Invitation to an Extraordinary General Meeting
Metso Corporation's stock exchange release on September 12, 2012 at 9.30 a.m. local time
The shareholders of Metso Corporation are hereby invited to an Extraordinary General Meeting to be held on Friday, October 12, 2012 at 10.00 a.m. at Scandic Marina Congress Center, address: Katajanokanlaituri 6, FI-00160 Helsinki, Finland. The reception of registered participants and the distribution of voting tickets will commence at 9.00 a.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. Resolution on the payment of extra dividend
The Board of Directors proposes that an extra dividend of EUR 0.5 per share be paid based on the balance sheet adopted for the financial year which ended December 31, 2011 in addition to the dividend of EUR 1.70 per share already paid in accordance with the resolution of the Annual General Meeting held on March 29, 2012. The Board of Directors notes that the sound financial standing of the Company enables the Company to pay the extra dividend.
The dividend shall be paid to shareholders who on the dividend record date October 17, 2012 are registered in the Company's shareholders' register held by Euroclear Finland Ltd. The dividend shall be paid on October 24, 2012.
All the shares in the Company are entitled to a dividend with the exception of own shares held by the Company.
7. Closing of the meeting
B. Documents of the General Meeting
The proposal on the agenda of the Extraordinary General Meeting, this notice and the Company's annual report, including the latest financial statements, consolidated financial statements, report of the Board of Directors and the auditor's report, are available on the Company's website http://www.metso.com/egm. Also available on said website are the interim reviews prepared after the end of the latest financial period, the statement by the Board of Directors on the events after the preparation of the latest interim review which have a material effect on the state of the Company and the minutes of the Annual General Meeting held on March 29, 2012, which include a resolution on the distribution of dividend made after the end of the latest financial period. Said documents will also be available at the venue of the General Meeting. Minutes of the Extraordinary General Meeting will be available on the above mentioned website as of October 26, 2012 at the latest.
C. Instructions for the Participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on Tuesday, October 2, 2012, 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, shall register for the meeting no later than by October 8, 2012 by giving a prior notice of participation, which has to be received by the company before the end of the registration period. Notice of participation can be given:
- on the Company's website http://www.metso.com/egm,
- by telephone +358 10 808 300 (on weekdays between 8.00 a.m. and 6.00 p.m.),
- by telefax +358 20 484 3125, or
- by mail addressed to Metso Corporation, Ritva Tyventö-Saari, P.O. Box 1220, FI-00101 Helsinki, Finland.
In connection with the registration, a shareholder is requested to notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant, proxy representative or statutory representative as well as the personal identification number of the proxy representative or statutory representative. The personal data given by the shareholders to Metso Corporation is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the venue of the meeting.
2. Holders of nominee registered shares
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 record date of the General Meeting, i.e. on October 2, 2012, would be entitled to be registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd. In addition, the right to participate in the General Meeting requires that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd no later than by October 9, 2012 at 10.00 a.m. As regards nominee registered shares this constitutes a due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the General Meeting, to be temporarily entered in the shareholders' register of the Company at the latest by the time stated above.
3. Proxy representative and proxy documents
A shareholder may participate in the General Meeting and exercise his/her rights at the 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 General Meeting. 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 are requested to be submitted in originals to Metso Corporation, Ritva Tyventö-Saari, P.O. Box 1220, FI-00101 Helsinki, Finland by the end of the registration period.
4. Further information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability 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. Further information on matters pertaining to the General Meeting is available on the Company's website http://www.metso.com/egm.
On the date of publication of this notice, September 12, 2012, the total number of shares and votes in Metso Corporation is 150,348,256, which includes 592,222 own shares held by the Company. Own shares held by the Company do not have voting rights in the General Meeting.
Helsinki, September 12, 2012
Board of Directors
Metso is a global supplier of technology and services to customers in the process industries, including mining, construction, pulp and paper, power, and oil and gas. Our 30,000 professionals based in over 50 countries deliver sustainability and profitability to customers worldwide. Expect results.
For further information, please contact:
Aleksanteri Lebedeff, SVP, General Counsel, Metso Corporation, tel. +358 20 484 3240
VP, Investor Relations
NASDAQ OMX Helsinki Ltd