HELSINKI, FINLAND--(Marketwire - Feb 7, 2013) -
Metso Corporation's stock exchange release on February 7, 2013 at 1:00 p.m.local time
Notice is given to the shareholders of Metso Corporation to the AnnualGeneralMeeting to be held on Thursday, March 28, 2013 at 1.00 p.m. at the HelsinkiExhibition & Convention Centre at the address Messuaukio 1, 00520 Helsinki,Finland. The reception of persons who have registered for the meeting andthedistribution of voting tickets will commence at 12.00 noon.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise thecountingof votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list ofvotes
6. Presentation of the Financial Statements, the ConsolidatedFinancialStatements, the Report of the Board of Directors and the Auditor'sreport forthe year 2012
- Review by the CEO
7. Adoption of the Financial Statements and the ConsolidatedFinancialStatements
8. Resolution on the use of the profit shown on the balance sheetand thepayment of dividend
The Company's distributable funds totaled EUR 1,663,254,494.14 onDecember31, 2012, of which the net profit for the year 2012 was EUR 266,335,290.98.The Board of Directors proposes that a dividend of EUR 1.85 per share bepaidbased on the balance sheet to be adopted for the financial year whichendedDecember 31, 2012 and the remaining part of the profit be retained andcarriedfurther in the Company's unrestricted equity.
The dividend shall be paid to shareholders who on the dividend record dateApril4, 2013 are registered in the Company's shareholders' register held byEuroclearFinland Ltd. The dividend shall be paid on April 11, 2013. All the sharesin theCompany are entitled to a dividend with the exception of own shares heldby theCompany on the dividend record date.
9. Resolution on the discharge of the members of the Board of Directorsand theCEO from liability
10. Resolution on the remuneration of members of the Board of Directors
The Nomination Board of the General Meeting proposes to the General Meetingthatthe members of the Board of Directors to be elected for a term of officeendingat the end of the Annual General Meeting of the year 2014 be paid thefollowingannual remuneration: to the Chairman of the Board of Directors EUR100,000; tothe Vice-Chairman of the Board of Directors and the Chairman of theAuditCommittee EUR 60,000; and to the other members of the Board ofDirectors EUR48,000 each. The Nomination Board furthermore proposes that for eachmeeting ofthe Board of Directors or the committees of the Board of Directors a feeof EUR700 is paid to the members of the Board that reside in the Nordiccountries, afee of EUR 1,400 is paid to the members of the Board that reside inotherEuropean countries and a fee of EUR 2,800 is paid to the members of theBoardthat reside outside Europe. The Nomination Board of the General Meetingproposesthat as a condition for the annual remuneration the members of theBoard ofDirectors are obliged, directly based on the General Meeting's decision,to use40% of the fixed annual remuneration for purchasing Metso Corporationsharesfrom the market at a price formed in public trading and that the purchasewillbe carried out within two weeks from the publication of the interimreview forthe period January 1, 2013 to March 31, 2013.
11. Resolution on the number of members of the Board of Directors
The Nomination Board of the General Meeting proposes that the number ofmembersof the Board of Directors shall be eight.
12. Election of members of the Board of Directors
The Nomination Board of the General Meeting proposes that thefollowingindividuals be re-elected members of the Board of Directors: Mr. JukkaViinanen,Mr. Mikael von Frenckell, Mr. Christer Gardell, Mr. Ozey K. Horton,Jr., Mr.Erkki Pehu-Lehtonen, Ms. Pia Rudengren and Ms. Eeva Sipilä. TheNomination Boardof the General Meeting further proposes that Mr. Mikael Lilius be electedas anew member of the Board of Directors. Mr. Jukka Viinanen is proposedto beelected as Chairman of the Board of Directors and Mr. Mikael vonFrenckell asVice-Chairman of the Board of Directors. According to Section 4 of theArticlesof Association the term of office of a member of the Board of Directorsexpiresat the end of the first Annual General Meeting following the election.
Mr. Mikael Lilius, B.Sc. (Econ), born 1949, is the Chairman of theBoard ofDirectors of Wärtsilä Corporation (since 2011, Board membersince 2010), theChairman of the Board of Directors of Huhtamäki Oyj (since 2005,Board member1999-2004), the Chairman of the Board of Directors of AMBEA AB (since2011) anda member of the Board of Directors of Aker Solutions A/S (since 2009) andEvliBank Ltd (since 2010). Mr. Lilius has been the President and CEO ofFortum Oyjin 2000-2009, the President and CEO of Gambro AB in 1998-2000, thePresident andCEO of Incentive AB in 1991-1998, the President and CEO of KFIndustri AB(Nordico) in 1989-1991 and worked in various management positions inHuhtamäkiOyj during the period 1981-1989 such as the President of the PackingDivision ofHuhtamäki in 1986-1989.
Personal information and positions of trust of the proposedindividuals isavailable on Metso's website (www.metso.com). All candidates have giventheirconsent to the appointments.
In addition the Nomination Board of the General Meeting notes that alsoduringthe commencing term of office of the Board of Directors apersonnelrepresentative will participate as an invited expert in meetings of theBoard ofDirectors of the Company within the limitations imposed by the FinnishAct onPersonnel Representation in the Administration of Undertakings. The newBoard ofDirectors will invite the personnel representative as its external expertin itsorganizing meeting after the Annual General Meeting.
13. Resolution on the remuneration of the Auditor
Based on the proposal of the Audit Committee the Board of Directorsproposesthat the remuneration to the Auditor be paid against the Auditor'sinvoice andaccording to the principles approved by the Audit Committee.
14. Election of the Auditor
Based on the proposal of the Audit Committee the Board of Directorsproposesthat Ernst & Young Oy, authorized public accountants, be elected Auditorof theCompany. Ernst & Young Oy has notified that Mr. Roger Rejström, APA,would actas responsible auditor.
15. Authorizing the Board of Directors to decide on the repurchase and/oron theacceptance as pledge of the Company's own shares
The Board of Directors proposes to the General Meeting that theBoard ofDirectors be authorized to decide on the repurchase and/or on theacceptance aspledge of the Company's own shares as follows.
The amount of own shares to be repurchased and/or accepted as pledgeshall notexceed 10,000,000 shares, which corresponds to approximately 6.7 per centof allthe shares in the Company. Own shares can be repurchased otherwisethan inproportion to the shareholdings of the shareholders (directedrepurchase). Ownshares can be repurchased using the unrestricted equity of the Companyat aprice formed in public trading on the date of the repurchase or otherwiseat aprice determined by the markets. Own shares may be repurchased and/or accepted as pledge in order todevelop theCompany's capital structure, in order to finance or carry outacquisitions,investments or other business transactions, or in order to use theshares aspart of the Company's incentive schemes.
The repurchased shares may be held for reissue, canceled or transferredfurther.The Board of Directors decides on all other matters related to therepurchaseand/or acceptance as pledge of own shares. The authorization is effectiveuntilJune 30, 2014 and it cancels the authorization given to the Board ofDirectorsby the General Meeting on March 29, 2012 to decide on the repurchaseof theCompany's own shares.
16. Amendment of the Articles of Association
The Board of Directors proposes that the following sentence limiting theage ofa person who can be elected to the Board of Directors shall be removedfromSection 4 of the Company's Articles of Association: "A person who hasreachedthe age of 68 years cannot be elected as a member of the Board ofDirectors".
17. Establishment of a Shareholders' Nomination BoardThe Board of Directors proposes that the General Meeting resolves toestablish aShareholders' Nomination Board to prepare future proposalsconcerning theelection and remuneration of the members of the Board of Directorsto theGeneral Meetings. In addition, the Board of Directors proposes that theGeneralMeeting adopts the Charter of the Shareholders' Nomination Board set outas anappendix to the proposal.
According to the proposal, the Nomination Board shall compriserepresentativesnominated by the four largest shareholders of the company and theChairman ofthe Board of Directors. The right to nominate representatives shall bevestedwith the four shareholders of the Company having the largest share of thevotesrepresented by all the shares in the Company annually on September 1based onthe company's shareholders' register held by Euroclear Finland Ltd.However, ifa shareholder who has distributed his/her holdings e.g. into severalfunds andhas an obligation under the Finnish Securities Markets Act to taketheseholdings into account when disclosing changes in share of ownershipmakes awritten request to such effect to the Chairman of the Board ofDirectors nolater than on August 31, such shareholder's holdings in severalfunds orregisters will be combined when calculating the share of votes whichdeterminesthe nomination right. Should a shareholder not wish to exercisehis/hernomination right, the right shall be transferred to the next largestshareholderwho otherwise would not be entitled to nominate a member.
The Chairman of the Board of Directors shall convene the first meetingof theNomination Board and the Nomination Board shall elect a chairman fromamong itsmembers. The Nomination Board shall give its proposal to the Board ofDirectorsannually no later than January 31 preceding the next Annual GeneralMeeting. Theterm of office of the members of the Nomination Board expires annuallyafter thenew Nomination Board has been appointed.
18. Closing of the meeting
B. Documents of the General MeetingThe proposals for decisions on the matters on the agenda of the GeneralMeetingas well as this notice are available on Metso Corporation's websiteat theaddress www.metso.com. The Annual Report of Metso Corporationincluding theFinancial Statements, Consolidated Financial Statements, the Report of theBoardof Directors and the Auditor's report are available on the above-mentionedwebsite no later than March 7, 2013. The proposals for decisionsand theFinancial Statements and Consolidated Financial Statements are alsoavailable atthe General Meeting and copies of said documents and of this noticewill bedelivered to shareholders upon request. The minutes of the General Meetingwillbe available on the above-mentioned website from April 11, 2013 at thelatest.
C. Instructions for the participants in the General Meeting
1. The right to participate in the General Meeting and registrationEach shareholder, who is registered on March 18, 2013 in theshareholders'register of the Company held by Euroclear Finland Ltd., has theright toparticipate in the General Meeting. A shareholder whose shares areregistered onhis/her personal Finnish book-entry account is registered in theshareholders'register of the Company.
A shareholder, who is registered in the shareholders' register of theCompanyand who wants to participate in the General Meeting, has to registerfor themeeting no later than on March 25, 2013 at 10 a.m. by giving a priornotice ofparticipation. The notice has to be received by the Company before theend ofthe registration period. Such notice can be given:
a) at the address www.metso.com/agm;
b) by telephone at the number +358 10 808 300 (on weekdays between 8.00a.m. and 6.00 p.m.);
c) by telefax at the number +358 20 484 3125; or
d) by sending a written notification to the address Metso Corporation,Ritva Tyventö-Saari, POB 1220, 00101 Helsinki.
In connection with the registration, a shareholder shall notify his/hername,personal identification number or business identity code, address,telephonenumber and the name of a possible assistant, proxy representative orstatutoryrepresentative as well as the personal identification number of theproxyrepresentative or statutory representative. The personal data given toMetsoCorporation by shareholders is used only in connection with the GeneralMeetingand with the processing of related registrations.
The shareholder, his/her authorized representative or proxyrepresentativeshall, where necessary, be able to prove his/her identity and/orright ofrepresentation at the General Meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participatein theGeneral Meeting by virtue of such shares based on which he/she on theGeneralMeeting record date March 18, 2013 would be entitled to be registeredin theshareholders' register of the Company held by Euroclear Finland Ltd. Therightto participate in the general meeting requires, in addition, thattheshareholder on the basis of such shares has been temporarily registeredinto theshareholders' register held by Euroclear Finland Ltd at the latest byMarch25, 2013 at 10.00 a.m. As regards nominee registered shares thisconstitutes dueregistration for the General Meeting.
A holder of nominee registered shares is advised to request withoutdelay thenecessary instructions regarding the registration in the shareholders'register,the issuing of proxy documents and participation in the General Meetingfromhis/her custodian bank.
The account management organization of the custodian bank has toregister aholder of nominee registered shares, who wants to participate in theGeneralMeeting, temporarily into the shareholders' register of the Companyat thelatest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting by way ofproxyrepresentation. The proxy representative shall produce a dated proxydocument orotherwise in a reliable manner demonstrate his/her right torepresent theshareholder.
When a shareholder participates in the General Meeting by means of severalproxyrepresentatives representing the shareholder with shares held atdifferentsecurities accounts, the shares by which each proxy representativerepresentsthe shareholder shall be identified in connection with the registrationfor theGeneral Meeting.
Possible proxy documents should be delivered in originals to the addressMetsoCorporation, Ritva Tyventö-Saari, POB 1220, 00101 Helsinki, Finland,before thelast date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholderwho ispresent at the General Meeting has the right to request information withrespectto the matters to be considered at the meeting.
On the date of this notice February 7, 2013, the total number ofshares andvotes in Metso Corporation is 150,348,256. The total amount includes592,222 ownshares held by the Company. Such own shares held by the Company do nothavevoting rights.
In Helsinki, February 7, 2013
METSO CORPORATIONBoard of Directors
Metso is a global supplier of technology and services to customers in theprocess industries, including mining, construction, pulp and paper, power,andoil and gas. Our 30,000 professionals based in over 50 countries deliversustainability and profitability to customers worldwide. Expect results.www.metso.com , www.twitter.com/metsogroup
This announcement is distributed by Thomson Reuters on behalf ofThomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Metso Corporation via Thomson Reuters ONE
- Board & Management Changes
- Metso Corporation
SVP, General Counsel, Metso Corporation
tel +358 20 484 3240
VP, Investor Relations
NASDAQ OMX Helsinki Ltd