Invitation to the Annual General Meeting
Metso Corporation's stock exchange release on February 7, 2013 at 1:00 p.m. local time
Notice is given to the shareholders of Metso Corporation to the Annual General Meeting to be held on Thursday, March 28, 2013 at 1.00 p.m. at the Helsinki Exhibition & Convention Centre at the address Messuaukio 1, 00520 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.00 noon.
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. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's report for the year 2012
- Review by the CEO
7. Adoption of the Financial Statements and the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Company's distributable funds totaled EUR 1,663,254,494.14 on December 31, 2012, of which the net profit for the year 2012 was EUR 266,335,290.98.
The Board of Directors proposes that a dividend of EUR 1.85 per share be paid based on the balance sheet to be adopted for the financial year which ended December 31, 2012 and the remaining part of the profit be retained and carried further in the Company's unrestricted equity.
The dividend shall be paid to shareholders who on the dividend record date April 4, 2013 are registered in the Company's shareholders' register held by Euroclear Finland Ltd. The dividend shall be paid on April 11, 2013. All the shares in the Company are entitled to a dividend with the exception of own shares held by the Company on the dividend 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 members of the Board of Directors
The Nomination Board of the General Meeting proposes to the General Meeting that the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting of the year 2014 be paid the following annual remuneration: to the Chairman of the Board of Directors EUR 100,000; to the Vice-Chairman of the Board of Directors and the Chairman of the Audit Committee EUR 60,000; and to the other members of the Board of Directors EUR 48,000 each. The Nomination Board furthermore proposes that for each meeting of the Board of Directors or the committees of the Board of Directors a fee of EUR 700 is paid to the members of the Board that reside in the Nordic countries, a fee of EUR 1,400 is paid to the members of the Board that reside in other European countries and a fee of EUR 2,800 is paid to the members of the Board that reside outside Europe. The Nomination Board of the General Meeting proposes that as a condition for the annual remuneration the members of the Board of Directors are obliged, directly based on the General Meeting's decision, to use 40% of the fixed annual remuneration for purchasing Metso Corporation shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of the interim review for the period January 1, 2013 to March 31, 2013.
11. Resolution on the number of members of the Board of Directors
The Nomination Board of the General Meeting proposes that the number of members of the Board of Directors shall be eight.
12. Election of members of the Board of Directors
The Nomination Board of the General Meeting proposes that the following individuals be re-elected members of the Board of Directors: Mr. Jukka Viinanen, Mr. Mikael von Frenckell, Mr. Christer Gardell, Mr. Ozey K. Horton, Jr., Mr. Erkki Pehu-Lehtonen, Ms. Pia Rudengren and Ms. Eeva Sipilä. The Nomination Board of the General Meeting further proposes that Mr. Mikael Lilius be elected as a new member of the Board of Directors. Mr. Jukka Viinanen is proposed to be elected as Chairman of the Board of Directors and Mr. Mikael von Frenckell as Vice-Chairman of the Board of Directors. According to Section 4 of the Articles of Association the term of office of a member of the Board of Directors expires at the end of the first Annual General Meeting following the election.
Mr. Mikael Lilius, B.Sc. (Econ), born 1949, is the Chairman of the Board of Directors of Wärtsilä Corporation (since 2011, Board member since 2010), the Chairman of the Board of Directors of Huhtamäki Oyj (since 2005, Board member 1999-2004), the Chairman of the Board of Directors of AMBEA AB (since 2011) and a member of the Board of Directors of Aker Solutions A/S (since 2009) and Evli Bank Ltd (since 2010). Mr. Lilius has been the President and CEO of Fortum Oyj in 2000-2009, the President and CEO of Gambro AB in 1998-2000, the President and CEO of Incentive AB in 1991-1998, the President and CEO of KF Industri AB (Nordico) in 1989-1991 and worked in various management positions in Huhtamäki Oyj during the period 1981-1989 such as the President of the Packing Division of Huhtamäki in 1986-1989.
Personal information and positions of trust of the proposed individuals is available on Metso's website (www.metso.com). All candidates have given their consent to the appointments.
In addition the Nomination Board of the General Meeting notes that also during the commencing term of office of the Board of Directors a personnel representative will participate as an invited expert in meetings of the Board of Directors of the Company within the limitations imposed by the Finnish Act on Personnel Representation in the Administration of Undertakings. The new Board of Directors will invite the personnel representative as its external expert in its organizing meeting after the Annual General Meeting.
13. Resolution on the remuneration of the Auditor
Based on the proposal of the Audit Committee the Board of Directors proposes that the remuneration to the Auditor be paid against the Auditor's invoice and according to the principles approved by the Audit Committee.
14. Election of the Auditor
Based on the proposal of the Audit Committee the Board of Directors proposes that Ernst & Young Oy, authorized public accountants, be elected Auditor of the Company. Ernst & Young Oy has notified that Mr. Roger Rejström, APA, would act as responsible auditor.
15. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares as follows.
The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 per cent of all the shares in the Company. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own shares can be repurchased using the unrestricted equity of the Company at a price formed in public trading on the date of the repurchase or otherwise at a price determined by the markets.
Own shares may be repurchased and/or accepted as pledge in order to develop the Company's capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of the Company's incentive schemes.
The repurchased shares may be held for reissue, canceled or transferred further.
The Board of Directors decides on all other matters related to the repurchase and/or acceptance as pledge of own shares. The authorization is effective until June 30, 2014 and it cancels the authorization given to the Board of Directors by the General Meeting on March 29, 2012 to decide on the repurchase of the Company's own shares.
16. Amendment of the Articles of Association
The Board of Directors proposes that the following sentence limiting the age of a person who can be elected to the Board of Directors shall be removed from Section 4 of the Company's Articles of Association: "A person who has reached the age of 68 years cannot be elected as a member of the Board of Directors".
17. Establishment of a Shareholders' Nomination Board
The Board of Directors proposes that the General Meeting resolves to establish a Shareholders' Nomination Board to prepare future proposals concerning the election and remuneration of the members of the Board of Directors to the General Meetings. In addition, the Board of Directors proposes that the General Meeting adopts the Charter of the Shareholders' Nomination Board set out as an appendix to the proposal.
According to the proposal, the Nomination Board shall comprise representatives nominated by the four largest shareholders of the company and the Chairman of the Board of Directors. The right to nominate representatives shall be vested with the four shareholders of the Company having the largest share of the votes represented by all the shares in the Company annually on September 1 based on the company's shareholders' register held by Euroclear Finland Ltd. However, if a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in share of ownership makes a written request to such effect to the Chairman of the Board of Directors no later than on August 31, such shareholder's holdings in several funds or registers will be combined when calculating the share of votes which determines the nomination right. Should a shareholder not wish to exercise his/her nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.
The Chairman of the Board of Directors shall convene the first meeting of the Nomination Board and the Nomination Board shall elect a chairman from among its members. The Nomination Board shall give its proposal to the Board of Directors annually no later than January 31 preceding the next Annual General Meeting. The term of office of the members of the Nomination Board expires annually after the new Nomination Board has been appointed.
18. Closing of the meeting
B. Documents of the General Meeting
The proposals for decisions on the matters on the agenda of the General Meeting as well as this notice are available on Metso Corporation's website at the address www.metso.com. The Annual Report of Metso Corporation including the Financial Statements, Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's report are available on the above-mentioned website no later than March 7, 2013. The proposals for decisions and the Financial Statements and Consolidated Financial Statements are also available at the General Meeting and copies of said documents and of this notice will be delivered to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website from April 11, 2013 at the latest.
C. Instructions for the participants in the General Meeting
1. The right to participate in the General Meeting and registration
Each shareholder, who is registered on March 18, 2013 in the shareholders' register of the Company held by Euroclear Finland Ltd., 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, has to register for the meeting no later than on March 25, 2013 at 10 a.m. by giving a prior notice of participation. The notice has to be received by the Company before the end of the registration period. Such notice can be given:
a) at the address www.metso.com/agm;
b) by telephone at the number +358 10 808 300 (on weekdays between 8.00 a.m. and 6.00 p.m.);
c) by telefax at the number +358 20 484 3125; or
d) by sending a written notification to the address Metso Corporation, Ritva Tyventö-Saari, POB 1220, 00101 Helsinki.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, 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 to Metso Corporation by shareholders 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 General 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 General Meeting record date March 18, 2013 would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest by March 25, 2013 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the registration in the shareholders' register, the issuing of proxy documents and participation in the General Meeting from his/her custodian bank.
The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, temporarily into the shareholders' register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
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 should be delivered in originals to the address Metso Corporation, Ritva Tyventö-Saari, POB 1220, 00101 Helsinki, Finland, before the last date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the 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.
On the date of this notice February 7, 2013, the total number of shares and votes in Metso Corporation is 150,348,256. The total amount includes 592,222 own shares held by the Company. Such own shares held by the Company do not have voting rights.
In Helsinki, February 7, 2013
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.
Further information, please contact:
Aleksanteri Lebedeff, SVP, General Counsel, Metso Corporation, tel +358 20 484 3240
VP, Investor Relations
NASDAQ OMX Helsinki Ltd