Annual General Meeting 2020

Metso’s Annual General Meeting will be held on Tuesday, June 16, 2020 at 1.00 p.m. EEST. Shareholders of the Company and their proxy representatives may participate in the meeting and exercise their rights as shareholders only through voting in advance as well as by submitting counter-proposals and questions in advance.

Metso’s Board of Directors has resolved on the exceptional procedures for the meeting based on the temporary legislative act to limit the spread of the COVID-19 pandemic as approved by the Finnish Parliament on April 24, 2020. The company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into consideration the health and safety of the company‘s shareholders, personnel and other stakeholders.

Due to the exceptional procedures, Metso’s top management will not attend the Annual General Meeting and there will be no webcast available to follow the meeting. The greeting of the Chair of the Board of Directors and the video presentation of the President and CEO’s review to the shareholders will be available on Metso Corporation’s website at the address www.metso.com/agm no later than on the day of the Annual General Meeting at 9.00 a.m EEST.

Notice of the meeting including all meeting proposals has been published as a stock exchange release on May 20, 2020.

Important dates related to AGM 2020

Deadline for counter-proposals taken to vote

May 25, 2020

Registration and advance voting period begin

May 26, 2020 at 9.00 a.m.

Deadline for shareholders’ questions

June 2, 2020

Record date of AGM

June 4, 2020

Answers to shareholders’ questions available on the company’s website

June 5, 2020

Registration and advance voting period ends

June 9, 2020 at 4.00 p.m.

Registration period for nominee-registered shares ends

June 11, 2020 at 10.00 a.m.

Annual General Meeting

June 16, 2020

Dividend ex-date

June 17, 2020

Record date of dividend payment

June 18, 2020

Date of dividend payment

June 25, 2020*

Minutes of the meeting available

June 30, 2020

 

Participating in the Annual General Meeting

Each shareholder who is registered on June 4, 2020 in the shareholders’ register of the company held by Euroclear Finland Oy 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 may not participate in the General Meeting by any other means than by voting in advance in the manner instructed below as well as by submitting counter-proposals and questions in advance.

Registration and advance voting will begin on May 26, 2020, when the deadline for the submission of counter-proposals to be taken to vote has expired. A shareholder who is registered in the shareholders’ register and who wants to participate in the General Meeting by voting in advance has to register for the meeting and submit his/her votes no later than June 9, 2020, at 4:00 p.m. EEST, by which time the registration and votes need to be received by the company.

Registrations made by shareholders for the Annual General Meeting, which was scheduled to be held on March 20, 2020, are not deemed as registrations for this Annual General Meeting.

Shareholders registered in Finland

Registration and advance voting

Shareholders who have a Finnish book-entry account, may register and vote in advance on certain matters on the agenda of the Annual General Meeting from May 26, 2020, at 9:00 a.m. EEST until 4.00 p.m. EEST on June 9, 2020 by the following means:

a) electronically through the internet service (link will be added here later)

The shareholder’s book-entry account number is needed for the electronic voting in advance.

b) by email or regular mail

A shareholder may send the advance voting form available on Metso Corporation’s website or corresponding information to Euroclear Finland Oy by email at yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland.

It is strongly recommended that a shareholder with a book-entry account number votes in advance electronically, in accordance with option a). If a shareholder chooses to follow option b), it is strongly recommended to use email, as in the current situation it is challenging to follow incoming mail due to e.g. remote-work recommendations.

Voting electronically in advance in accordance with option a), constitutes registration for the meeting. Accordingly, if the shareholder participates in the meeting by sending the votes in advance by email or mail to Euroclear Finland Oy, in accordance with option b), the delivery of the votes before the end of the registration and advance voting period shall constitute registration for the meeting, provided that it includes the information required for registration and advance voting.

In connection with the registration, a shareholder shall provide his/her name, personal identification number or business identity code, address, telephone number and the name and personal identification number of a possible proxy representative. The personal data given to Metso Corporation and Euroclear Finland Oy by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her shareholder rights by way of proxy representation.

The proxy representative of a shareholder may only participate by voting in advance in the manner instructed above. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If 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.

Proxy documents are requested to be delivered by email to the address yhtiokokous@euroclear.eu or by mail to the address Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland, before the end of the registration period, by which time the proxy documents must be received by Euroclear Finland Oy.

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, June 4, 2020, would be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. 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 Oy at the latest by June 11, 2020 at 10:00 a.m. EEST As regards nominee registered shares, this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request well in advance the necessary instructions regarding the registration in the shareholders’ register, the issuing of proxy documents and participation in the General Meeting by voting in advance through his/her custodian bank.

The account management organization of any custodian bank is required to register any holder of nominee registered shares temporarily into the shareholders’ register of the company at the latest by the time stated above and arrange advance voting on behalf of the nominee shareholder within the registration period for nominee registered shares.

A registration made previously for the Annual General Meeting, which was scheduled to be held on March 20, 2020, is not deemed a registration for this Annual General Meeting.

Counterproposals and questions

Shareholders who hold at least one-hundredth of all the shares in the company shall have the right to make a counter-proposal to be taken to vote to the proposals concerning the matters on the agenda of the General Meeting. Such counter-proposals must be delivered by email to the address tuula.alanen@metso.com or by mail to the address Metso Corporation, AGM, P.O. Box 1220, FI-00101 Helsinki, Finland on May 25, 2020, at the latest. Shareholders submitting a counter-proposal must provide information of their shareholding when submitting their counter-proposal. The counter-proposal will be addressed by the General Meeting on the precondition that the shareholder has the right to participate in the General Meeting and that the shareholder holds at least one-hundredth of all the shares in the company on the record date of the General Meeting. If the counter-proposal is not addressed by the General Meeting, votes in favor of the counter-proposal will be disregarded. The company will publish possible counter-proposals to be taken to vote on Metso Corporation’s website at the address www.metso.com/agm on May 26, 2020, at the latest.

A shareholder may submit questions under Chapter 5 Section 25 of the Finnish Companies Act with respect to the matters to be considered at the meeting until June 2, 2020, by email to the address tuula.alanen@metso.com or by mail to the address Metso Corporation, AGM, P.O. Box 1220, FI-00101 Helsinki, Finland. Such questions by shareholders, answers to them by the management of the company and possible counter-proposals not taken to vote will be available on Metso Corporation’s website at the address www.metso.com/agm on June 5, 2020, at the latest. As a precondition to submitting questions and counter‑proposals, the shareholder must provide a sufficient account of his/her shareholding.

On the date of the notice, May 20, 2020, the total number of shares and votes in Metso Corporation is 150,348,256. The total amount includes 150,361 own shares held by the company. Such own shares held by the company do not have voting rights.

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