Share capital and shares

Share capital and shares
Metso's share capital is EUR 231,625,926.50, and it is divided into 136,250,545 fully paid shares. According to the Articles of Association, the minimum share capital is EUR 170 million and the maximum share capital is EUR 680 million. Metso has a single series of shares. Each share has a nominal value of EUR 1.70 and entitles its holder to one vote at a general meeting.

Redemption obligation
Any shareholder whose ownership of the Corporation's shares or the voting rights produced by these shares reaches or exceeds 33 1/3 percent or 50 percent, is obliged to redeem the shares of the other shareholders upon demand and in the manner defined in the Articles of Association.

Own shares
The Annual General Meeting of March 27, 2002 authorized the Board of Directors to decide, within one year of the Meeting, on the acquisition of the Corporation's own shares, using its distributable funds. The Corporation's own shares may be acquired for use as payment in acquisitions or in financing investments. The Meeting also authorized the Board of Directors to decide on the disposal and annulment of the Corporation's own shares. Such shares may be acquired provided their combined nominal value does not exceed 5 percent of the Corporation's share capital, i.e. 6,812,527 shares.

In 2000-2002, none of the Corporation's own shares were acquired or disposed of. On December 31, 2002 the Corporation held 60,841 of its own shares, representing 0.04 percent of total shares and votes. These shares were acquired in 1999 for a total price of EUR 654,813, i.e. EUR 10.76/share.

Board authorizations
The Annual General Meeting of March 27, 2002 authorized the Board to decide on raising the share capital by a rights offering, a convertible bonds issue and/or an issue of share options. The authorization expires one year from the Annual General Meeting. No more than 12,500,000 new shares with a nominal value of EUR 1.70 may be subscribed for as a result of the rights offering, convertible bond issue or issue of share options. The Corporation's share capital may be raised in total by no more than EUR 21,250,000. The Board of Directors had not exercised these authorizations by December 31, 2002.

Market capitalization and trading
Metso Corporation's shares have been listed on the Helsinki Exchanges (HEX:MEO1V) and the New York Stock Exchange (NYSE:MX) since July 1, 1999. Metso's 2000 A warrants have been listed on the Helsinki Exchanges since June 29, 2001.

The highest quotation of Metso's share on the Helsinki Exchanges was EUR 15.15, and the lowest EUR 7.73. The share price on December 31, 2002 was EUR 10.30, and the average trading price for the year was EUR 12.13. The Corporation's end-of-year market capitalization was EUR 1,403 million.

In 2002, 76,737,801 Metso shares were traded on the Helsinki Exchanges. The total turnover was EUR 931 million. The average daily trading volume was 308,184 shares. The relative turnover including the ADS turnover was 57 percent.

The highest price of Metso's American depositary share (ADS) on the New York Stock Exchange was USD 14.26, and the lowest USD 7.81. The ADS price on December 31, 2002 was USD 10.92, and the average trading price was USD 11.39. In 2002, 914,715 Metso American depositary shares were traded on the New York Stock Exchange, to a value of USD 10 million. Each ADS represents one share.

The highest quotation of Metso's 2000 A warrants on the Helsinki Exchanges was EUR 2.75, and the lowest EUR 1.20 which was also the value of the share options on December 31, 2002. During the year 83,100 Metso 2000 A warrants were traded. The total turnover was EUR 180,608.

Options programs
Metso Corporation currently has two options programs, launched in 2000 and 2001. The programs are part of the incentive system for key personnel, and included 226 persons at the end of 2002. The programs give the right to subscribe for a maximum of 6,000,000 new shares.

The 2000 options program includes 5,000,000 options, which entitle their holders to subscribe for a maximum of 5,000,000 shares. 2,500,000 of the warrants are marked with the letter 'A', and 2,500,000 with the letter 'B'. The share subscription price was EUR 14.40 on December 31, 2002. Annually paid dividends are deducted from the subscription price. Share subscriptions based on A options began on April 1, 2001, while those based on B options will begin on April 1, 2003. The subscription period for all share options ends on April 30, 2005.

The 2001 options program includes 1,000,000 options, which entitle their holders to subscribe for a maximum of 1,000,000 shares. 500,000 of the warrants are marked with the letter 'A', and 500,000 with the letter 'B'. The share subscription price was EUR 14.40 on December 31, 2002. Annually paid dividends are deducted from the subscription price. Share subscriptions based on A options began on April 1, 2001, while those based on B options will begin on April 1, 2003.The subscription period for all options ends on April 30, 2005.

A total of 50,000 options issued in 1996 and transferred from Rauma Corporation had not been exercised in 2001 nor at the end of the subscription period on January 31, 2002. Of these, 25,000 entitled subscription for 25,000 Metso Corporation shares at a subscription price of EUR 15.44 between April 2, 2000 and January 31, 2002. Another 25,000 entitled subscription for 25,000 Metso Corporation shares at a subscription price of EUR 15.44 between April 2, 2001 and January 31, 2002. No share entitlements provided by options transferred from Rauma Corporation were subscribed for in 2002, and the program has now ended.

Shareholdings of the Board of Directors and the Management
On December 31, 2002, the members of the Metso Corporation's Board of Directors held 23,597 Metso shares, equivalent to 0.02 percent of the Corporation's shares and the accompanying voting rights. Tor Bergman, President and CEO, owned 220,000 options. Mr. Bergman did not own any Metso shares. Sakari Tamminen, Executive Vice President and CFO, owned 1,380 Metso shares and 150,000 options. Metso Corporation's extended insider holdings are also presented on the Corporation's homepages at www.metso.com > Metso > Management > Insiders.

The taxable value of Metso's share in Finland
The taxable value of Metso Corporation's share in Finland in 2002 is EUR 7.19 / share.

Dividend policy
Metso's objective is to distribute annual dividends equivalent to at least one third of the average earnings per share over five years. The dividend policy is founded on the Corporation's long-term profitability and financial strength.

Metso's Board of Directors has decided to propose to the Annual General Meeting, which will convene on April 15, 2003, that a dividend of EUR 0.60 per share be distributed for 2002, which is 126 percent of the earnings per share.

Shareholders
At the end of 2002, Metso had approximately 27,000 shareholders. Metso's biggest shareholders are UPM-Kymmene Corporation, which held 14.6 percent of all shares, and the Finnish Government with an 11.5 percent holding. Nominee-registered shares and shares in direct foreign ownership accounted for 46.1 percent of the total stock. 6.3 percent of the total stock was held by Finnish private individuals.

Up-to-date information on Metso's share price and shareholders can be found at Metso's Internet site at www.metso.com/investors.