Notice to the Annual General Meeting
(Thomson Reuters ONE) - Metso Corporation's company release on February 8, 2010 at 4:30 p.m.Notice is given to the shareholders of Metso Corporation (the "Company") to theAnnual General Meeting to be held on Tuesday, 30 March 2010, at 15.00 at theHelsinki Exhibition and Convention Centre, Messuaukio 1, 00520 Helsinki,Finland. The reception of persons who have registered for the meeting and thedistribution of voting tickets will commence at 14.00.A. Matters on the agenda of the general meeting1. Opening of the meeting2. Calling the meeting to order3. Election of persons to scrutinize the minutes and to supervise thecounting of votes4. Recording the legality of the meeting5. Recording the attendance at the meeting and the list of votes6. Presentation of the Financial Statements including Consolidated FinancialStatements, the Report of the Board of Directors and the Auditor's report forthe year 2009· Review by the CEO7. Adoption of the Financial Statements including Consolidated FinancialStatements8. Resolution on the use of the profit shown on the balance sheet, thepayment of dividend and authorizing the Board of Directors to decide on donation8.1 Resolution on the payment of dividendThe Board of Directors proposes based on the balance sheet to be adopted for thefinancial period ended on December 31, 2009, a dividend of EUR 0.70 per share tobe paid. The dividend is paid to a shareholder who on the record date April6, 2010 is registered as a shareholder in the Company's shareholders' registermaintained by Euroclear Finland Ltd. The dividend is paid on April 13, 2010.8.2 Resolution on authorizing the Board of Directors to decide on donationThe Board of Directors proposes that it would be authorized to decide ondonation of a maximum of EUR 2,500,000 to be given to the universities. Thedonations shall be made in one or more installments. The Board of Directorsshall decide on the donation beneficiaries and the amount of each donation aswell as which companies of Metso Group are the donators. The authorization shallbe valid until December 31, 2010.9. Resolution on the discharge of the members of the Board of Directors andthe CEO from liability10. Resolution on the remuneration of the members of the Board of DirectorsThe Nomination Committee of the Annual General Meeting proposes to the AnnualGeneral Meeting that the annual remuneration paid for the term of officecontinuing until the Annual General Meeting of 2011 to the members of the Boardof Directors to be elected at the Annual General Meeting is equal to the annualremuneration paid for the term of office ending at the Annual General Meeting of2010: for the Chairman of the Board of Directors EUR 92,000, for theVice-Chairman of the Board of Directors EUR 56,000 and for each member of theBoard of Directors EUR 45,000. In addition, the Nomination Committee proposesthat a meeting fee of EUR 600 per meeting shall be paid to all members for themeetings, including Board Committee meetings. The Nomination Committee proposesthat 40 % of the annual remunerations are paid in Metso Corporation sharesacquired from the market. The shares shall be acquired directly on behalf of theBoard members within two weeks from the release of interim report for 1 January-31 March 2010.11. Resolution on the number of members of the Board of DirectorsThe Nomination Committee of the Annual General Meeting proposes that the numberof members of the Board of Directors shall be confirmed to seven (7).12. Election of members of the Board of DirectorsThe Nomination Committee of the Annual General Meeting proposes that the presentmembers of the Board of Directors Maija-Liisa Friman, Christer Gardell, Yrj?uvo, Pia Rudengren and Jukka Viinanen would be re-elected and that ErkkiPehu-Lehtonen and Mikael von Frenckell would be elected as new members to theBoard of Directors. It is proposed to elect Jukka Viinanen as Chairman andMaija-Liisa Friman as Vice-Chairman to the Board of Directors. According toArticle 4 of the Articles of Association, the term of notice of a member of theBoard of Directors shall continue until the closing of the first Annual GeneralMeeting following the election.M.Sc. (Tech.) Erkki Pehu-Lehtonen, born 1950, is the Chairman of the Board ofDirectors of Raute Oyj and a member of the Board of Directors of Tekla Oyj.Erkki Pehu-Lehtonen has acted as CEO of P? Oyj from year 1999 to May 2008 andat the moment he is working in consulting assignments given by the Board ofDirectors of P? Oyj. He has worked in P? Group since 1994, from 1994 to1996 as Executive Vice President of Jaakko P? Oy, a subsidiary of P? Oyjand from 1996 to 1999 as company's CEO. Prior to P? Group, ErkkiPehu-Lehtonen has acted in executive positions inter alia for Neles-Jamesbury Oyand Valmet Paperikoneet Oy.M.Soc.Sc, Commercial Counsellor Mikael von Frenckell, born 1947, is the Chairmanof the Board of Directors and a founding partner of Sponsor Capital Oy, theVice-Chairman of the Board of Directors of Neste Oil Oyj and a member of Boardof Directors of Tamro Oyj. He has been a member of Board of Directors of TamfeltOyj since 1979, the Vice-Chairman from 1990 to 1995 and the Chairman from 1995to 2009 as well as a member of the Board of Directors of Waldemar von FrenckellFoundation since 1975 and the Chairman of the Board of Directors of theFoundation since 1990. From 1990 to 1995 Mikael von Frenckell was a member ofthe Executive Committee of the Union Bank of Finland and from 1993 to 1995 theExecutive Vice President.Personal information and positions of trust of the nominees for the Board ofDirectors are presented on the website of Metso Corporation (www.metso.com). Allnominees have given their consent for the position.13. Resolution on the remuneration of the AuditorThe Audit Committee of the Board of Directors proposes that the Auditor'sremuneration is paid against an invoice in accordance with the purchaseprinciples accepted by the Audit Committee.14. Election of the AuditorThe Audit Committee of the Board of Directors proposes that Authorized PublicAccountant firm PricewaterhouseCoopers Oy shall be re-elected as Auditor of theCompany, which has announced Johan Kronberg, APA, to be the Auditor withprincipal responsibility.15. Authorizing the Board of Directors to decide on the repurchase of theCompany's own sharesThe Board of Directors proposes that the Annual General Meeting would resolve onauthorizing the Board of Directors to decide on the repurchase of a maximum of10,000,000 of the Company's own shares ("Repurchase authorization").The Company's own shares shall be repurchased in deviation from the proportionto the holdings of the shareholders using the non-restricted equity and acquiredthrough public trading on the NASDAQ OMX Helsinki Ltd ("Helsinki StockExchange") at the share price prevailing at the time of acquisition.The shares shall be repurchased in order to develop the capital structure of theCompany or to finance or carry out future acquisitions, investments or otherarrangements related to the Company's business or as part of the Company'sincentive program.Own shares acquired to the Company may be held, cancelled or conveyed. Theauthorization shall include also the right to take the Company's own shares aspledge to secure the potential receivables of the Company. The Board ofDirectors shall decide on other matters related to the repurchase of theCompany's own shares.The repurchase authorization is valid until June 30, 2011, and it revokes therepurchase authorization given by the Annual General Meeting on March 31, 2009.16. Authorizing the Board of Directors to decide on the issuance of shares aswell as the issuance of special rightsThe Board of Directors proposes that the Annual General Meeting would resolve onauthorizing the Board of Directors to decide on the issuing of new shares andthe conveying of own shares held by the Company ("Share issue authorization")and to grant special rights referred to in Chapter 10, Section 1 of the FinnishCompanies Act, on the following conditions:By virtue of the authorization, the Board is entitled to decide on the issuingof a maximum of 15,000,000 new shares and on the conveying of a maximum10,000,000 own shares held by the Company.Additionally, the Board is authorized to grant special rights referred to inChapter 10, Section 1 of the Finnish Companies Act, which carry the right toreceive, against payment, new shares of the Company or the Company's own sharesheld by the Company in such a manner that the subscription price is paid byusing the subscriber's receivables to offset the subscription price("Convertible bonds"). The maximum number of shares to be issued is 15,000,000whereby this maximum number is included in the maximum number of shares noted inthe previous paragraph.The new shares may be issued and the own shares held by the Company conveyedeither against payment ("Share issue against payment") or without payment("Share issue without payment").The Board of Directors may decide on a share issue without payment also to theCompany itself. The number of shares to be issued to the Company shall notexceed 10,000,000 including the number of own shares acquired by the Company byvirtue of the authorization to repurchase the Company's own shares.The new shares and the own shares held by the Company may be issued to theCompany's shareholders in proportion to their current holding; or by means of adirected issue, waiving the pre-emptive subscription rights of the shareholders,if there is a weighty financial reason for the Company to do so, such as todevelop the capital structure of the Company or to finance or carry out futureacquisitions, investments or other arrangements related to the Company'sbusiness or as part of the Company's incentive program. A directed issue canonly be executed without payment if there is an especially weighty financialreason for the Company to do so, taking the interests of all shareholders intoaccount.The subscription price of new shares issued shall be recorded in the investedunrestricted equity fund andthe consideration paid for the conveyance of theCompany's own shares shall be recorded in the invested unrestricted equity fund.The Board of Directors shall decide on other matters related to the shareissues.The share issue authorization is valid until April 30, 2013, and it revokes theshare issue authorization given by the Annual General Meeting on March 31, 2009.17. The Board of Directors´ proposal to amend Article 8 of the Articles ofAssociationThe Board of Directors proposes that Article 8 of the Articles of Associationregarding the notice of General Meeting shall be amended so that the noticeshall be given no later than three (3) weeks prior to the date of the GeneralMeeting but at least nine (9) days prior to the record date prescribed inChapter 4, Section 2, Subsection 2 of the Finnish Companies Act.18. The Shareholder Solidium Oy's proposal to establish a Nomination CommitteeThe shareholder Solidium Oy proposes that1. The Annual General Meeting resolves to establish a Nomination Committee toprepare proposals for the following Annual General Meeting concerning thecomposition of the Board of Directors and Board remuneration.2. Representatives of the four biggest shareholders are elected to theNomination Committee and the Committee additionally comprises as an expertmember the Chairman of the Board of Directors. The right to appoint membersrepresenting shareholders is held by the four shareholders who on November 1prior to the Annual General Meeting hold the biggest part of all votes in theCompany. Should a shareholder choose not to use his right to appoint, the rightto appoint is transferred to the next biggest shareholder. The biggestshareholders are determined on the basis of the ownership information registeredin the book-entry system. However, the holdings of a shareholder who, accordingto the Finnish Securities Markets Act is obliged to report certain changes inholdings (shareholder with a disclosure obligation), e.g. holdings spread overseveral funds, are added together if the shareholder notifies the Company'sBoard of Directors in writing of such demand by October 29, 2010 at the latest.3. The Nomination Committee is convened by the Chairman of the Board ofDirectors, and the Committee elects a chairman from among its members.4. The Nomination Committee shall submit a proposal to the Board of Directors nolater than February 1 prior to the Annual General Meeting.19. Closing of the meetingB. Documents of the Annual General MeetingThe proposals of the Annual General Meeting as well as this notice are availableon Metso Corporation's website at www.metso.com. The Annual Report of MetsoCorporation, including the Company's Financial Statements, the Report of theBoard of Directors and the Auditor's Report, is available on the above-mentionedwebsite no later than March 9, 2010. The proposals of the Board of Directors andthe Financial Statements are also available at the Annual General Meetingandcopies of these documents and of this notice will be sent to shareholdersupon request. The minutes of the meeting will be available on theabove-mentioned website as from April 13, 2010.C. Instructions for the participants in the Annual General Meeting1. The right to participate and registrationEach shareholder, who is registered on March 18, 2010 in the shareholders'register of the Company held by Euroclear Finland Ltd, has the right toparticipate in the Annual General Meeting. A shareholder, whose shares areregistered on his/her personal book-entry account, is registered in theshareholders' register of the Company.A shareholder, who wants to participate in the Annual General Meeting, shallregister for the meeting no later than March 25, 2010 by giving a prior noticeof participation to the Company. The first date of registration shall beFebruary 26, 2010 and the notice can be given:a) on the Company's website www.metso.com;b) by telephone +358 10 80 8300 (from Monday to Friday between 7.30-22.00);c) by telefax +358 20 484 3125; ord) by regular mail to the address Metso Corporation, Ritva Tyvent?ari, PO Box1220, FIN-00101 Helsinki, Finland.In connection with the registration, a shareholder shall notify his/her name,personal identification number/company identification number, address, telephonenumber and the name of a possible assistant, authorized representative orstatutory representative. The personal data given to Metso Corporation is usedonly in connection with the Annual General Meeting and with the processing ofrelated registrations.Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholderwho is present at the Annual General Meeting has the right to requestinformation with respect to the matters to be considered at the meeting.2. Proxy representative and powers of attorneyA shareholder may participate in the Annual General Meeting by way of proxyrepresentation. A proxy representative shall produce a dated proxy document orotherwise in a reliable manner demonstrate his/her right to represent theshareholder at the Annual General Meeting.If the shareholder's shares are recorded in more than one book-entry securitiesaccount, the shareholder has the right to use a different proxy representativefor each book-entry securities account. In such case, in connection with theregistration, the shareholder must also state those shares which each differentproxy representative represents.Possible proxy documents should be delivered in originals to Metso Corporation,Ritva Tyvent?ari, PO Box 1220, FIN-00101 Helsinki, Finland before the lastdate for registration.3. Holders of nominee registered sharesA holder of nominee registered shares, who wants to participate in the AnnualGeneral Meeting, shall be notified for temporary entry into the shareholders'register of the Company on March 25, 2010, at 10.00, at the latest, providedthat the shareholder had the right, on the basis of the same shares, to berecorded in the shareholders' register of the Company on the record date of themeeting on March 18, 2010.A holder of nominee registered shares is advised to request necessaryinstructions regarding the registration in the shareholders' register of theCompany, the issuing of proxy documents and registration for the Annual GeneralMeeting from his/her custodian bank.4. The total number of shares in Metso Corporation on the date of the notice tothe Annual General MeetingOn the date of this notice to the Annual General Meeting February 8, 2010, thetotal number of shares and votes in Metso Corporation is 150,348,256. From thisamount 409,617 shares are held by the Company. The shares held by the companyhave no voting right.Helsinki, February 8, 2010Metso CorporationThe Board of DirectorsMetso is a global supplier of sustainable technology and services for mining,construction, power generation, automation, recycling and the pulp and paperindustries. We have about 27,000 employees in more than 50 countries.www.metso.comFor further information, please contact:Aleksanteri Lebedeff, Senior Vice President, General Counsel, tel. +35820 484 3240Johanna Henttonen, Vice President, Investor Relations, Metso Corporation, tel.+358 20 484 3253Metso CorporationOlli VaartimoExecutive Vice President and CFOKati RenvallVice President, Group CommunicationsDistribution:NASDAQ OMX Helsinki LtdMediawww.metso.com[HUG#1381765]
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