Decisions taken by Metso's Annual General Meeting 2018
Metso Corporation's stock exchange release on March 22, 2018 at 4:40 p.m. EET
Metso Corporation's Annual General Meeting (AGM) was held today in Helsinki, Finland.
The AGM approved the Financial Statements for 2017 and decided that a dividend of EUR 1.05 per share will be paid for the financial year ended on December 31, 2017. The dividend will be paid on April 4, 2018 to shareholders registered in the company's shareholder register maintained by Euroclear Finland Ltd. on the record date of March 26, 2018. AGM discharged the members of the Board of Directors and Presidents and CEOs from liability for the 2017 financial year.
The AGM confirmed the number of Board members as eight and re-elected Mikael Lilius as Chair of the Board and Christer Gardell as Vice-Chair. Peter Carlsson, Arja Talma, Ozey K. Horton Jr., Lars Josefsson and Nina Kopola were re-elected as members for a new term. Antti Mäkinen was elected as a new member of the Board of Directors. The term of office of the Board members will last until the end of the next AGM.
The AGM decided that the Board members shall be paid the fixed annual remuneration as follows:
Chair EUR 120,000
Vice Chair EUR 66,000
Members EUR 53,000
It was further decided that an additional remuneration should be paid to the Board members that are elected as members of the Audit Committee and HR and Remuneration Committee as follows:
Chair of the Audit Committee EUR 20,000
Members of the Audit Committee EUR 10,000
Chair of the HR and Remuneration Committee EUR 10,000
Members of the HR and Remuneration Committee EUR 5,000
The AGM approved the following meeting fees for Board meetings. Board members that reside in the Nordic countries will be paid a meeting fee of EUR 800, members that reside in other European countries will be paid EUR 1,600 and members residing outside Europe will be paid EUR 3,200. Meeting fees will not be paid for the meetings of the Board's committees.
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 percent of the fixed total annual remuneration for purchasing Metso Corporation's 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, 2018 to March 31, 2018.
Authorized Public Accountant Ernst & Young Oy was elected as the company's Auditor until the end of the next Annual General Meeting. Ernst & Young Oy has designated Mikko Järventausta, APA, as responsible auditor. The remuneration to the Auditor was decided to be paid against the invoice approved by the Audit Committee.
The AGM approved the proposal of the Board of Directors to authorize the Board to decide on the repurchase of Metso shares. The number of own shares to be repurchased may not exceed 10,000,000 shares, which corresponds to approximately 6.7 percent of all Metso shares. The authorization is effective until June 30, 2019 and it cancels the previous authorization.
The AGM approved the proposal of the Board of Directors to decide on the issuance of shares and the issuance of special rights to entitling to shares. The number of new shares, which may be issued based on decision(s) of the Board of Directors pursuant to the authorization may not exceed 15,000,000 shares, which corresponds to approximately 10 percent of all Metso shares. The number of Metso's own shares which may be transferred pursuant to the authorization may not exceed 10,000,000 shares, which corresponds approximately 6.7 percent of all Metso shares. The authorization is effective until June 30, 2020 and it cancels the previous authorization.
The minutes of the Annual General Meeting will be available on Metso's website at www.metso.com from April 5, 2018 at the latest.
Metso is a world-leading industrial company offering equipment and services for the sustainable processing and flow of natural resources in the mining, aggregates, recycling and process industries. With our unique knowledge and innovative solutions, we help our customers improve their operational efficiency, reduce risks and increase profitability. Metso is listed on the Nasdaq Helsinki in Finland and had sales of about EUR 2.7 billion in 2017. Metso employs over 12,000 people in more than 50 countries.
Further information, please contact:
Aleksanteri Lebedeff, SVP, General Counsel, Metso Corporation, tel +358 20 484 3240
Interim President and CEO, CFO
VP, Investor Relations
Nasdaq Helsinki Ltd