Directors is paid an annual fee of EUR 92,000, the Vice-Chairman an annual fee of EUR 56,000  and the members of the Board of Directors each an annual fee of EUR 45,000. Additional compensation of EUR 600  shall be paid for the meetings attended including the meetings of the committees of the Board of Directors and travel expenses and daily allowance shall be paid according to Company's Travel Policy.
     
    11.                 Resolution on the number of members of the Board of Directors
     
    The Nomination Committee of the Annual General Meeting proposes that the number of members of the Board of Directors be confirmed to seven (7).
     
    12.                 Election of members of the Board of Directors
     
    The Nomination Committee of the Annual General Meeting proposes that from the current Board members Maija-Liisa Friman, Christer Gardell, Arto Honkaniemi, Yrjö Neuvo, Jaakko Rauramo and Jukka Viinanen be re-elected for the term until the close of the Annual General Meeting in 2010. Jukka Viinanen is proposed to be elected as Chairman of the Board of Directors and Jaakko Rauramo as Vice Chairman. It is also proposed that Ms. Pia Rudengren shall be elected as a new member of the Board of Directors for the same term.
     
    The new proposed Board member Pia Rudengren is a Board professional and presently the Chairman of the Board of Directors of Q-MED AB, a publicly listed Swedish biotechnology and medical device company, and the Board member of Tikkurila Oy, Biophausia AB, Varyag Resources AB, WeMind Digital Psykologi AB, Duni AB and Social Initiative AB. Pia Rudengren holds M.Sc. degree in Business Administration and Economics from the Stockholm School of Economics (1990). From 1990 on Pia Rudengren has held a variety of positions at Investor AB, ultimately serving as Chief Financial Officer and member of the management group during the period from 1998 to 2001. From 2001 to 2005 she was Executive Vice President of W Capital Management AB.
     
    Personal information and positions of trust of the nominees for the Board of Directors are presented on the website of Metso Corporation (www.metso.com). All nominees have given their consent for the position.
     
    13.                 Resolution on the remuneration of the auditor
     
    The Audit Committee of the Board of Directors proposes that the auditor's fee is paid against an invoice in accordance with the purchase principles approved by the Audit Committee.
     
    14.                 Election of auditor
     
    The Audit Committee of the Board of Directors proposes that PricewaterhouseCoopers Oy, Authorized Public Accountants,  be  re-elected as the Company's auditors. PricewaterhouseCoopers Oy has designated Johan Kronberg, APA, as auditor with principle responsibility.
     
    15.                 Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
     
    The Board of Directors proposes that the Annual General Meeting would resolve on authorizing the Board of Directors to decide on the repurchase of a maximum of 10,000,000  of Company's own shares.
     
    Own shares shall be repurchased in proportion other than that of holdings of the shareholders using the non-restricted equity and acquired through public trading on the NASDAQ OMX Helsinki Ltd ("Helsinki Stock Exchange") at the share price prevailing at the time of acquisition.
     
    The shares shall be repurchased in order to develop the capital structure of the Company or to finance or carry out future acquisitions, investments or other arrangements related to the Company's business or as part of the Company's incentive program.
     
    Own shares acquired to the Company may be held, cancelled or conveyed. The authorization shall include also the right to take the Company's own shares as pledge to secure the potential receivables of the Company. The Board of Directors shall decide on other matters related to the repurchase of the Company's own shares.
     
    The repurchase authorization is valid until June 30, 2010, and it revokes the repurchase authorization given by the Annual General Meeting on April 2, 2008. 
     
    16.                 Authorizing the Board of Directors to decide on the issuance of shares as well as  the    issuance of special rights
     
    The Board of Directors proposes that the Annual General Meeting would resolve on authorizing the Board of Directors to decide on the issuing of new shares and the conveying of own shares held by the Company and to grant special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, on the following conditions:
     
    By virtue of the authorization, the Board is entitled to decide on the issuing of a maximum of 15,000,000 new shares and on the conveying of a maximum 10,000,000 own shares held by the Company. 
     
    Additionally, the Board is authorized to grant special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive, against payment, new shares of the Company or the Company's own shares held by the Company in such a manner that the subscription price is paid by using the subscriber's receivables to offset the subscription price ("Convertible bonds"). The maximum number of shares to be issued is 15,000,000 whereby this maximum number is included in the maximum number of shares noted in the previous paragraph. 
     
    The new shares may be issued and the own shares held by the Company conveyed either against payment or for free.
     
    The Board of Directors may decide on a free share issue also to the Company itself. The number of shares to be issued to the Company shall not exceed 10,000,000  including the number of own shares acquired by the Company by virtue of the authorization to repurchase the Company's own shares.
     
    The new shares and the own shares held by the Company may be issued to the Company's shareholders in proportion to their present holding; or by means of a directed issue, waiving the pre-emptive subscription rights of the shareholders, if there is a weighty financial reason for the Company to do so, such as to develop the capital structure of the Company or to finance or carry out future acquisitions, investments or other arrangements related to the Company's business or as part of the Company's incentive program. The directed issue can be for free only if there is an especially weighty financial reason for the Company to do so, taking the interests of all shareholders into account.
     
    The subscription price of new shares issued shall be recorded in the invested unrestricted equity fund. The consideration paid for the conveyance of the Company's own shares shall be recorded in the invested unrestricted equity fund.
     
    The Board of Directors shall decide on other matters related to the share issues.
     
    The share issue authorization is valid until April 30, 2012, and it revokes the share issue authorization given by the Annual General Meeting on April 2, 2008.
     
    17.                 The Shareholder Solidium Oy's proposal to establish a Nomination Committee
     
    The shareholder Solidium Oy proposes that
     
    1.                     The Annual General Meeting resolves to establish a Nomination Committee to prepare proposals for the following Annual General Meeting concerning the composition of the Board of Directors and Board remuneration.
     
    2.                     Representatives of the four biggest shareholders are elected to the Nomination Committee and the Committee additionally comprises as expert members the Chairman of the Board of Directors as well as one member who is appointed by the Board of Directors from among its members  who is independent of significant shareholders.
     
                                                The right to appoint members representing shareholders is held by the four shareholders who on November 2 prior to the Annual General Meeting hold the biggest part of all votes in the Company. Should a shareholder choose not to use his right to appoint, the right to appoint is transferred to the next biggest shareholder. The biggest shareholders are determined on the basis of the ownership information registered in the book-entry system. However, the holdings of a shareholder who, according to the Finnish Securities Markets Act is obliged to report certain changes in holdings (shareholder with a disclosure obligation), e.g. holdings spread over several funds, are added together if the shareholder notifies the Company's Board of Directors in writing of such demand by October 30, 2009 at the latest.
     
    3.                   The Nomination Committee is convened by the Chairman of the Board of   Directors, and the Committee elects a chairman from among its members.
     
    4.                   The Nomination Committee shall present its proposal to the Company's Board of Directors no later than February 1 prior to the Annual General Meeting.
     
     
    18.                 Closing of the meeting
     
     
    B.
    Documents of the Annual General Meeting
     
    The proposals of the Board of Directors and its Audit Committee and the Nomination Committee of the Annual General Meeting as well as this notice are available on Metso Corporation's website at www.metso.com. The annual report of Metso Corporation, including the Company's financial statements, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website no later than March 9, 2009. The proposals of the Board of Directors and the financial statements are also available at the Annual General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from April 14, 2009.
     
     
    C.
    Instructions for the participants in the Annual General Meeting
     
    1.                   The right to participate and registration
     
    Each shareholder, who is registered on March 20, 2009 in the shareholders' register of the Company held by Finnish Central Securities Depository (Euroclear Finland Ltd), has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the Company.
     
    A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting no later than March 25, 2009 by giving a prior notice of participation to the Company. The first date of registration shall be February 27, 2009 and the notice can be given:
     
    a)                   on the Company's website www.metso.com;
    b)                   by telephone +358 10 80 8300;
    c)                   by telefax +358 20 484 3125, or
    d)                   by regular mail to the address Metso Corporation, Soili Johansson, PO Box 1220, FIN-00101 Helsinki, Finland
     
    In connection with the registration, a shareholder shall notify his/her name, personal identification number / company identification number, address, telephone number and the name of a possible assistant, authorized representative or statutory representative. The personal data given to Metso Corporation is used only in connection with the Annual General Meeting and with the processing of related registrations.
     
    Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
     
    2.                   Proxy representative and powers of attorney
     
    A shareholder may participate in the Annual General Meeting by way of proxy representation.
     
    A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.
     
    Possible proxy documents should be delivered in originals to Metso Corporation, Soili Johansson, PO Box 1220, FIN-00101 Helsinki, Finland before the last date for registration.
     
    3.                   Holders of nominee registered shares
     
    A holder of nominee registered shares, who wants to participate in the Annual General Meeting, must be entered into the shareholders' register of the Company on March 20, 2009, the record date of the meeting.
     
    A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank.
     
    4.                   The total number of shares in Metso Corporation on the date of the notice to the Annual Genaral Meeting
     
    On this date of this notice to the Annual General Meeting February 4, 2009, the total number of shares and votes in Metso Corporation is 141,754,614. From this amount 60,841 are Company's own shares held by the Company and which have no voting right.
     
     
    Helsinki, February 4, 2009
     
     
    METSO CORPORATION
     
    THE 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 over 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
    Johanna Sintonen, Vice President, Investor Relations, Metso Corporation, tel. +358 20 484 3253
     
     
    Metso Corporation
     
    Olli Vaartimo
    Executive Vice President and CFO
     
    Kati Renvall
    Vice President, Corporate Communications
     
    Distribution:
    NASDAQ OMX Helsinki Ltd
    Media
    www.metso.com