Metso Corporation Stock Exchange Release February 7, 2007 at 3.30 p.m.
Notice of Annual General Meeting
Metso Corporation ("Company") shareholders are invited to the Annual General
Meeting to be held on Tuesday, April 3, 2007 at 2:00 p.m. in the Helsinki Fair
Centre at Messuaukio 1, 00520 Helsinki.
The following matters will be on the agenda:
1. The Annual General Meeting matters referred to in Article 11 of the Articles
of Association
2. Amendments to the Articles of Association
The Board of Directors proposes that the current Articles of Association be
amended as follows:
1. Article 3 concerning the minimum and maximum share capital shall be deleted.
2. Article 4 concerning the minimum and maximum number of shares and the par
value of shares shall be deleted.
3. Article 5 concerning the book-entry system shall be deleted except for the
reference that Company's shares belong to book-entry system.
4. Article 7 shall be amended so that the right "to sign for the company" shall
be the "right to represent the company."
5. Article 9 shall be amended so that the Company has one auditor, which must be
an auditing corporation approved by the Central Chamber of Commerce.
6. Article 11 concerning the Annual General Meeting shall be amended to comply
with the terminology of the new Finnish Companies Act.
7. Article 12 concerning the obligation to redeem shares be deleted and be
replaced by a reference to Section 10 of Chapter 6 of the Finnish Securities
Markets Act containing the regulations concerning the obligation to redeem
shares.
3. 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 using the non-restricted equity and
shall be acquired through public trading on the Helsinki Stock Exchange, 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, 2008.
4. Authorizing the Board of Directors to decide on a share issue
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/or 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 new shares can be issued and the own shares held by the Company conveyed 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 would be authorized to 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 June 30, 2008.
5. Shareholder's proposal for election of a Nomination Committee
The Ministry of Trade and Industry in Finland 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 1 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, 2007 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 1 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 Friday, March 23, 2007, 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 www.metso.com.
Right to attend and to vote at the meeting
Shareholders who on March 23, 2007 are registered as a shareholder in the
Company's shareholder register, maintained by the Finnish Central Securities
Depository Ltd., have the right to attend the meeting.
Attendance at the meeting for owners of shares held in nominee accounts
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.
Registration must have been made on March 23, 2007 at the latest.
Prior notice to attend
Shareholders who wish to attend the Annual General Meeting must notify the
Company of their intention by 4:00 p.m. (Finnish time) on Thursday, March 29,
2007, at the latest. Registration of notices to attend begins on February 28,
2007 and can be made either
- through Metso's Internet pages 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, FI-00101
Helsinki, Finland.
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.
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 Svante Adde,
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 Eva Liljeblom, Professor at the Swedish
School of Economics and Business Administration, Helsinki, Finland, shall be
elected as a new member 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 Board of Directors be EUR
80,000 for the Chairman, EUR 50,000 for the Vice Chairman and the Chairman of the
Audit Committee and EUR 40,000 for the members, and that the meeting fee
including committee meetings be EUR 500 per meeting attended.
Election of the Auditor
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.
Distribution of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 1.50 per share be paid based on the balance sheet approved for the financial
year which ended on December 31, 2006. 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, Tuesday,
April 10, 2007. The dividend will be paid on April 17, 2007.
Helsinki, February 7, 2007
METSO CORPORATION
Board of Directors
Metso is a global engineering and technology corporation with 2006 net sales of
approximately EUR 5 billion. Its 25,500 employees in more than 50 countries serve
customers in the pulp and paper industry, rock and minerals processing, the
energy industry and selected other industries.
www.metso.com
Further information for the press, please contact:
Aleksanteri Lebedeff, Senior Vice President, General Counsel, 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
Metso Corporation
Olli Vaartimo Kati Renvall
Executive Vice President and CFO Vice President,
Corporate Communications
distribution:
Helsinki Stock Exchange
New York Stock Exchange
Media
www.metso.com