Notice to the Annual General Meeting
Notice is given to the shareholders of
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's report for the year 2019
· Review by the CEO
7. Adoption of the Financial Statements and the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The company's distributable funds on
The Board of Directors proposes that a dividend of
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Presentation of remuneration policy
· Review by the Chairman of the Board of Directors
11. Resolution on the remuneration of members of the Board of Directors
The Board of Directors proposes, based on the proposal of the Nomination Board, that the same fixed annual remuneration be paid to the members of the Board of Directors as in the previous term. The remuneration to be paid will be calculated pro rata to the length of the term of office based on the following annual remuneration:
Chair EUR 120,000
Vice-Chair EUR 66,000
Other members EUR 53,000 each
The same additional remuneration as in the previous term is proposed for the members of the Board of Directors that are elected as members of the Audit Committee and the
Chair of the Audit Committee EUR 20,000
Members of the Audit Committee
Chair of the Remuneration and HR Committee EUR 10,000
Members of the Remuneration and HR committee
The Board of Directors proposes, based on the proposal of the Nomination Board, that the fixed annual remuneration be paid to the members of the Board of Directors in cash within two weeks after the expiry of their term of office.
The Board of Directors proposes, based on the proposal of the Nomination Board, that the following fixed annual remuneration be paid to the members of the Board of Directors of the future
Chair EUR 115,000
Vice-Chair EUR 65,000
Other members EUR 50,000 each
An additional remuneration is proposed for the members of the Board of Directors that are elected as members of the Audit Committee and the
Chair of the Audit Committee
Members of the Audit Committee
Chair of the Remuneration and HR Committee
Members of the Remuneration and HR Committee
The Board of Directors proposes, based on the proposal of the Nomination Board, that, as a condition for the annual remuneration, the members of the Board of Directors of the future
Meeting fees
The Board of Directors proposes, based on the proposal of the Nomination Board, that meeting fees are to be paid as follows: for each meeting of the Board of Directors of
12. Resolution on the number of members of the Board of Directors
The Board of Directors proposes, based on the proposal of the Nomination Board, that
13. Election of members of the Board of Directors
The Board of Directors proposes, based on the proposal of the Nomination Board, that
The Board's term of office will commence at the end of the Annual General Meeting and will expire at the registration of the completion of the partial demerger of
All the Board member candidates have given their consent to their election and have been assessed to be independent of the company and its significant shareholders, except for
In addition, the Nomination Board notes that, also during the commencing term of office of the Board of Directors, a personnel representative will participate as an external expert in the meetings of the Board of Directors of
The Board of Directors proposes, based on the proposal of the Nomination Board, that
All Board member candidates' CVs are enclosed as an attachment to this Notice to the Annual General Meeting
All member candidates have given their consent to their election and have been assessed to be independent of the company and its significant shareholders, except for Petter Söderström and Niko Pakalén, who have each been assessed to be independent of the company but not independent of a significant shareholder.
The term of office of the Neles Corporation Board will commence at the registration of the completion of the partial demerger of
14. Resolution on the remuneration of the Auditor
Based on the proposal of the Board of Directors' Audit Committee, the Board of Directors proposes that the remuneration to the auditor be paid against the invoice approved by the Audit Committee.
15. Election of the Auditor
Based on the proposal of the Board of Directors' Audit Committee, the Board of Directors proposes that
16. Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase of the company's own shares as follows.
The amount of own shares to be repurchased shall not exceed 5,000,000 shares, which corresponds to approximately 3.3 percent of all the shares in the company. Own shares can be repurchased also otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). Own shares can be repurchased using the unrestricted equity of the company at a price formed in public trading on the date of the repurchase or otherwise at a market-based price.
Shares may be repurchased in order to develop the company's capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of the company's incentive schemes.
The repurchased own shares may be held by the company, cancelled or transferred further.
The Board of Directors decides on all other matters related to the repurchase of own shares. The authorization is effective until
17. Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of new shares and the transfer of the company's own shares as well as the issuance of special rights referred to in Chapter 10 Section 1 of the Companies Act as follows.
The amount of new shares, which may be issued based on decision(s) of the Board of Directors pursuant to the authorization shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 percent of all shares in the company. The amount of the company's own shares, which may be transferred pursuant to the authorization shall not exceed 5,000,000 shares, which corresponds to approximately 3.3 percent of all shares in the company.
The Board of Directors is furthermore authorized to issue special rights referred to in Chapter 10 Section 1 of the Companies Act entitling their holder to receive new shares or the company's own shares for consideration in such a manner that the subscription price of the shares is to be set off against a receivable of the subscriber (convertible bond). The amount of shares which may be issued or transferred based on the special rights shall not exceed 10,000,000 shares, which corresponds to approximately 6.7 percent of all shares in the company. This aggregate number of shares is included in the aggregate numbers of shares that may be issued and/or transferred mentioned in the previous paragraph.
The new shares may be issued and the company's own shares may be transferred for consideration or without consideration.
The Board of Directors is also authorized to decide on a share issue to the company itself without consideration. The amount of shares which may be issued to the company, together with the amount of shares to be repurchased based on the authorization, shall not exceed 5,000,000 shares, which corresponds to approximately 3.3 percent of all shares in the company. The number of shares which are potentially issued to the company does not reduce the aggregate numbers of shares which may be issued and transferred as referred to in the second paragraph.
The new shares and the special rights referred to in Chapter 10 Section 1 of the Companies Act may be issued and the company's own shares transferred to the shareholders in proportion to their current shareholdings in the company. The new shares and the special rights referred to in Chapter 10 Section 1 of the Companies Act may also be issued and the company's own shares transferred in deviation from the shareholders' pre-emptive rights by way of a directed issue if there is a weighty financial reason for the company to do so. The deviation from the shareholders' pre-emptive rights may be carried out for example in order to develop the company's capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares for an incentive scheme. A directed share issue may be executed without consideration only if there is an especially weighty financial reason for the company to do so, taking the interests of all its shareholders into account.
The Board of Directors decides on all other matters related to the issuance of shares and special rights referred to in Chapter 10 Section 1 of the Companies Act.
The authorization is effective until
18. Closing of the meeting
B. Documents of the General Meeting
The proposals for decisions on the matters on the agenda of the Annual General Meeting and this notice are available on
C. Instructions for the participants in the General Meeting
1. The right to participate in the General Meeting and registration
Each shareholder who is registered on
A shareholder who is registered in the shareholders' register and who wants to participate in the General Meeting has to register for the meeting no later than on
a) at the address www.metso.com/agm;
b) by telephone at the number +358 10 808 300 (on weekdays
c) by e-mail to the address tuula.alanen@metso.com; or
d) by sending a written notification to the address
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant, proxy representative or statutory representative as well as the personal identification number of the proxy representative or statutory representative. The personal data given to
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.
2. Holder 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 General Meeting record date,
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 from his/her custodian bank.
The account management organization of the custodian bank has to register a holder of nominee registered shares who wants to participate in the General Meeting temporarily into the shareholders' register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting by way of proxy representation. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder.
When 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 for the General Meeting.
Possible proxy documents should be delivered in original to the address
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of the notice,
Board of Directors
For further information, please contact:
Distribution:
Nasdaq
Media
www.metso.com
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
metso.com (http://www.metso.com/), twitter.com/metsogroup (http://www.twitter.com/metsogroup)
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