Metso Corporation ("Company") shareholders are invited to the Annual General Meeting to be held on Wednesday, April 2, 2008 at 3:00 p.m. at the Marina Congress Center, Katajanokanlaituri 6, 00160 Helsinki. Registration of the shareholders who have notified their attendance will start at the meeting place at 2:00 p.m.
The following matters will be on the agenda:
1. The Annual General Meeting matters referred to in Article 9 of the Articles of Association.
2. 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 authorizes the Board of Directors to decide on the repurchase of the Company's own shares up to a maximum number of 5,000,000 shares.
The Company's own shares shall be repurchased in proportion other than that of holdings of the shareholders using the non-restricted equity and shall be acquired through public trading on the OMX Nordic Exchange Helsinki Oy at the share price prevailing at the time of acquisition.
The Company's own shares so acquired may be held, cancelled or conveyed by the Company.
The authorization to repurchase the Company's own shares shall be valid until June 30, 2009, and it revokes the share repurchase authorization given by the Annual General Meeting on April 3, 2007.
3. Authorizing the Board of Directors to decide on a share issue and the granting of special rights
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide on issuing up to a maximum number of 15,000,000 new shares and on conveying up to a maximum number of 5,000,000 of the own shares held by the Company, either against payment or for free ("Share issue authorization").
The Board of Directors can also issue special rights, 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 shares can 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.
The Board of Directors can decide on a free share issue also to the Company itself. The number of shares to be issued to the Company shall not exceed 5,000,000, including the number of own shares acquired by the Company by virtue of the authorization to repurchase the Company's own shares.
The subscription price of the new shares shall be recorded in the fund of invested non-restricted equity and the consideration paid for the Company's shares shall be recorded in the fund of invested non-restricted equity.
The share issue authorization is valid until April 30, 2011, and it revokes the share issue authorization given by the Annual General Meeting on April 3, 2007.
4. Decreasing the share premium reserve and the legal reserve
The Board of Directors proposes that the share premium reserve as shown in the balance sheet as December 31, 2007 be decreased by EUR 151,426,470.23, and the legal reserve as shown in the balance sheet as per December 31, 2007 by EUR 215,489,536.19. The decreased amounts shall be transferred to the invested non-restricted equity fund. After the decreases, the amounts of the share premium reserve and the legal reserve in the balance sheet as per December 31, 2007 shall be zero.
5. Shareholder State of Finland's proposal for election of a Nomination Committee
The Ownership Steering Department, Prime Minister's Office, representing the State of Finland, shareholder, proposes that
1. The Annual General Meeting decides 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. The Chairman of the Board of Directors as an expert member and the representatives of the four biggest shareholders are elected to the Nomination Committee. The right to appoint members representing shareholders is held by the four shareholders who on November 3 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 31, 2008 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 2 prior to the Annual General Meeting.
Availability of Documents
Copies of the financial statements, Board of Directors' report and Auditors' report as well as the proposals to the Annual General Meeting will be available for inspection by shareholders from Thursday, March 20, 2008, at Metso Corporation's head office at Fabianinkatu 9 A, 00130 Helsinki, and on Metso Corporation's web site www.metso.com. Copies of the documents will be mailed to shareholders upon request. The Annual Report is also available at Metso Corporation's web site.
Composition of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting that the number of Board members be seven and that of the current Board members Maija-Liisa Friman, Christer Gardell, Matti Kavetvuo, Yrjö Neuvo and Jaakko Rauramo be re-elected until the closing of the following Annual General Meeting. Moreover, the Committee proposes that Jukka Viinanen and Arto Honkaniemi be elected as new members of the Board of Directors for the same period.
The Committee also proposes that Matti Kavetvuo be re-elected as Chairman and Jaakko Rauramo as Vice Chairman of the Board of Directors.
The Committee further proposes that the annual remuneration for the members of Board of Directors be EUR 92,000 for the Chairman, EUR 56,000 for the Vice Chairman and EUR 45,000 for the members, and that the meeting fee including committee meetings be EUR 600 per meeting attended.
Personal information and information about the positions of trust of the proposed board members are presented on Metso Corporation's web site at www.metso.com. All individuals have given their consent for the election.
Election of the Auditor and Auditor's Fee
The Audit Committee has decided to recommend the election of Authorized Public Accountants PricewaterhouseCoopers Oy as the auditor of the Company until the closing of the following Annual General Meeting, and that the auditor's fee shall be paid according to auditor's invoice, and in compliance with the principles approved by the Audit Committee.
Distribution of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 3 per share be paid based on the balance sheet approved for the financial year which ended on December 31, 2007. The dividend comprises an ordinary dividend of EUR 1.65 per share and an extra dividend of EUR 1.35 per share.
The dividend will be paid to shareholders entered as shareholders in the Company's shareholder register, maintained by the Finnish Central Securities Depository Ltd., on the dividend record date, Monday, April 7, 2008. The dividend will be paid on Tuesday, April 15, 2008.
Right to attend and to vote at the meeting
1. on March 20, 2008 are registered as a shareholder in the Company's shareholder register, maintained by the Finnish Central Securities Depository Ltd., and
2. have registered for the Annual General Meeting at the latest by Thursday, March 27, 2008, at 4:00 p.m.
have the right to attend and to vote at the meeting.
Shareholders whose shares are registered in their account in the book-entry system are also registered in the Company's shareholder register. Owners of shares held under the name of a nominee can request to be temporarily recorded in the Company's shareholder register ten (10) days prior to the date of the Annual General Meeting at the latest in order to be able to attend the meeting.
Shareholders who hold nominee-registered shares must contact their account operator in order to be registered. Registration in the shareholder register must have been made by Thursday, March 20, 2008 at the latest.
Notice to attend
Registration of notices to attend begins on February 29, 2008 and can be made either
- through Metso's web site at www.metso.com
- by telephone +358 (0)108-0-8300
- by fax +358 (0)2048 43125 or
- by mail to Metso Corporation, Soili Johansson, P.O. Box 1220, FIN-00101 Helsinki, Finland.
At the same time, shareholders are requested to give the name of an assistant, authorized representative or statutory representative, if any. The notice to attend the meeting must be received by the Company prior to the above deadline. We request that any powers of attorney be submitted to the above address prior to the above deadline.
Helsinki, February 6, 2008
Board of Directors
Metso is a global engineering and technology corporation with 2007 net sales of approximately EUR 6 billion. Its almost 27,000 employees in approximately 50 countries serve customers in the pulp and paper industry, rock and minerals processing, the energy industry and selected other industries.
Further information for the press, please contact:
Aleksanteri Lebedeff, Senior Vice President, General Councel, Metso Corporation, tel. +358 20 484 3240
Further information for investors, please contact:
Johanna Sintonen, Vice President, Investor Relations, Metso Corporation, tel. +358 20 484 3253
Executive Vice President and CFO
OMX Nordic Exchange in Helsinki